Rock Edge Resources Announces Amended Private Placements
12274318.1
Rock Edge Resources Announces Amended Private
Placements
Vancouver, British Columbia, June 23, 2023: Rock Edge Resources Ltd. (the "Company" or
"Rock Edge ") (CSE: REDG) announces that it has amended the non -brokered private
placement announced on June 14, 2023, to support its exploration initiatives and bolster
working capital. The amended private placements consist of two offerings : a non-
brokered non-flow-through private placement (“NFT Units”) and a non-brokered Critical
Minerals flow through private placement (“FT Units”).
The Company has amended the NFT Units up to 4.0 million NFT Units to a price of $0.05
per NFT Unit. This offering is expected to generate aggregate gross proceeds of up to
$200,000. Each NFT Unit will comprise one common share ("Share") and one transferable
share purchase warrant ("Warrant") of the Company. Holders of the Warrants will have
the opportunity to acquire one common share (“Warrant Share”) at a price of $0.075 per
share for a period of 24 months from the date of issuance.
The funds raised from the NFT Units will be primarily allocated towards exploration activities
on the Company's lith ium properties in Ontario. Additionally, a portion of the proceeds
will be utilized for general working capital.
In parallel, the Company announces a private placement of FT Units specifically designed
for critical minerals. The FT Units will consist of up to 4.0 million FT Units at a price of $0.05
per FT Unit, resulting in aggregate gross proceeds of up to $200,000. Each Critical Minerals
FT Unit will include one flow-through share ("FT Share") that qualifies as a Critical Minerals
flow-through share under the Income Tax Act (Canada), along with a transferable half
non-flow-through share purchase warrant of the Company ("NFT Warrant"). Each whole
NFT Warrant will enable the holder to acquire an additional Share at a price of $0.10 per
Share for a period of 24 months from the date of issuance.
The gross proceeds from the FT Units will be utilized for incurring "Canadian exploration
expenses" and "f low-through critical mineral mining expenditures" as defined in the
Income Tax Act (Canada).
All Shares, Warrants, and NFT Warrants, as well as the Shares underlying the Warrants and
NFT Warrants, will be subject to a statutory hold period of four months and one day from
the date of issuance.
"We are pleased to announce these amended private placements, which provide the
necessary funding to advance our exploration efforts on our lithium properties in Ontario,"
stated Charles Desjardins, CEO of Rock Edge Resources. "These investments will not only
facilitate the exploration activities but also support our ongoing commitment to
sustainable resource development. We are excited about the potential growth
opportunities and value creation that lie ahead."
This news release does not constitute an offer to sell or a solicitation of an offer to buy any
of the securities in the United States. The securities 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 unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
Maun Lithium Property
The Maun Lithium property consists of 51 mining claims totaling 1,454 hectares. The
property straddles the terrane boundary between the East Wabigoon and English River
subprovinces. These terrane boundaries are integrally related to the location of
northwestern Ontario lithium deposits and occurrences, as they act as deep -seated
sutures for parental granitic melts (Breaks et al., 2003 1). The Maun Lithium property is
located approximately 2.3 km east of Superb Lake.
Terrier Lithium Property
The Terrier Lithium property consists of 19 mining claims totaling 2,636 hectares. The
property lies 8 km north of the English River-East Wabigoon terrane boundary. The property
is located along the edge of a muscovite-bearing granitic pluton, a peraluminous S-type
fertile parental granite (Breaks et al., 2003 1) and in contact with metasediments.
Metasediments make excellent exo -contact hosts for rare -element pegmatites
fractionating from a fertile granitic parent (Breaks et al., 20031). An east-trending structural
feature mapped by the OGS transects the property providing possible pathways for
parental granitic melts. Reconnaissance mapping by the Ontario Department of Mines in
1931 along river and lake systems identified several pegmatites hosted within muscovite-
bearing granites and metasediments. Some of these occurrences are located on the
Terrier Lithium property. Diamond drilling by Anaconda Mining in 1956 investigating iron
formations to the north of the property noted white pegmatites containing garnet,
tourmaline, muscovite and some instances fluorite with downhole intervals up to 30 m
(OGS assessment file 42L10NE0004). These minerals are good indicators of fractionation
from a fertile parental granite (Breaks et al., 2003 1). Anaconda did not assay the
pegmatites.
Superb Lake Lithium Property
The property consists of approximately 2,378 hectares land in the O' Sullivan Lake / Maun
Lake area of the Thunder Bay Mining District of Northwestern Ontario, Canada.
Geologically, the property is situated in the eastern part of Wabigoon Subprovince of the
Superior Geological Province. The Superb Lake area has historical exploration work
carried out since the 1950s with the discovery of lithium along the shores of Superb Lake.
The Superb Lake pegmatite has a minimum outcrop exposure of a strike length of 16 m,
and its width varies from 2.5 m at the shoreline to a maximum of 3.7 m, where an old blast
pit was excavated. The results of four samples taken in 2020 from spodumene-rich part
indicate lithium oxide (Li2O) values in the range of 1.77 % to 4.03% , and from December
14, 2022, a recorded surface channel #3 of 2.47% Li 2O over 3.2 m, which includes 5.84%
Li2O over 1.1 m.
Val-d'Or East Lithium Property
The property is located approximately 65km southeast from The NAL Lithium Processing
Plant (A Piedmont/Sayona Joint Venture), which just announced it produced its first batch
of spodumene concentrate (SC6) and 30km southwest of Val -d'Or, a logistics hub for
mining service. Currently, three lithium refiners are in the works, with Sayona planning to
commission a refinery that will output Lithium Hydroxide, located approximately 70km
southeast of the property. Additionally, there is a third refinery planned by Nameska near
Becancour, about 200km southeast of the Rock Edge's Val d'Or East Lithium Project.
The property is contiguous to Sayona Mining Limited's (ASX: SYA) property and to
Brunswick exploration property. The property lies chiefly on the metagraywackes of the
Pontiac Geological Subprovince. The Réservoir Decelles Batholith is located 1-3km away
from the property and consists of a heterogeneous granite which contains muscovite-
pegmatites. The vicinity of the property was prospected for Cu -Ni (Lac Granet, Lac
Louvicourt-South and Céré -Villebon), and the search for pegmatites was ignored until
very recently.
References
1. Breaks, F.W., Selway, J.B. and Tindle, A.G. 2003. Fertile peraluminous granites and related rare -
element mineralization in pegmatites, Superior Province, northwest and northeast Ontario: Operation
Treasure Hunt; Ontario Geological Survey, Open File Report 6099, 179p.
About Rock Edge Resources Ltd.
Rock Edge Resources Ltd. is focused on acquiring and exploring mineral property assets,
with a specific emphasis on the Northwestern Ontario Lithium belt and the province of
Quebec. Its objective is to locate, develop and bring to market economically viable
properties that contain critical minerals, base metals and precious metals. With the
support of the Ontario government's Critical Minerals Strategy, Rock Edge is poised to
take advantage of the growing demand for these essential minerals and contribute to
the region's economic growth.
On Behalf of the Board of Directors
Charles Desjardins
Chief Executive Officer and Director
Phone #604-808-3156
Email: [email protected]
The Canadian Securities Exchange has neither approved nor disapproved the contents
of this news release and accepts no responsibility for the adequacy or accuracy hereof.
Forward Looking Statements
This news release contains "forward -looking statements" and "forward looking information"
(as defined under applicable securities laws), based on management's best estimates,
assumptions, and current expectations. Such statements include but are not limited to,
statements with respe ct to the plans for future exploration and development of the
Company 's properties and the acquisition of additional exploration projects. Generally,
these forward -looking statements can be identified by the use of forward -looking
terminology such as "expe cts", "expected", "budgeted", "forecasts", "anticipates" "plans",
"anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal",
"objective", "prospective", and similar expressions, or that events or conditions "will",
"would", "may", "can", "could" or "should" occur. These statements should not be read as
guarantees of future performance or results. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from those expressed or implied by such
statements, including but not limited to: risks related to the receipt of all necessary
regulatory and third party approvals for the proposed operations of the Company 's
business and exploration activities, risks related to the Company 's exploration properties;
risks related to international operations; risks related to general economic conditions,
actual results of current exploration activities, unanticipated reclamation expenses ;
changes in project parameters as plans continue to be refined; fluctuations in prices of
commodities including lithium and gold; fluctuations in foreign currency exchange rates,
increases in market prices of mining consumables, possible variations in res erves; failure of
plant, equipment or processes to operate as anticipated; accidents, labour disputes, title
disputes, claims and limitations on insurance coverage and other risks of the mining
industry; delays in the completion of exploration, development or construction activities,
changes in national and local government regulation of mining operations, tax rules and
regulations, and political and economic developments in jurisdictions in which the
Company operates. . Although the Company has attempted t o identify important factors
that could cause actual results to differ materially from those contained in forward -looking
statements, there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance t hat such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated
in such statements. The forward -looking statements and forward -looking information are
made as of the date hereof and are qual ified in their entirety by this cautionary statement.
The Company disclaims any obligation to revise or update any such factors or to publicly
announce the result of any revisions to any forward -looking statements or forward -looking
information contained h erein to reflect future results, events or developments, except as
require by law. Accordingly, readers should not place undue reliance on forward -looking
statements and information. Please refer to the Company's most recent filings under its
profile at ww w.sedar.com for further information respecting the risks affecting the
Company and its business.