Cartier Signs Non-Binding LOI With O3 Mining to Acquire 100% of Chalice Gold Mines (Quebec) Inc.
For immediate release
Cartier Signs Non-Binding LOI With O3 Mining
to Acquire 100% of Chalice Gold Mines (Quebec) Inc.
Val-d’Or, February 28 , 2022 – Cartier Resources Inc. (TSX-V: ECR) (“Cartier”) is pleased to
announce the execution of a non-binding letter of intent (the “LOI”) for the acquisition by Cartier of
all of the issued and outstanding shares of Chalice Gold Mines (Québec) Inc., a wholly -owned
subsidiary of O3 Mining which owns a 100% interest in the East Cadillac property contiguous with
Cartier’s Chimo Mine property in the Val-d’Or Gold Camp, Quebec, Canada (the “Transaction”).
The Transaction is subject to due diligence, corporate and regulatory approvals, completion of the
review of definitive documentation and other customary closing conditions. Cartier will now work to
complete its due diligence review, negotiate and enter into definitive agreements and obtain all
required stock exchange approvals. For the time being, the LOI remains non-binding and may or
may not result in definitive agreements being executed or regulatory approvals being obtained.
The purchase price payable by Cartier to O3 Mining is approximately 46.2 million common shares
of Cartier ( “Cartier Shares”). Upon completion of the Transaction , O3 Mining is expected to own
approximately 17.5% of the issued and outstanding Cartier Shares.
Transaction Highlights: Consolidation of Cartier’s Chimo Mine property with O3 Mining’s East
Cadillac property for a total land position of 29,754 hectares of highly prospective ground in the
eastern part of the prolific Val-d’Or gold camp (the “Project”), refer to Figures 1 and 2.
Advantages: Eliminate s boundaries, increases resource and potential for additional ounces,
Increased flexibility to strengthen project economics and favor project development and its
construction:
✓ Cartier will hold 100% interest in largest land position east of Val-d’Or:
o Immediate increase of the resource base to 714,400 oz in the indicated category
and 1,527,400 oz of gold in the inferred category (refer to note 1);
o Initial budget designed to increase resources and explore additional potential;
o Significantly increases exploration territory and potential for new discoveries
✓ Enhanced capital markets profile and exposure;
✓ Platform for further district consolidation;
✓ New partnership formed with O3 Mining
note 1 : The Resources are presented as described in the technical report titled “NI 43 -101
Technical Report and Mineral Resource Estimate for the Chimo Mine Project, Quebec, Canada,
Christine Beausoleil, P. Geo. and Claude Savard, P. Geo., InnovExplo Inc., March 2021” as well
as in the Technical Report titled: “2019 Technical Report & Mineral Resources Estimate : East
Cadillac Gold Project, Val-d’Or, Québec, John Langton, P. Geo., Vincent Jourdain, P. Eng., MRB
& Associates, April 30th 2019”.
The LOI provides that in connection with the Cartier Shares being issued to O3 under the
Transaction, Cartier and O3 Mining will enter into an investor rights agreement (the “Investor Rights
Agreement”) pursuant to which O3 Mining will be entitled to designate one director for appointment
to the board of directors of Cartier. The Investor Rights Agreement will also include, among other
things, pre-emptive and top-up rights in favour of O3 Mining, a standstill provision for a period of 2
years and a share transfer restriction provision effective for a period of 3 years.
Promptly following closing of the Transaction, a technical committee will be formed and comprised
of one (1) nominee of Cartier and one (1) nominee of O3 Mining with a purpose to provide strategic
advice and guidance to Cartier on exploration and development ac tivities for the Project, and
provide a forum for Cartier and O3 Mining to share their views on the exploration, development and
advancement of the Project.
Philippe Cloutier, CEO of Cartier, commented: “The acquisition provides Cartier with largest land
holding along the prolific Larder Lake - Cadillac Fault east of Val -d’Or as well as a solid resource
base with significant growth potential. The Simon West, Nordeau West and Nordeau deposits,
immediately adjacent to the gold resources of the Chimo Mine property, provide short term targets
to significantly increase our gold resources.”
José Vizquerra, President and CEO of O3 Mining, commented: “O3 Mining is pleased to have
entered into this agreement with Cartier Resources, which furthers our strategy of deriving value
from certain of our exploration assets while retaining exposure to the upside as significant
shareholder. This divestment is part of our go-forward strategy of finding strategic buyers for certain
of our assets, who have strong management teams and are well-capitalized and technically strong
operationally. We look forward to partnering with Cartier's management team, through our board
representation, and being part of Cartier's growth story th rough our participation on the Technical
Committee”.
About Cartier
Cartier Resources Inc., which was founded in 2006, is an exploration company based in Val -d’Or.
Cartier’s projects are all located in Quebec, which regularly ranks among the best mining
jurisdictions in the world. Cartier is advancing the development of its flagship Chimo Mine project
and actively exploring its other projects. Cartier has a solid cash position exceeding $ 5.7M and
significant corporate and institutional support s, n otably with Agnico Eagle Mines, Jupiter Asset
Management and the Quebec investment funds.
Qualified Persons
The scientific and technical information in this news release was prepared and reviewed by Mr.
Gaétan Lavallière, P.Geo., Ph.D, Cartier’s Vice-President, and Mr. Ronan Déroff, P.Geo, M.Sc.,
Senior Geologist, Project Manager and Geomatician, both “qualified persons” as defined in National
Instrument 43 -101 - Standards of Disclosure for Mineral Projects ( “NI 43 -101”). Mr. Lavallière
approved the information contained in this press release.
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Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information ” within the meaning of the applicable
Canadian securities legislation that is based on expectations, estimates, projections, and
interpretations as at the date of this news release. The information in this news release about the
intention of Cartier to complete the T ransaction and any other information herein that is not a
historical fact may be “forward-looking information”. The forward-looking information is based on
certain assumptions, which could change materially in the fut ure, including the assumption that
Cartier will be satisfied with the results of its due diligence investigations on Chalice Gold Mines
(Quebec) Inc. and its assets, the non -binding L OI will l ead to definitive agreements, that the
Transaction contemplated in the LOI will be completed and that Cartier will successfully complete
the Transaction. Any statement that involves discussions with respect to predictions, expectations,
interpretations, beliefs, plans, projections, objectives, a ssumptions, future events or performance
(often but not always using phrases such as "expects", or "does not expect", "is expected",
"interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "e stimates", "believes" or "intends" or variations of such words and
phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will"
be taken to occur or be achieved) are not statements of historical fact and may be forward-looking
information and are intended to identify forward -looking information. This forward -looking
information is based on reasonable assumptions and estimates of management of Cartier at the
time it was made, involves known and unknown risks, uncert ainties and other factors which may
cause the actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward -looking information.
Such factors include, among others, results of Cartier’s due diligence investigations; the outcome
of negotiations between the parties related to the definitive documentation to complete the
Transaction; risks relating to the restart of operations; further steps that might be taken t o mitigate
the spread of COVID -19; the impact of COVID -19 related disruptions in relation to Cartier’s
business operations including upon its employees, suppliers, facilities and other stakeholders;
uncertainties and risk that have arisen and may arise in relation to travel, and other financial market
and social impacts from COVID -19 and responses to COVID 19. Although the forward -looking
information contained in this news release is based upon what management believes, or believed
at the time, to be reason able assumptions, Cartier cannot assure shareholders and prospective
purchasers of securities that actual results will be consistent with such forward-looking information,
as there may be other factors that cause results not to be as anticipated, estimated or intended,
and neither Cartier nor any other person assumes responsibility for the accuracy and completeness
of any such forward -looking information. Cartier does not undertake, and assume s no obligation,
to update or revise any such forward -looking statements or forward-looking information contained
herein to reflect new events or circumstances, except as may be required by law.
For more information, please contact:
Philippe Cloutier, P.Geo.
President and CEO, Cartier Resources
Telephone: 819 856-0512
www.ressourcescartier.com
Neither the TSX Venture Exchange nor its regulatory services provider accepts responsibility for the adequacy or accuracy
of this press release.
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