Leocor Gold enters into definitive agreement to acquire Hare Bay Resources Corp.
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Leocor Gold Inc.
Suite 303, 750 West Pender Street
Vancouver, BC V6C 2T7
LEOCOR GOLD ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE
HARE BAY RESOURCES CORP.
Vancouver, British Columbia – December 24, 2020 - Leocor Gold Inc. (the “Company” or
“Leocor”) (CSE: LECR ; Frankfurt: LGO; US:LECRF ) is pleased to announce that it has
entered into a definitive share exchange agreement (the “ Definitive Agreement ”) with
Hare Bay Resources Corp. (“Hare Bay”), pursuant to which the Company will acquire 100%
of the issued and outstanding common shares in the capital of Hare Bay (the “Hare Bay
Shares”) in exchange for common shares of the Company (“ Company Shares”) at a ratio
of one Company Share for every one Hare Bay Share (the “ Transaction”). Upon closing, it
is ex pected that the Company will issue approximately 4,750,001 Company Shares to
shareholders of Hare Bay. The Definitive Agreement replaces the letter of intent between
the Company and Hare Bay with respect to the Transaction, which was announced in the
Company’s news release dated December 4, 2020.
Pursuant to the Definitive Agreement, as a condition precedent to closing the Transaction,
Hare Bay, White Metal Resources Corp. (“ White Metal”) and the Company have entered
into an assignment and assumption agr eement (the “ Assignment Agreement”) pursuant
to which Hare Bay will assign to the Company its option (the “ Option”) to acquire from
White Metal, 70% of the approximately 6,847-hectare Star Trek Gold Project, located in
Central Newfoundland (the “ Project”). The Project, as more particularly described below,
is located in the Gander Zone geological group, in rocks similar to those underlying New
Found Gold Corp.’s Queensway Gold Project located approximately 25 km to the west.
In order to exercise the Option, Leocor must:
(1) make $125,000 in cash payments to White Metal over two years , as follows: (1)
$50,000 on or before October 5, 2021; and (2) an additional $75,000 on or before
October 5, 2022;
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(2) issue 866,666 Company Shares to White Metal over two years , as f ollows: (1)
133,333 within 5 days after closing of the Transaction; (2) an additional 300,000 on
or before October 5, 2021; and (3) an additional 433,333 on or before October 5,
2022; and
(3) incur exploration expenditures of at least $900,000 over three years, as follows: (1)
$150,000 on or before October 5, 2021; (2) an additional $250,000 on or before
October 5, 2022; and (3) an additional $500,000 on or before October 5, 2023.
The Transaction is subject to a number of condition s precedent set forth in the D efinitive
Agreement, including: (i) execution of the Assignment Agreement ; (ii) approval of the
Transaction by the directors of the Company ; (iii) approval of the Transaction by the
directors and shareholders of Hare Bay; and (iii) receipt of requisite third party consents
and approvals, including any required approvals of the Canadian Securities Exchange.
“This addition increases our footprint of prospective ground in Newfoundland and
exposes Leocor to a second district beyond Baie Verte,” said Alex Klenma n, CEO of Leocor
Gold. “Star Trek is sizeable, along trend with some very high -profile projects and
discoveries and features some compelling data from the exploration done to date. It
meets our acquisition criteria and is a good fit for our expanding portf olio,” continued Mr.
Klenman.
The Project
The P roject contains three areas of interest, the Western, Central and Eastern Zones.
More than 50 gold occurrences have been discovered on the property through previous
trenching and grab samples. The Western Zone features gold mineralization outlined for
2km, with grab samples ** up to 3.5 grams-per-tonne (“g/t”) gold (“Au”) in quartz stock
work, with veins featuring epithermal features, arsenopyrite and trace amounts of stibnite
(see White Metal news releases dated December 18, 2019 and July 30, 2019) . The Eastern
Zone has been traced for 2km and displays characteristics of hydrothermal alteration, with
solidification, albite, and tourmaline. The Central Zone has seen trenching by Rubicon
Minerals, which focus ed on gold showings in epithermal veining, and which produced
highly anomalous values of gold, arsenic and antimony, and s ampling by White Metal
which produced grab samples ** up to 40 g/t Au (see White Metal ’s news release dated
July 30, 2019). **The surface grab samples described in this news release are selective by
nature and are unlikely to represent average grades of the Project.
In December 2019, White Metal completed a 402 line -kilometre, fixed -wing, high -
resolution aeromagnetic gradiometer, and dig ital VLF -EM survey. The airborne survey
mapped new and refine d known geological structures (faults and shear zones) of which
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northeast-trending structures are known to host gold and antimony mineralization. The
survey defined several new structures, includ ing a series of secondary east -west trending
structures, and numerous bedrock conductors suggestive of semi -massive to massive
sulphides. Together with historical data, this new information generated new targets for
ground truthing and follow-up exploration.
Termination of Shotgun Option Agreement
The Company also announces that it has decided not to pursue the acquisition of the
Shotgun Mineral Property located in the Lilooet Mining Division near Pemberton, British
Columbia (the “ Shotgun Property ”), and h as, accordingly, terminated its option
agreement with Michael Blady, Dev Rishy -Maharaj and Christopher R. Paul (collectively,
the “ Optionor”), pursuant to which the Company had the right to acquire 100% of the
Shotgun Property. The Company has provided notice of termination to the Optionor.
Qualified Person
The scientific, technical and historical information in this news release relating to the
Project is taken from White Metal’s news releases dated October 14, 2020, December 18,
2019 and July 30, 2019, copies of which are available under White Metal’s SEDAR profile.
The scientific and t echnical information in this news release has been reviewed and
approved by Wayne Reid, P. Geo., a director of the Company, who is a Qualified Person as
defined in National Instrument 43-101.
About Leocor Gold Inc.
Leocor Gold Inc. is a British Columbia -based resource company involved in the acquisition
and exploration of precious metal projects, with a current focus in Atlantic Canada.
Leocor is a reporting issuer in Brit ish Columbia, Alberta and Ontario . Leocor , through
outright ownership and earn -in agreements, currently controls over 1600 - hectares of
prime exploration ground in the prolific Baie Verte Mining District, proximal to known
deposits and currently producing mines, including Anaconda Mining’s Pine Cove Mine and
Stogertite deposit, and Rambler Metals’ Ming Mine.
Contact Information
Leocor Gold Inc.
Alex Klenman, Chief Executive Officer
Email: [email protected]
Telephone: (604) 970-4330
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Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy
or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities
laws. Such information includes, without limitation, information regarding the terms and
conditions of the Transaction. Although Leocor believes that such information is reasonable, it can
give no assurance that such expectations will prove to be correct. Forward looking information is
typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”,
“postulate” and similar expressions, or are those, which, by their nature, refer to future events.
Leocor cautions investors that any forward-looking information provided by Leocor is not a
guarantee of future results or performance, and that actual results may differ materially from
those in forward looking information as a result of various factors, including, but not limited to: the
agreement of the parties to proceed with and complete the Transaction on the terms set out in the
Definitive Agreement or at all; the state of the financial markets for Leocor's securities; recent
market volatility; circumstances related to COVID-19; and other risks and factors that Leocor is
unaware of at this time.
The forward-looking statements contained in this press release are made as of the date of this
press release. Leocor disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required
by law.