Peat Resources Limited Announces Proposed Acquisition of Belair African Metals SARL, Private Placement, Debt Conversion, Appointment of New Directors and Launches Conflict-Free Cobalt Project
Peat Resources Limited
400 – 365 Bay Street
Toronto, Ontario
M5H 2V1 Canada
Tel: 416-862-7885
NEWS RELEASE
Peat Resources Limited Announces Proposed Acquisition of Belair African
Metals SARL, Private Placement, Debt Conversion, Appointment of New
Directors and Launches Conflict-Free Cobalt Project
TORONTO, ONTARIO ( December 20, 2017 ) - Peat Resources Limited ( the "Company")
(TSXV: PET) is pleased to announce that it has signed a binding letter of intent pursuant to
which the Company will acquire all of the issued and outstanding shares of Belair African
Metals SARL (“Belair”) from Belair Maniema Corp (the “Vendor”) in consideration of the
issuance of 15,000,000 common shares of the Company to the Vendor. The acquisition (the
“Belair Acquisition”) remains subject to certain standard conditions including, but not limited
to, completion of satisfactory due diligence, receipt of all necessary corporate and regulatory
approvals and the execution of a definitive share purchase agreement.
Belair is a pri vate company in the Democratic Republic of the Congo ( the “DRC”), licensed
since 2015 for the commodity trading of certified conflict -free tin , tantalum, and tungsten
(“3Ts”). The Belair management team has over 10 years of experience in mining and metals
trading in the DRC.
The Company will expand on the DRC conflict -free mining and metals trading business to
include cobalt and copper in addition to the 3Ts (the “Conflict-Free Cobalt Project ”). The
plans should increase early revenue from its metals tra ding platform, which currently purchases
conflict-free concentrates directly from artisanal and small- scale producers for sale to
international metal trading and smelting companies. For example, Belair’s certified conflict-free
tin concentrate shipments a re sold to Traxys Europe, a global leader in metals marketing,
distribution and trading with over $6 billion in annual turnover.
As part of the Conflict -Free Cobalt Project, the Company will also acquire additional properties
to expand its portfolio to in clude high-grade cobalt and copper properties, and plans to
investigate enhancing its current third -party traceability program s to better ensure its metals are
sourced and traded conflict-free.
In addition, the Company intends to proceed with its proposed joint venture with Noble Mineral
Exploration Inc. (“Noble”) with respect to an exploration program in the Dargavel Township in
Timmins, Ontario, Canada pursuant to the terms of a letter of intent between the Company and
Noble dated October 1, 2017. The project has been covered by surveys which have identified a
number of drill-ready targets and conductor trends of gold, VMS and nickel.
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Private Placement
The Company has engaged IBK Capital Corp. (“IBK Capital”) to complete a private placement
up to 10,000,000 common shar es at a price of $0.05 per common share (the “ Private
Placement”) for gross proceeds of up to $500,000. Proceeds of the Private Placement will be
used to fund the acquisition of additional mineral properties in the DRC, transaction costs and
general working capital costs. In connection with the P rivate Placement, the Company has
agreed to pay IBK Capital a cash commission equal to 9% of the amount raised and broker
warrants equal to 10% of the number of c ommon shares issued pursuant to the Private
Placement. Each broker warrant is exercisable into one c ommon share at a price of $0.05 per
common share for a period of five years from the date of issuance.
Conversion of Debt
The Company also announces that it proposes to settle up to $1,255,358 of outstanding
indebtedness with certain arm’s length and non-arm’s length creditors through the issuance of an
aggregate of up to 25,197,160 common shares at a price of $0.05 per common s hare (the “Debt
Settlement”).
The securities to be issued in connection with the Private Placement and the Debt Settlement will
be subject to a statutory four-month hold period from the date of issuance . The closings of the
Private Placement and the Debt Settlement are subject to completion of formal documentation
and receipt of regulatory approvals, including the approval of the TSX Venture Exchange
It is anticipated that following the issuance of c ommon shares in connection with the Private
Placement, the Debt Settlement and the Belair Acquisition , the Company w ill have up to
149,204,396 common shares issued and outstanding.
Appointment of New Directors and Grant of Options
Effective December 12, 2017, Peter Hooper and Lance Hooper have been appointed directors of
the Company , joining the current board of dire ctors consisting of Patricia Mannard, Michael
Cachia, and Samuel Peralta.
Peter Hooper - Peter is a graduate in mining engineering with over 45 years of broad -based
experience permitting, building, and operating mines, including hands -on expertise in mine
management, engineering, operations and production. His practical work experience includes
Eldorado Nuclear, Sherritt Gordon, J.S. Redpath, Dynatec Engineering, PC Gold , Rustenburg
Platinum, Consolidated Murchison, Prestea Gold Mines, Kilo Gold Mines, PMI Resources,
Nevsun Resources, Afcan Mining , Consolidated Rio Australia , Latin Gold, and Macusani
Yellowcake. Peter was the driving force behind a two million ounce gold discovery in NE DRC
and has recently served as the Executive Chairman of Belair African Metals, with operations in
Katanga and Maniema provinces.
Lance Hooper - For over twenty years Lance has developed a broad range of experience in
emerging companies where he has played key roles as both an early employee and as a founder.
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Lance is a named inventor and has been intimately involved with the product development,
business development, and sales and marketing of several commercially successful innovations
including the world’s first interbank email money transfer service. For the last decade Lance has
held senior corporate positions and served as a director with private and public mining
companies working in Canada, Peru, Afghanistan and the DRC. Recent work in the DRC
includes Kilo Goldmines, a two million ounce gold discovery in the Orienta l Province, and as
CEO of Belair African Metals.
In connection with their appointment, M essrs. Lance and Peter Hooper have been granted
1,000,000 stock options of the Company, respectively, exercisable at a price of $0.05 per
common share for a period of five years from the date of issuance. The common shares issuable
upon exercise of the options are subject to a four month hold period from the original date of
grant.
Annual and Special Meeting of Shareholders
The Company anticipates to hold its a nnual and special meeting of s hareholders in February
2018 at the offices of IBK Capital, located at 130 King Street West, Suite 640, Toronto, Ontario,
to: (i) approve the change of the Company’s name ; (ii) elect directors; (iii) appoint the auditor s;
and (iv) approve any additional special business set out in the notice of meeting to be forwarded
to shareholders of the Company.
Further details on the Conflict-Free Cobalt Project are available on the Corporate Presentation,
available on the Company’s transitional website at www.peatresources.net.
For additional information, please contact:
Peat Resources Limited
Patricia Mannard
Telephone: (416) 862-7885
Email: [email protected]
Website: www.peatresources.net
IBK Capital Corp.
Michael White, President & CEO
Telephone: (416) 360-4511
Email: [email protected]
Forward-Looking Information
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of
historical facts, that address future production, reserve potential, exploratio n drilling, exploitation activities and events or developments that the
Company expects are forward -looking statements. Although the Company believes the expectations expressed in such statements are based on
reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from
those in the statements. There are certain factors that could cause actual results to differ materially from those in forward -looking statements.
These include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic,
market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actua l results or
developments may differ materially from those projected in the forward -looking statements. For more information on the Company, investors
should review registered filings at www.sedar.com.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange)
accept responsibility for the adequacy or accuracy of this release.