Mich Resources Enters Into Additional Definitive Agreement For The Acquisition Of Advanced Copper Exploration Project In Peru And Appoints CEO And COO
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MICH RESOURCES LTD.
SUITE 3123 – 595 BURRARD STREET
VANCOUVER, BC V7X 1J1
TEL: 604-609-6110
MICH RESOURCES ENTERS INTO ADDITIONAL DEFINITIVE AGREEMENT FOR THE
ACQUISITION OF ADVANCED COPPER EXPLORATION PROJECT IN PERU AND
APPOINTS CEO AND COO
January 26, 2022 CSE – MICH
Vancouver, British Columbia – Mich Resources Ltd. (CSE – MICH) (the “ Company”) the
Company is pleased to provide an update on its proposed acquisition via reverse takeover (the
“Transaction”) of the advanced stage Pecoy copper project (the “Pecoy Project”) located in southern
Peru from each of Pembrook Copper Corp. (“Pembrook”) and Minera Andina de Exploraciones SAA
(“Minandex”) as described in the Company’s news releases dated July 30 and November 8, 2021. The
Company is pleased to announce that it has entered into an additional definitive agreement (the
“Definitive Agreement”) to acquire the remaining 23.63% of the Pecoy Project assets not already held
by Pembrook in exchange for consideration of US$2,500,000 and the issuance of 11.2 million common
shares of the Company to the vendor (the “Vendor”).
At the closing o f the Transaction, the Company will hold 100% of the Pecoy P roject, and a s
consideration for Pembrook, Minandex and the Vendor’s interests in the Pecoy Project, the Company
will pay the total amount of US$4,500,000 and issue a total of 127.2 million common shares of the
Company to the shareholders of Pembrook and Minandex, and to the Vendor.
Appointment of CEO and COO
The Company is also pleased to announce the appointment of Mr. David Suda as President and Chief
Executive Officer of the C ompany. Mr. Mark T. Brown, the Company’s current CEO, will step down,
effective immediately, but will remain on the Company’s Board of Directors. The Board wishes to thank
Mr. Brown for his service as CEO and looks forward to his continued contribution to the Company as a
valued board member.
Mr. Suda has 15 years of capital markets experience and brings the Company strong relationships and skills
in marketing, corporate strategy, capital raising and sustainability. Most recently, Mr. Suda was President
and CEO of Gold Terra Resource Corporation, a junior gold exploration company, where he built teams
and oversaw the initial resource estimate at the company’s flagship property near the city of Yellowknife,
Northwest Territories , surrounding the high- grade Con gold m ine, which it recently optioned from
Newmont Gold. Prior to Gold Terra, Mr. Suda worked in the financial services industry focused on equity
capital markets in the resource sector, at Paradigm Capital and as Managing Director at Beacon Securities.
Through these roles Mr. Suda established strong relationships with a broad range of investors including
institutional managers. David graduated with honours from York University with a Bachelor’s Degree in
Environmental Studies.
The Company is also pleased to announce the appointment of Dr. David Stone as Chief Operating Officer
of the Company, effective immediately. Dr. Stone, BASc, Phd., MBA is a mining engineer with a 35 year
career in metal mining. Dr. Stone is recognized in the mining community as strong technical leader where
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he has managed multi-disciplinary project teams through pre-feasibility and feasibility level evaluations of
development stage projects, and has contributed to the engineering, design and cons truction of several
precious and base metal mines. Dr. Stone’s career includes executive and Board positions in a number of
TSX-listed junior and Tier 1 mining companies.
About the Pecoy Project
The Pecoy Project is an advanced exploration copper project located one hundred and fifty kilometres
northwest of Arequipa, within the Cretaceous Copper Porphyry Belt of Peru, host to the Zafranal Cu
porphyry (Teck Resources Limited and Mitsubishi Materials Corporation) located approximately 100
kilometers to the southeast of the project.
The Pecoy project, consisting of approximately 13,300 hectares, is located within the Peruvian coastal
desert region which grades into the Atacama desert further south in Chile. Topography within the
project area ranges from 800m at the Rio Ocoña, to slightly more than 4,000m at the highest
ridges. Within the area of mineralization, the relief ranges from 1650m to 2200m. Water is available
from the Rio Ocoña delta some 8 km to the west, and power is available from the national grid 100 km
from site. The site also has excellent road access to a number of nearby seaports for shipping of
concentrates.
The Pecoy Project to be acquired by the Company is comprised of all rights and title of the Pecoy
Project currently held by Pembrook, Minandex and the Vendor. Additionally, Minandex is the owner
of certain lands adjoining the Pecoy Project which will be optioned to the Company concurrently with
the closing of the Transaction.
Transaction Details
The Transaction will constitute a reverse take -over of Mich when completed. The Company intends
on seeking approval for the listing of the Company’s shares on the TSX Venture Exchange (the
“Exchange”) and concurrent voluntary delisting of the Company’s shares on the Canadian Securities
Exchange (the “CSE”). The Transaction is subject to a number of conditions, including but not limited
to: (i) the approval of all regulatory bodies having jurisdiction in connection with the Transaction
(including Exchange approval ); (ii) completion of a subscription receipt financing for minimum
aggregate proceeds of $15,000,000 (the “ Financing”); and (iii) approval of the shareholders of
Pembrook, and if required, the Company’s shareholders. There can be no assurance that the
Transaction will be completed as proposed or at all. The Company intends on applying for an
exemption from any Exchange sponsorship requirements.
Upon completion of the Transaction, the resulting issuer will continue to carry on the business of
exploration and development of the Pecoy Property under the Company’s existing name or such other
name as may be approved by the board of directors of the resulting issuer and the stock exchange.
Trading of the common shares of the Company has been halted, and will remain halted until closing
of the Transaction which is currently targeted for the first quarter of 2022.
Further details of the Transaction and related transactions will be disclosed in future news releases.
The Qualified Person responsible for the technical content in this release is Dr. David Stone, P.Eng.,
COO of the Company.
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About the Company
The Company is a British Columbia public company with a registered office at 25th Floor, 700 West
Georgia Street, Vancouver, BC, V7Y 1C3. The Company’s common shares are listed on the Exchange
under the trading symbol “MICH” and reporting in British Columbia and Ontario. The Company is
principally engaged in the acquisition and exploration of mineral properties.
About Pembrook
Pembrook is a British Columbia private company with a head office located at 500-666 Burrard Street,
Vancouver, British Columbia.
About Minandex
Minandex is a Peruvian public company with a head office located at Calle Arnaldo Alvarado Degregori
#39, Surco, Lima, 33, Peru.
On behalf of Mich Resources Ltd.
“David Suda”
President and Chief Executive Officer
For more information, please contact:
Szascha Lim
CFO & Corporate Secretary
Tel: 604.609.6110
Neither the Canadian Securities Exchange nor its Regulation Service Provider (as that term is defined in
the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain
forward-looking statements and forward-looking information within the meaning of applicable securities
laws. Such forward- looking statements or infor mation include but are not limited to statements or
information with respect to: the proposed Transaction; the satisfaction of the conditions and closing of the
Transaction (including Exchange and shareholder approval s); transfer of the Pecoy Project to t he
Resulting Issuer; and, general business and economic conditions. The foregoing list of assumptions is not
exhaustive.
Although management of the Company believe that the assumptions made and the expectations represented
by such statements or informatio n are reasonable, there can be no assurance that forward -looking
statements or information herein will prove to be accurate. Forward -looking statements and information
by their nature are based on assumptions and involve known and unknown risks, uncertaint ies and other
factors which may cause actual results, performance or achievements, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such forward -
looking statements or information. These factors include, but are not limited to: the Transaction may not
close on the terms set forth herein, or at all; risks relating to the availability of financing for the Resulting
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Issuer; risks relating to the receipt of all requisite approvals for the Transaction, including the approval of
the Exchange; risks associated with the business of the Company; business and economic conditions in the
mining industry generally; the supply and demand for labour and other project inputs; changes in interest
and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of
equipment or processes to operate in accordance with specifications or expectations, cost escalation,
unavailability of materials and equipment, governm ent action or delays in the receipt of government
approvals, industrial disturbances or other job action, and unanticipated events related to health, safety
and environmental matters); political risk and social unrest; changes in general economic condition s or
conditions in the financial markets; changes in laws (including regulations respecting mining concessions);
risks related to the direct and indirect impact of COVID -19 including, but not limited to, its impact on
general economic conditions, the abili ty to obtain financing as required, and causing potential delays in
the supply of equipment and services; and other risk factors as detailed from time to time.
The Company does not undertake to update any forward- looking information, except in accordance with
applicable securities laws.
Reader Advisory
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the
Transaction, any information released or received with respect to the Transaction may not be accurate or complete
and should not be relied upon. Trading in the securities of the Company and Resulting Issuer should be considered
highly speculative.
Neither the CSE or the 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.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United
States. The securities have not been and will not be registe red 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 under the U.S. Securities Act) unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.