Intrepid Metals (formerly Voleo Trading Systems Inc.) Announces Completion of Change of Business Transaction
NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR RELEASE TO U.S. NEWSWIRE SERVICES
NEWS RELEASE
Intrepid Metals (formerly Voleo Trading Systems Inc.)
Announces Completion of Change of Business Transaction
APRIL 28, 2022 (TSX-V:INTR)
VANCOUVER, BRITISH COLUMBIA, Intrepid Metals Corp. (formerly Voleo Trading Systems
Inc.) (TSX-V:INTR) (“Intrepid” or the “Company”) is pleased to announce that it has completed
the previously announced Change of Business transaction (the “Transaction”). In connection with
the Transaction, the Company has changed its name to Intrepid Metals Corp, entered into an
option agreement to acquire a 100% in interest in the Tombstone South Property (the “Property”),
and closed a non-brokered private placement and raised a total of C$3,060,500. The common
shares of the Company’s will resume trading at the opening on May 2, 2022 under the ticker
symbol “INTR” on the TSX Venture Exchange. Previous news releases regarding the transaction
were issued on April 22, 2021, July 23, 2021, October 12, 2021, January 18, 2022, April 5, 2022
and April 22, 2022. The Transaction was subject to shareholder approval, which was obtained by
written consent.
Closing of the Option Agreement
Pursuant to the Transaction, the Company has entered into an option agreement dated April 20,
2021, as amended February 28, 2022 (the “Option Agreement”) with New Empire Exploration
LLC (the “Vendor”) to acquire a 100% interest in the Tombstone South Property (the “Property”)
located in Arizona. Pursuant to the terms of the Option Agreement, the Vendor has granted
Intrepid the option to acquire a 100% direct interest in the Property through the direct acquisition
of the Property by making following cash and Purchaser share payments, and incurring the
following minimum work commitments (all dollar amounts are United States dollars):
Year Cash Consideration Share
Consideration
Minimum Work
Commitment
Closing $10,000 80,000
1st Anniversary $30,000 100,000 $175,000
2nd Anniversary $100,000 200,000 $500,000
3rd Anniversary $100,000 300,000 $1,000,000
4th Anniversary $100,000 300,000 $1,500,000
5th Anniversary $500,000
TOTAL $840,000 980,000 $3,175,000
Intrepid has also granted the Vendor a 1.5% Net Smelter Royalty over the Property. One third of
the Net Smelter Royalty may be repurchased by the Company for a cash payment of $500,000.
Intrepid has a right of first refusal on the sale of the Net Smelter Royalty by the Vendor.
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Tombstone South Property
The Tombstone South Property is located approximately 5.6 kilometers (“km”) southwest of the
town of Tombstone, Arizona, USA which occupies the center of the historic Tombstone Mining
District (over 30M ounces of silver produced). The Property is easily accessible via two hours of
driving on paved highway from Tucson, Arizona and is approximately 113 km southeast of
Tucson, Arizona. The Property consists of 39 unpatented federal mining claims and six Arizona
State Prospecting Permits comprising a total of 1,335 hectares.
The main Tombstone District is well-known for high-grade silver / lead / zinc replacement bodies,
fissures and veins that have yielded a historic production (1880’s to 1930’s) of over 30M ounces
of silver.
Two exploration targets exist at Tombstone South: 1) Tombstone type polymetallic (silver / lead /
zinc) carbonate replacement deposit in Cretaceous Bisbee group; and 2) Deeper polymetallic
(silver / lead / zinc) type carbonate replacement deposit and skarns at the Cretaceous - Paleozoic
contact. This stratigraphic horizon hosts the Taylor silver/lead/zinc deposit in southern Arizona,
which was bought for US$1.3B in 2018 by South 32. The Cretaceous-Paleozoic contact zone on
the Property, including its proximity to low grade porphyry copper deposits and high-grade silver
deposits, presents a very favourable setting for Taylor deposit style mineralization.
Intrepid is planning a 3000-metre drill program at the Tombstone South Property, which is
expected to take place in H1 2022. Drill permits have been granted and US$940,000 has been
budgeted for the Company’s exploration program on the Property. The objective of the initial drill
program is to confirm historic drilling to National Instrument 43-101 standards and to expand on
the mineralized footprint.
Assuming successful exploration results from the work plan described above, Intrepid intends to
conduct further work programs and studies. This work is expected to include additional drilling,
sampling and analysis and geological modelling.
For additional information on the Tombstone South Property please refer to the National
Instrument 43-101 Technical Report dated effective May 10, 2021 entitled “Technical Report on
the Tombstone South Property, Cochise County, Arizona, USA” filed on SEDAR at
www.sedar.com.
Dr. Chris Osterman, P. Geo, a consultant of the Company, is a Qualified Person (“QP”) as defined
by National Instrument 43-101. Dr. Osterman has reviewed and is responsible for the technical
information disclosed in this presentation as it relates to the Tombstone South Property.
Management and Directors
The Company’s management and directors following the closing of the Transaction are as follows:
Mark J. Morabito, BA, JD, Director and Chair – Mr. Morabito has more than 20 years of experience
in the public markets with expertise in raising capital and corporate development. He is the
founder of King & Bay West, a merchant bank and technical services company that specializes in
identifying, funding, developing and managing high-potential opportunities. Mr. Morabito has been
the principal driving force behind numerous resource development companies including Alderon
Iron Ore Corp. and Excelsior Mining Corp., among others. He has raised more than $900 million
in capital and commitments to date and has attained two listings on the New York Stock
Exchange. Mr. Morabito has a Bachelor of Arts from Simon Fraser University and completed his
Juris Doctor degree at Western University.
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Ken Brophy, Director and Incoming Chief Executive Officer Mr. Brophy's career comprises over
twenty-five years of experience in the natural resources sector, focused primarily on advancing
and de-risking development-stage projects. Mr. Brophy is an experienced executive with a
successful track record of project management, building and leading teams, and has many years
of experience with Environmental Social Governance (“ESG”) initiatives, such as Corporate Social
Responsibility (CSR), Indigenous, government and stakeholder relations. Mr. Brophy is currently
president of Ram River Coal Corp., a private Canadian company with a steel-making coal project
located in Alberta, Canada. He also serves as a director for Supernova Metals Corp, a TSX-V
listed junior exploration company with assets in Canada and the US.
Jay Sujir, BA, LL.B., Director – Mr. Sujir i s a Partner in Farris, Vaughan, Wills & Murphy LLP.
Following more than 20 years with Anfield, Sujir, Kennedy & Durno, he joined Farris’ Securities
practice group. Mr. Sujir has over 30 years’ experience acting for public and private companies.
He was called to the BC Bar in 1986 after obtaining his LLB from the University of Victoria. He
obtained his BA (Economics & Philosophy) in 1981, also from the University of Victoria.
Dr. Anthony P. Taylor, BSc, PhD, CPG, Director – Dr. Taylor is an exploration geologist and was
a manager for 52 years with majors including Cominco, Selection Trust, BP Minerals, RTZ, and
Gencor until 1994 in Europe, Mexico, Australia, South Africa and the USA. Dr. Taylor contributed
to major mineral discoveries, some of which became successful producing mines. He
subsequently founded three junior exploration companies. Dr. Taylor is currently President, CEO
and Director of Selex Resources, a private Ontario Corporation, and is a retired Independent
Director of Hecla Mining Company.
Mark Lotz, BBA, CA, Director – Mr. Lotz is a Chartered Professional Accountant practicing publicly
through his firm Lotz CPA Inc. with more than 26 years of public practice experience focusing of
public company reporting, tax and consulting. Formerly a CEO and CFO in the brokerage industry,
he also has senior management experience in the mining, manufacturing, cannabis and digital
media sectors. Mr. Lotz provides strategic tax and business planning and is a sought-after expert
for complex contractual issues and financial quantification. He regularly consults with legal firms
acting as an expert witness on matters of securities regulation and litigation. His public company
experience is extensive, including: Luff Enterprises (formerly Ascent Industries Corp., Global
Crossing Airlines (formerly Canada Jetlines Ltd.), Candente Copper Corp, Xali Gold, Loop
Insights Inc., TrackX Holdings, Gnomestar Craft Inc., Gold Basin Resources, and Prophecy Coal.
Daniel Lee, B. Comm, CPA-CA, Chief Financial Officer – Mr. Lee is a seasoned finance and
accounting professional with over ten years of progressive experience in public practice and in
industry. He has extensive experience working with public and private companies in a variety of
sectors providing accounting, audit, tax and financial advisory services. His most recent
experience comes from the start-up software and technology industry. Mr. Lee is a Chartered
Professional Accountant (CPA, CA) in Canada and holds a Bachelor of Commerce degree from
the University of British Columbia’s Sauder School of Business.
Sheila Paine, Corporate Secretary - Ms. Paine has over 30 years’ experience as a senior
paralegal, specializing in corporate, securities and regulatory matters both in Canada and the
United States. For the past 15 years, Sheila has acted as Corporate Secretary or Assistant
Corporate Secretary for a number of public companies trading on various stock exchanges. She
is currently the Corporate Secretary of Excelsior Mining Corp. (TSX and OTCQX), Global
Crossing Airlines Group Inc. (NEO Exchange and OTCQB), Canada Jetlines Operations Ltd.
(NEO Exchange) and Intrepid Metals Corp. (TSX-V).
The Company has also issued a total of 75,000 stock options to a director exercisable at $0.25
for a five-year period.
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Offering
In conjunction with the Transaction, the Company previously completed a non-brokered private
placement (the “Offering”) that consisted of 15,352,500 units issued at $0.20 per unit (each a
“Unit”) for aggregate gross proceeds of $3,070,500. Each Unit consists of one common share
(each a “Share”) and one half of one warrant (each whole warrant, a “Warrant”). Each Warrant
entitles the holder thereof to purchase an additional Share for $0.35 for a period of 24 months
after closing.
The Company intends to use the net proceeds of the Offering for the purposes set out in its Filing
Statement dated June 30, 2021 which is filed on SEDAR at www.sedar.com. In connection with
the Offering the Company paid finder’s fees to two finders of $63,000 in cash and issued 315,000
non-transferrable finder’s warrants. Each finder’s warrant is exercisable for a share at an exercise
price of $0.20 for a period of 24 months after closing. All securities issued in the Offering are
subject to a statutory four month hold period that expires on August 22, 2022.
This news release does not constitute an offer of securities for sale in the United States.
The securities being offered have not been, nor will they be, registered under the Unites
States Securities Act of 1933, as amended, and such securities may not be offered or sold
within the United States absent U.S. registration or an applicable exemption from U.S.
registration requirements.
Cautionary Statements
Additional information as required can be found in the Filing Statement dated June 30, 2021 (the
“Filing Statement”) and documents incorporated by reference therein and available on SEDAR
at www.sedar.com or will be provided by way of a subsequent news release or material change
report. Trading in the common shares of the Company on the Exchange will remain halted until
such time as the requirements of the Exchange are met.
Investors are cautioned that, except as disclosed in the Filing Statement and the Prospectus, and
press releases of the Company, 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 should be considered highly speculative.
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.
About Intrepid Metals Corp.
Intrepid is developing a potential high-grade silver/lead/zinc project in close proximity to producing
mines. For more information on Intrepid, please visit www.intrepidmetals.com
INTREPID METALS CORP.
On behalf of the Board
“Mark J. Morabito”
Chair
For further information regarding this news release, please contact:
Investor Relations
604-681-8030
Page 5 of 5
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this release constitute forward-looking statements and forward-looking information (collectively
referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. Such forward-looking
statements relate to: (i) use of proceeds from the Offering; and (ii) the exploration potential of the Property.
All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements are often,
but not always, identified by the use of words such as "anticipate", "budget", "plan", "estimate", "expect", "forecast", "may", "will",
"project", "potential", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and
unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in
such forward-looking statements. Intrepid believes the expectations reflected in those forward-looking statements are reasonable but
no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this
release should not be unduly relied upon. These forward-looking statements speak only as of the date of this release, or as of the
date specified in the documents incorporated by reference into this release, as the case may be.
With respect to forward-looking statements contained in this release, Intrepid has made assumptions regarding, among other thing:
the accuracy, reliability and applicability of Intrepid’s business model; the impact of COVID-19 on Intrepid’s operations; the ability of
Intrepid to implement its business plan as intended; the legislative and regulatory environments of the jurisdictions where Intrepid
carries on business; the impact of competition; and the availability of financing to execute the business plan. Intrepid has included the
above summary of assumptions and risks related to forward-looking statements provided in this release in order to provide investors
with a more complete perspective on Intrepid’s current and future operations and such information may not be appropriate for other
purposes.
Readers are cautioned that the foregoing lists of factors are not exhaustive and it would be unreasonable to rely on any such forward-
looking statements and information as creating any legal rights, that the statements and information are not guarantees and may
involve known and unknown risks and uncertainties, and that actual results may differ (and may differ materially) and objectives and
strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various
factors. Except as required by applicable securities laws, Intrepid is not under any duty and do not undertake any obligation to publicly
update or revise any forward-looking statements after the date of this release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy
of this release.