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DMCU.V ·

Karl Antonius reports:

Mergers & Acquisitions

Boreal Metals Corp.

NEWS RELEASE

Karl Antonius reports:

Vancouver, B.C., December 8, 2016. Boreal Metals Corp. (“BMC” or the “Company”) is pleased to announce the execution of a definitive agreement with Eurasian Minerals Inc. (NYSE MKT: EMXX, TSXV: EMX) (“Eurasian” or “Eurasian Minerals”) giving BMC the right to acquire two wholly-owned subsidiaries of Eurasian Minerals which together represent a portfolio of four Scandinavian base and precious metal (zinc-lead-copper-silver-gold) exploration projects including Gumsberg and Adak exploration assets in Sweden and the Tynset and Burfjord assets in Norway (the “Properties”).

“We are extremely pleased to have secured a pipe line of high quality exploration assets in Scandinavia stated Karl Antonious, President and CEO of Boreal Metals Corp. “Shared management with Eurasian Minerals allows BMC to leverage Eurasian’s Scandinavian expertise and experience not only in advancing the current projects but also in identifying additional opportunities”.

SCANDINAVIAN PROJECT PORTFOLIO

The exploration projects in the portfolio are the product of 4 years (2012-2015) of opportunity recognition and systematic mineral exploration and more than 4.5 million dollars in exploration expenditures by Eurasian Minerals. The Gumsberg (Bergslagen District) and Adak (Skellefteå District) projects are located highly prospective mineral belts with actively producing base and precious metal mines such as Garpenberg (Lundin Mining), Zincgruvan, Boliden, Renstrom, Kankberg (Boliden Minerals) (Fig. 1). The Tynset (Røros/Løkkenagen District) and Burfjord (Kåfjord District) projects are excellent examples of projects located in historically active mining districts that are currently underexplored (Fig. 1).

Figure 1: The Location of the Gumsberg, Adak, Tynset and Burjford exploration projects and key mineral belts in Sweden and Norway.

Figure 1.

The Properties each contain historical mining production (with limited or no modern exploration), polymetallic mineralization with enrichments in multiple metals including copper, zinc, lead, silver and gold. Gumsberg, Adak in Sweden and Tynset in Norway are characterized by Volcanogenic Massive Sulfide (“VMS”) styles of mineralization. Burfjord, in Norway, is characterized by Iron-Oxide-Copper- Gold (“IOCG”) styles of mineralization. Eurasian’s recent exploration successes on the properties were summarized in the Eurasian news release dated September 8, 2016. The properties are summarized in detail below.

Gumsberg VMS Project (Bergslagen district). The Gumsberg project consists of five exploration licenses in the Bergslagen Mining District of southern Sweden totaling over 7,100 hectares, where multiple zones of Volcanogenic Massive Sulfide (VMS) style mineralization occur. The VMS mineralization at Gumsberg was mined from the 13th century through the early 1900’s, with over 30 historic mines present on the property, most notably the Östrasilverberg mine which was the largest silver mine in Europe between 1300 and 1590. Despite its long lived production history, relatively little modern exploration has taken place on the project. New geologic interpretations, geophysical surveys and reconnaissance drilling by Eurasian have led to the identification of multiple exploration targets, near the historic workings.

Adak VMS Project (Skellefteå District). Eurasian’s Adak exploration license in the Skellefteå Mining District in Sweden (8,647 hectares) is the site of the historic Adak mine, which operated through the late 1970’s, when the mining complex was destroyed by a fire. The mine was never rebuilt or re-opened, but through compilations of historic data and drill information, Eurasian has identified numerous new exploration targets in the vicinity of the historic mines. Eurasian believes that the nearby Storliden VMS deposit, discovered in 1998 and mined from 2002 through 2007, provides an exploration analog for further discoveries at Adak.

Tynset VMS project (Røros District). The Tynset project is comprised of 17 exploration licenses totaling 17,000 hectares in the Røros Mining District of central Norway, which hosts a ~30 kilometer trend of VMS style mineral occurrences and historic mines, including the Vingelen Mine, which was operated in the 18th and 19th centuries. Although mining took place elsewhere in the region until the 1970’s, little exploration work has been conducted within the licenses of the Tynset project over the past 30-40 years. However, sampling by the Norwegian Geological Survey in the 1990’s and Eurasian in the past three years has shown evidence for gold and silver enrichments in several of the historic mines and prospects, and the Company believes that good potential exists for discovery of precious-metal enriched VMS deposits.

Burfjord IOCG project (Alta Region, Norway). The Burfjord project is comprised of six exploration licenses totaling 5,500 hectares near Kåfjord and Alta, Norway. Copper mineralization was mined in the Burfjord area during the 19th century, with over 30 historic mines and prospects developed along the flanks of a prominent 4 x 6 kilometer anticlinal structure comprised of interbedded sediments and volcanic rocks. Many of the rocks in the anticline have been subjected to intense hydrothermal alteration. Mineralization occurs as both high grade Cu-Au lodes that were historically mined at high cutoff grades (>3% Cu), but Eurasian has recognized significant volumes of lower grade Cu-Au mineralization developed in stockwork vein arrays through the property position. Veins in the area are dominated by carbonate and iron-oxide minerals (magnetite and hematite), but also contain chalcopyrite, bornite and chalcocite in addition to cobalt-rich pyrite. Only limited exploration has taken place in the modern era.

MINING AND EXPLORATION IN SCANDINAVIA

Mining in Sweden and Norway began over 2000 years ago with prehistoric iron mining. The first underground mining in the area took place in the 11th and 12th centuries. The Falun Mine, in Sweden’s prolific Bergslagen District was considered the number one copper producer in the world in the 16th century with active mining records between 1288 and 1992. Today there are over 30 producing mines and 6 smelters in Scandinavia. Nordic countries consistently top the Frasier Institute’s Policy Perception Index with their low corporate taxes, stable mineral tenure system, low regulatory risk and willingness to facilitate trade. Scandinavia contains an abundance of prospective geology and excellent potential for base and precious metals as well as iron, nickel and coal.

DEAL TERMS

The agreement with BMC contains the following commercial terms (note all dollar amounts in USD):

  • At closing, Eurasian will transfer to BMC its entire interest in its wholly-owned subsidiary Iekelvare AB, which owns or will own that portion of the Properties located in Sweden, and its entire interest in its wholly-owned subsidiary EMX Exploration Scandinavia AB, which owns that portion of the Properties located in Norway.
  • At closing, BMC will issue to Eurasian that number of common shares of BMC that represents a 19.9% equity ownership in BMC; BMC will have the continuing obligation to issue additional shares of BMC to Eurasian to maintain its 19.9% interest in BMC, at no additional cost to Eurasian, until BMC has raised CDN$5,000,000 in equity; thereafter, Eurasian will have the right to participate pro-rata in future financings at its own cost to maintain its 19.9% interest in BMC.
  • Eurasian will be granted a 3% net smelter return (“NSR”) royalty on each of the Properties, of which a 1% NSR royalty may be purchased by BMC on or before the fifth anniversary of the closing date in 0.5% increments for a total of (a) US $2,500,000, or (b) at the purchaser’s option, US $2,000,000 plus shares of BMC equal in value to US $500,000.
  • Eurasian will receive annual advance royalty (“AAR”) payments of USD$20,000 for each of the Properties commencing on the second anniversary of the closing, with each AAR payment increasing by $5,000 per year until reaching $60,000 per year, except that BMC may forgo AAR payments on two of the four Properties in years two and three. Once reaching US $60,000, AAR payments will be adjusted each year according to the Consumer Price Index (as published by the U.S. Department of Labor, Bureau of Labor Statistics).
  • Eurasian will receive a 0.5% NSR royalty on any new mineral exploration projects generated by BMC in Sweden or Norway, excluding projects acquired from a third party containing a mineral resource or reserve or an existing mining operation.
  • Eurasian will have the right to one seat on the Board of Directors of BMC and plans to play an active role in advancing the Properties.

Qualified Person. Daniel MacNeil, MSc P.Geo., a Qualified Person as defined by National Instrument 43- 101, has read and approved all technical and scientific information contained in this news release. Mr. MacNeil is responsible for the Company’s project acquisitions and development.

About Boreal Metals Corp.

Boreal Metals Corp. is a Canadian reporting issuer company founded in 2013. The Company’s experienced finance and technical management team is focused on opportunity recognition and committed to creating shareholder value through exploration project acquisition and advancement.

The Company will also be announcing future additions to the board and management in the near term.

About Eurasian Minerals:

Eurasian Minerals leverages asset ownership and exploration insight into partnerships that advance our mineral properties, with Eurasian retaining royalty interests. Eurasian complements its generative business with strategic investment and third party royalty acquisition.

Karl Antonius President and CEO, Boreal Metals Corp.

For further information regarding Boreal Metals Corp., please contact:

Karl Antonius: [email protected]

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Boreal Metals Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, Boreal Metals Corp.’s ability to raise sufficient capital to fund its obligations under its property option agreements, to maintain its mineral tenures and concessions in good standing, to explore and develop its projects, to repay its debt and for general working capital purposes; changes in economic conditions or financial markets; the ability of Boreal Metals Corp. to obtain the necessary permits and consents required to explore, drill and develop the projects and if obtained, to obtain such permits and consents in a timely fashion relative to Boreal Metals Corp.’s plans and business objectives for the projects; the general ability of Boreal Metals Corp. to drill test its projects and find mineral resources; if any mineral resources are discovered or acquired, the Company’s ability to monetize any such mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company’s operations. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of Boreal Metals Corp.’s management on the date the statements are made. Except as required by law, Boreal Metals Corp. undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.