Ztr Enters into Letter of Intent to Acquire Federal GOLD
ZTR ACQUISITION CORP.
Suite 918, 1030 West Georgia Street
Vancouver, British Columbia, V6E 2Y3
ZTR ENTERS INTO LETTER OF INTENT TO ACQUIRE FEDERAL GOLD
August 19, 2020 – Vancouver, British Columbia – ZTR Acquisition Corp. (the “Company”)
(TSXV: ZTR.H) announces that it has entered into a letter of intent (the “LOI”) dated effective
August 17, 2020 outlining the general terms and conditions with respect to the acquisition (the
“Acquisition”) by the Company of all the issued and outstanding share capital of Federal Gold
Corp. (“Federal Gold”).
The Company and Federal Gold are at arms-length, and the Acquisition will constitute a reverse-
takeover of the Company in accordance with the policies of the TSX Venture Exchange (the
“Exchange”). Assuming completion of the Acquisition, it is anticipated that the Company will be
listed on the Exchange as a Tier 2 Mining Issuer.
Federal Gold is a widely-held private company which controls the rights to the Uchi, Iron Butte
and Dorado and Cordillera mineral exploration projects located in the Province of Ontario, the
State of Nevada and the Republic of Chile, respectively. Following completion of the Acquisition,
it is anticipated that exploration and development of the Uchi and Dorado projects will be the
primary focus of the Company.
Uchi Property (Ontario)
The Uchi property is located approximately 80 km east of Red Lake, Ontario in the Birch-Uchi
greenstone belt. The western portion of the property is adjacent to the past-producing South Bay
Cu-Zn-Ag mine. The eastern portion of the property is adjacent to the past-producing Uchi Au
mine. The property, which covers an area of 5,232 hectares represents a regional exploration
opportunity in a greenstone belt with known zones of significant mineralization, but which remains
relatively underexplored.
Iron Butte Property (Nevada)
The Iron Butte Property is located 60 km south of Battle Mountain, Nevada. The property, which
covers an area of approximately 200 hectares features a well-defined bulk-tonnage epithermal
gold and silver system which outcrops at surface. Federal Gold has an option to acquire the
property by making a series of staged cash and share payments totalling US$1,572,750 over six
years and arranging for the issuance of 187,500 common shares of the Company to the optionor.
Dorado Property (Chile)
The Dorado property is located in the Maricunga region of Chile, approximately 135 km east of
Copiapo. The property, which covers an area of 1,600 hectares is reported to feature a significant
but poorly defined gold-rich porphyry system which outcrops at surface. Additionally, the property
is reported to be host to significant zones of hydrothermal alteration at surface, that have not been
explored or drilled.
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Cordillera (Chile)
The Cordillera property is located in the Maricunga region of Chile, approximately100 km east of
Copiapo. The property, which covers an area of approximately 1,680 hectares, is located 7 km
south of the Maricunga Mine, formerly operated by Kinross, and 3 km north of the Caspiche
Deposit, now being developed by the Norte Abierto Joint Venture between Barrick and Newmont.
The Cordillera property is an early stage property prospective for porphyry gold and epithermal
gold style mineralization which has not been adequately explored.
Terms of the Acquisition
Federal Gold is a privately held company existing under the laws of t he Province of British
Columbia. Federal Gold currently has 35,187,000 common shares (“Federal Gold Shares”)
issued and outstanding. Selected financial information on Federal Gold will be disclosed when
available.
Under the terms of the Acquisition, shareholders of Federal Gold will be issued common shares
of the Company (the “Consideration Shares”) in exchange for their Federal Gold Shares on a
one-for-one basis. This will result in the issuance of 35,187,000 Consideration Shares based on
the current capital structure of Federal Gold. Certain of the Consideration Shares will be subject
to escrow pursuant to the policies of the Exchange, in addition to pooling restrictions that may be
negotiated by the parties.
In connection with completion of the Acquisition, it is anticipated that the Company will change its
name to “Angold Resources Ltd.” and will adopt the ticker symbol “AAU”.
Concurrent Financing
As a condition to completing the Acquisition, the parties intend to complete a non-brokered private
placement financing (the “Concurrent Financing”) to raise up to $7,500,000 through the
issuance of up to 18,750,000 subscription receipts of Federal Gold at a price of $0.40 per
subscription receipt. The proceeds of the Financing will be held in escrow, pending the Company
receiving all applicable regulatory approvals and completing the Acquisition. Upon satisfaction of
the escrow conditions, immediately prior to completion of the Acquisition, each subscription
receipt will automatically convert into one common share of Federal Gold for no additional
consideration and will be exchanged for Consideration Shares on a one-for-one basis. If the
Acquisition is not completed on or before December 31, 2020, the Concurrent Financing proceeds
will be returned to the subscribers. Finder’s fees may be payable to arm’s length parties who
introduce subscribers to the Concurrent Financing, in accordance with the policies of the
Exchange.
Board of Directors and Management Changes
On completion of the proposed Acquisition, the Company’s board of directors and management
team will be reconstituted to consist individuals to be mutually agree between the Company and
Federal Gold, including the individuals listed below. I nformation on additional board and
management appointments will be disclosed when available.
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Adrian Rothwell, President, Chief Executive Officer and Director
Mining industry entrepreneur and executive for over 25 years. President, Chief Executive Officer
and Director of Lucky Minerals Inc. since September 16, 2019, Director and Chair of the Audit
Committee on Fireweed Zinc Ltd. since February 14, 2017 and Director of KORE Mining Ltd.
since October 30, 2018 (and founder in February 2016), formerly the President and Chief
Executive Officer of KORE Mining Ltd. Adrian is both a British Columbia Chartered Professional
Accountant and a member of the Institute of Chartered Accountants of A ustralia and New
Zealand. He holds a Bachelor of Economics from Macquarie University.
Galen McNamara, Director
Entrepreneur and geologist with extensive discovery and capital markets experience over nearly
15 years. Co-winner 2018 PDAC Bill Dennis “Prospector of the Year” Award for the Arrow uranium
deposit and 2016 Mines and Money Exploration Award. Chief Executive Officer and Director of
Summa Silver Corp. since May 8, 2020. Galen holds MSc and BSc degrees in geology from
Laurentian University.
Brandon Bonifacio, Director
Mining executive with expertise in project development, mergers and acquisitions and over 10
years of e xperience. Formerly finance director of t he Norte Abierto Joint Venture (Cerro
Casale/Caspiche) in the Maricunga Region, Chile and member of the corporate development
team at Newmont Corporation (former Goldcorp Inc.). Brandon holds a MASc – Mining
Engineering and MBA from the University of Nevada, Reno and a BComm from the University of
British Columbia.
Rony Zimmerman, Director
Natural Resources Attorney qualified in Chile and Canada, with a focus on mining projects and
capital markets. Rony is a 13 year partner at a major Chilean law firm and was ranked in
Chambers and Partners, “Who's Who Mining Legal 500 Best Lawyers and Latin Lawyer”. He is
the former Co-President of Natural Resources Committee - International Section of American Bar
Association.
Shareholder Approval
Approval of the shareholders of t he Company will not be required in connection with the
Acquisition, in accordance with Exchange Policy 5.2, as the Acquisition is not a related party
transaction and no other circumstances exist which may comprise the independence of t he
Company or other interested parties. The Company is without active operations, is not subject to
a cease trade order or trading suspension, and shareholder approval is not required for the
Acquisition under applicable corporate or securities laws.
Sponsorship
Sponsorship of the Acquisition is required by Exchange Policy 2.2, unless an exemption from the
sponsorship requirement is available. The Company will be seeking a waiver of any requirement
for a sponsor in connection with the Acquisition.
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Further Information
Closing of the Acquisition is subject to a number of c onditions including the satisfactory
completion of due diligence, the negotiation and entering into of definitive agreements, the
completion of the Concurrent Financing, receipt of all required shareholder, regulatory and third-
party consents, including Exchange approval, and satisfaction of other customary closing
conditions. The Acquisition and Concurrent Financing cannot close until the required approvals
are obtained. There can be no assurance that the Acquisition and Concurrent Financing will be
completed as proposed or at all. Except in connection with the Concurrent Financing, no finders’
fees or commissions are payable in connection with completion of the Acquisition, and no
advances or loans to Federal Gold are contemplated prior to completion of the Acquisition.
In connection with the Acquisition, the Company has commissioned geological reports on the
Uchi and Dorado properties (collectively, the “Geological Reports”), which are intended to be
the primary focus of the Company following completion of the Acquisition. Prior to completion of
the Acquisition, copies of the Geological Reports will be filed and posted on SEDAR. Further
information on the Acquisition will be available and posted on SEDAR upon completion of a filing
statement that will be prepared by the Company.
Trading in the common shares of the Company will remain halted pending further filings with the
Exchange.
On Behalf of the Board of Directors,
ZTR ACQUISITION CORP.
Martin Bajic, Chief Executive Officer
Phone: 604.628.5621
Fax: 604.662.7950
The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has
neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange
nor its Regulation Services Provider (as that term is d efined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Completion of the Acquisition is subject to a number of conditions, including but not limited to Exchange
acceptance and shareholder approval, if applicable. The Acquisition and Concurrent Financing cannot be
completed until such approvals are obtained. There can be no assurance that the Acquisition will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with
the Acquisition, any information released or received with respect to the Acquisition may not be accurate
or complete and should not be relied upon. Trading in the securities of the Company should be considered
highly speculative.
Statements included in this announcement, including statements concerning our plans, intentions and
expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-
looking statements”. Forward-looking statements may be identified by words including “anticipates”,
“believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that
forward-looking statements, including without limitation those relating to the Company's future operations
and business prospects, are subject to certain risks and uncertainties that could cause actual results to
differ materially from those indicated in the forward-looking statements.