Metal Energy and Mistango River Announce Exploration Option Agreement and Call Option Agreement regarding the Manibridge Project
Metal Energy and Mistango River Announce
Exploration Option Agreement and Call Option
Agreement regarding the Manibridge Project
TORONTO
,
Nov. 2, 2022
/CNW/ - Metal Energy Corp. (TSXV: MERG) (the "
Company
" or "
Metal
Energy
") and Mistango River Resources Inc. (CSE:MIS) ("
Mistango
") are pleased to jointly
announce that they have entered into an option agreement (the "
Option Agreement
") and a call
option agreement (the "
Call Option Agreement
"), each dated
October 28, 2022
. Each such
agreement pertains to a 15% interest (except the NSR as defined below) (the "
Interest
") in Metal
Energy's Manibridge project (the "
Project
"), consisting of 19 mineral claims encompassing
approximately 4,368 hectares, located in the province of
Manitoba
, approximately 20 kilometers
southwest of
Wabowden, Manitoba
.
Terms of the Option Agreement
Pursuant to the Option Agreement, Metal Energy, as optionor, granted Mistango, as optionee, an
option to acquire the Interest in the Project. Consideration for acquiring the Interest is the carrying
out by Mistango of an aggregate of
$1,500,000
in work obligations to enable the carrying out of
exploration work on the project by not later than
December 31, 2022
(the "
Work Obligations
").
The
$1,500,000
in Work Obligations will be incurred primarily through third-party contractors and for
drilling, drill-related work, geophysics, reports and sampling and all services in support thereof, but
will also include all necessary maintenance and carrying costs including taxes or fees levied by the
Province of
Manitoba
or its agencies or the local municipality (but not sales taxes or taxes on income
or profits) relating to the Project. The Company shall be entitled to charge a management fee equal
to 5% of all such third-party costs, which shall form part of the Work Obligations. No partial interest
in the Mining Claims will be earned by Mistango until the Work Obligations have been met
completely. Mistango may, at any time or times, accelerate the Work Obligations prior to its due
date in order to earn its Interest in the Project earlier.
The Mining Claims are subject to the following net smelter royalties ("NSRs"): (a) a two percent NSR
on the Project held by Glencore of which the Optionee has the right to buy back half (50% of the
aforementioned two percent thereof), at a price of
$1,000,000
prior to the expiry of one year after
the start of commercial production; and (b) a one percent NSR on claims P1271F and P1262F and a
two percent NSR on the other 17 claims of the Project being acquired from CanAlaska.
Terms of the Call Option Agreement
Pursuant to the Call Option Agreement, Mistango, as vendor, agreed to sell the Interest in the
Project to Metal Energy, as purchaser, on the closing date. Such closing date to be on or before
thirty days after Metal Energy has given notice to Mistango of its desire to exercise its call option
(the "
Closing Date
"). Such call option is Metal Energy's right to acquire the Interest at any time after
February 28, 2023
but before
April 30, 2024
(the "
Call Option
"). The purchase price payable by
Metal Energy to Mistango for the Interest on the Closing Date is
$2,250,000
, which may be paid, at
the sole option of Metal Energy, in cash or in common shares of Metal Energy ("
Metal Energy
Shares
"). If paid in Metal Energy Shares, the price per share shall be equal to the 15 day VWAP of
such shares on the TSX Venture Exchange (the "
Exchange
") ending three business days prior to the
Closing Date. The Interest is subject to the NSR
The exercise of the Call Option and the completion of the transfer of Interest from Mistango to Metal
Energy at the Closing Date shall be subject to the prior approval of the Exchange. There is no
assurance that Exchange approval of the Call Option will be obtained. The Option Agreement and
the Call Option Agreement are also subject to the approval of Metal Energy's partners CanAlaska
Uranium Ltd. And Glencore Canada Corporation.
Additional Information on the Transaction
The Option Agreement and Call Option Agreement involve "Non-Arm's Length Parties" as such term
is defined Policy 1.1 of the Exchange, as
Stephen Stewart
,
Alex Stewart
, and
Charles Beaudry
,
directors of Metal Energy, are also directors of Mistango. In accordance with Policy 5.3 of the
Exchange, the Option Agreement and the Call Option Agreement constitute a "Reviewable
Disposition" for Metal Energy and a "Reviewable Acquisition" for Mistango. The Option Agreement
and Call Option Agreement are subject to acceptance by the Exchange.
No finders fees will be paid in connection with the Option Agreement and the Call Option Agreement.
About the Manibridge Project
Manibridge Project encompasses 4,368 hectares and is within the world-class Thompson Nickel
Belt. The Project is 20 kilometers southwest of
Wabowden, Manitoba
with significant infrastructure
and capacity supporting previous exploration programs, including year-round highway access via
Highway 6.
About Metal Energy Corp.
Metal Energy is a well-funded nickel and battery metal exploration company with two projects,
Manibridge and Strange, in the politically stable jurisdictions of
Manitoba
and
Ontario, Canada
,
respectively. Both projects are subject to earn-in agreements where the Company can acquire 100%
exploration rights to approximately 16,200 hectares.
About Mistango River Resources Inc.
Mistango is a Canadian-based exploration and development company focused on its
Kirkland Lake
West
and Omega projects in the
Kirkland Lake
District of
Ontario's
Abitibi Greenstone Belt. The
Company is listed on the Canadian Securities Exchange ("CSE") under the symbol MIS.
Agnico Eagle Mines Limited (TSX: AEM) holds an option to acquire up to a 75% interest in
Mistango's
Kirkland West
and Omega projects (the "Projects") in exchange for spending
$60 million
on the Projects.
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or
information ("
forward-looking statements
)", including details about the business of Metal Energy
and Mistango. All statements in this news release, other than statements of historical facts, that
address events or developments that Metal Energy or Mistango expect to occur, are forward-
looking statements, including, but not limited to, the ability of Mistango to earn the Interest by the
completion of the Work Obligation, or the exercise of the call option by Metal Energy. By their
nature, forward-looking statements are subject to numerous risks and uncertainties, some
of which
are beyond the
Metal Energy's and Mistango's
control, including the impact of general economic
conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental
risks, operational risks, competition from other industry participants, stock market volatility.
Although the Company believes that the expectations in its forward-looking statements are
reasonable, its forward-looking statements have been based on factors and assumptions
concerning future events which may prove to be inaccurate. Those factors and assumptions are
based upon currently available information. Such statements are subject to known and unknown
risks, uncertainties and other factors that could influence actual results or events and cause actual
results or events to differ materially from those stated, anticipated or implied in the forward-looking
statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results, levels of activity or
achievements. Risks, uncertainties, material assumptions and other factors that could affect actual
results are discussed in
Metal Energy's and Mistango's
public disclosure documents
available at
www.sedar.com
. Furthermore, the forward-looking statements contained in this document are
made as of the date of this document and, except as required by applicable law, neither
Metal
Energy nor Mistango
undertake any obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information, future events or otherwise. The
forward-looking statements contained in this document are expressly qualified by this cautionary
statement.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Neither Canadian Securities Exchange nor its Regulation Services Provider accept responsibility
for the adequacy or accuracy of this release.
SOURCE
Metal Energy
View original content:
http://www.newswire.ca/en/releases/archive/November2022/02/c4000.html
%SEDAR: 00051725E
For further information:
Metal Energy Corp. -- MERG on the TSXV, James Sykes, CEO,
[email protected], 306-221-717; Mistango River Resources Inc. -- MIS on the CSE, Stephen
Stewart, CEO, [email protected], 416.644.1567
CO: Metal Energy
CNW 08:35e 02-NOV-22