Canadian Energy Materials Corp. to Acquire Grindstone Copper-Nickel-Cobalt Project – a “Congo-style” District-Scale Exploration Target in Canada
Page 1
September 18, 2018 For Immediate Release
News Release TSX -V: CHEM
Canadian Energy Materials Corp. to Acquire Grindstone Copper-Nickel-Cobalt
Project – a “Congo-style” District-Scale Exploration Target in Canada
September 14, 2018 – Vancouver, British Columbia – Canadian Energy M aterials Corp. (the
“Company”) (TSX-V: CHEM) is pleased to announce that it has agreed to acquire the 3,846
hectare Grindstone Copper-Nickel-Cobalt project (the “Project”), located in an under-explored
region of northwestern New Brunswick, Canada. This will be acquired by t he Company’s
purchase of all of the outstanding shares of CIN Energy Materials Inc. (“CIN Energy”), which
owns the Project. The terms of the purchase are describe d below.
The Project targets a 14km long magnetic anomaly with exceptional stream sediment and soil
geochemistry. First identified by N oranda in the early 1990’s, the Project saw only a limited,
shallow drill program (5 holes, 433 total meters) which did not explain either the magnetic or
cobalt anomalies.
The main target area is a 2km long drainage with 8 stream sediment samples returning between
291 and 900 ppm cobalt, with associated anomalous nickel and copper values. Systematic soil
sampling over the anomalous drainage confirmed the copper, nickel and cobalt stream sediment
anomalies, with good direct correlation in nickel and cobalt, and distinct spatial correlation with
copper.
The best cobalt-in-soil value was 620 ppm. Where outcrop was accessible, rock samples were
taken and assayed for gold, silver, copper, lead, zinc, cobalt, nickel and manganese. The highest
cobalt value in an outcrop grab sample was 530 ppm (0.053%) with 0.11% nickel and 0.66%
manganese.
Page 2
The Project area is underlain by Matapedia and Grog Brook calcareous and tubiditic sediments
of late Ordovician age, an environment known to host “Congo-style” mineralization. The
Ordovician Period is known to have yielded numerous clastic sediment hosted mineral deposits.
Exploration Model
The Congo and Missouri Cobalt districts and mineral deposits have many similarities. They are
clastic sediment-hosted, in-platform carbonate sequences commonly o n the flanks of basins.
They a re formed in basinal metal enriched brines, unrelated to igneous activity. Generically
clastic dominated deposits may c ome under various names, mainly reflecting geography (e.g.
Mississippi Valley T ype, Alpine, Appalachian, Redbed, Upper Silesia, Kupferschiefer, etc.),
each with its own distinct characteristics.
In the Congo and Missouri districts, topographic highs of basement rocks provided channels and
traps for mineralized fluids, where galena, sphalerite, chalcopyrite, bornite and cobalt
accumulated in distinct zones, creating large and specific deposits of each mineral.
Agreement Terms
The Company has entered into a share exchange agreement (the “Share Exchange Agreement”),
dated August 31, 2018, with CIN Energy a nd the shareholders of CIN Energy, whereby all
outstanding shares of CIN Energy w ill be exchanged for securities of the Company ( the
“Transaction”) on a 1:1 basis, which will constitute a “Fundamental Acquisition” as defined in
the policies of the TSX Venture Exchange (the “TSXV”) by the Company. The Transaction is an
arm’s length transaction and remains subject to TSXV approval.
Upon closing of the Transaction, the Company will issue to the shareholders of CIN Energy a
total of 12,000,000 common shares of the Company i n exchange for acquiring 100% of the
outstanding securities of CIN Energy. CIN Energy will become a wholly-owned subsidiary of
the Company.
The completion of the Transaction is subject to a number of conditions, including, but not
limited to, completion of satisfactory due diligence, and the approval of the Transaction by the
TSXV and the board of directors of each of the Company and CIN Energy.
The securities to be issued in connection with the Transaction have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)
or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered
Page 3
under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
Certain securities issued pursuant to the Transaction may b e subject to escrow or other resale
restrictions pursuant to applicable securities laws and the policies of the TSXV.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction
and has neither approved nor disapproved the contents of this press release.
Private Placement
The Company also announces that it has arranged, subject to TSX Venture Exchange acceptance,
private placements as follows:
● 5,000,000 flow-through units at a price of $0.20 per unit, for a total of $1,000,000. Each
flow-through unit consists of one flow-through common share for the purposes of the
Income Tax Act (Canada), and one-half of one transferable non flow-through common
share purchase warrant, exercisable at a price of $0.35 per share for a period of 24
months from the date of issue.
● 3,400,000 non flow-through units at a price of $0.15 per unit, for a total of $510,000.
Each non flow-through unit will consist of one common share and one-half of one
transferable share purchase warrant, exercisable at a price of $0.25 per share for a period
of 24 months from the date of issue.
The proceeds of the flow-through private placement will be used to advance the Company’s
exploration projects.
All securities issued under the placements will be subject to four-month hold periods. Finders’
fees may be payable in whole or in part on the placements, pursuant to the policies of the TSX
Venture Exchange.
Thomas Hasek, P.Eng., a Technical Advisor of Canadian International and a Qualified Person
(Q.P.) under National Instrument 43-101, has reviewed and approved the technical information
provided in this news release.
ON BEHALF OF THE BOARD
“Michael E. Schuss”
President & Chief Executive Officer
Page 4
For further information, please contact:
Canadian Energy Materials Corp.
Phone: 604-241-2254
Email: [email protected]
Website: www.canadianenergymaterials.com
Forward-looking Information
This news release contains projections and forward-looking information that involve various
risks and uncertainties regarding future events. Such forward-looking information can include
without limitation statements based on current expectations involving a number of risks and
uncertainties and are not guarantees of future performance of the Company. The following are
important factors that could cause the Company’s actual results to differ materially from those
expressed or implied by such forward looking statements; the uncertainty of future profitability;
and the uncertainty of access to additional capital. These risks and uncertainties could cause
actual results and the Company's plans and objectives to differ materially from those expressed
in the forward-looking information. Actual results and future events could differ materially from
anticipated in such information. T hese and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on the dates they are made and
expressed qualified in their entirety by this notice. The Company assumes no obligation to
update forward-looking information should circumstances or management's estimates or
opinions change.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.