JNC Signs Definitive Share Exchange Agreement with Roogold, Launches Financing and Thanks Dr. Chris Wilson and Dr. Quinton Hennigh for Introducing Roogold
NEWS RELEASE
JNC SIGNS DEFINITIVE SHARE EXCHANGE AGREEMENT WITH ROOGOLD,
LAUNCHES FINANCING AND THANKS DR. CHRIS WILSON AND DR. QUINTON
HENNIGH FOR INTRODUCING ROOGOLD
VANCOUVER, BC, July 08, 2021– JNC Resources Inc. (CSE : JNC) (OTC : JNCCF) (Frankfurt
: 5VH) ("JNC" or the "Company") is pleased to announce that, further to its May 19, 2021 news
release, the Company has now signed a definitive Share Exchange Agreement with RooGold Inc.
(“RooGold”). The acquisition of these nine (9) past producing and exploratory properties (the
“Properties”) in the State of New South Wales (“NSW”) Australia, will complement the
Company’s existing Australian portfolio, creating a NSW focused company with a dominant land
position. The Company is also pleased to launch a non-brokered private placement of up to $5
million which will allow JNC to execute its exploration work program on its NSW portfolio.
Definitive Share Exchange Agreement with RooGold Inc.
The Share Exchange Agreement provides that JNC will carry out a two-for-one consolidation
(“Consolidation”) of its issued and outstanding shares immediately prior to closing of the
transaction, to issue twenty million (20,000,000) post-Consolidation common shares (“Shares”) to
RooGold on closing (“Closing”) (which will be distributed to its 20+ shareholders) with seventy-
five percent (75%) of the Shares subject to “lock-up” provisions wherein 5,000,000 Shares will be
released to RooGold every six (6) months from Closing. In addition to the initial CDN $75,000
paid to RooGold upon execution of the LOI, an additional CDN$75,000 will be paid to RooGold
at the latter of the closing of the acquisition or the closing of the Financing.
Also, upon Closing, Robert Eadie, CEO of RooGold, will join the Board of Directors of JNC.
Robert Eadie has been involved as a director and CEO of publicly listed companies for over 25
years, raising over $100M for various projects around the world. With his network of contacts in
Europe, North America and Asia, he has been the catalyst behind successful start-up resource
companies and brings extensive management and financial expertise to the board. Robert
advocates open dialogue between management, directors and shareholders as a key ingredient to
success.
Launch of CAD $5.0M Non-Brokered Private Placement
As previously announced, the Company has commenced a non-brokered private placement of up
to $5 million at $0.125 per unit (the “Financing”), each unit consisting of a pre-Consolidation share
and a half share purchase warrant, with each whole warrant exercisable at $0.20 per pre-
Consolidation share for 2 years from closing of the financing subject to an accelerator clause
allowing the Company to shorten the exercise window if the Company’s share price trades above
$0.25 for 30 consecutive trading days (adjusted for the prospective Consolidation). Proceeds of
the Financing will be largely deployed towards the exploration work program on the Company’s
NSW portfolio of properties. Finders’ fees and commissions may be payable to eligible finders
for the portion of the financing attributable to their efforts.
Australian Property Portfolio
Properties being acquired from RooGold have hosted historical high-grade gold and silver
production, but have limited exploration work conducted on them in modern times. The Properties
provide diversity in terms of the deposit types and are controlled by renowned regional structures
and contacts. One of these structures is the well-recognized Peel-Manning fault system. The
Properties have had a combined total of 93 historic precious metals mines and prospects. Highly
lucrative production grades of up to 384 g/t Au and 1,200 g/t Ag have been recorded on these
historical mines. The Properties represent a very unique proposition: they possess a rare
combination of having large exploration potential along with strong indications pointing towards
the presence of high-grade mineralization through the significant historical mines and prospects.
Through its planned acquisition of 9 highly prospective gold and silver properties (5 gold and 4
silver) from RooGold, 2 Gold properties from Southern Precious Metals Limited (“SPML”) and 2
more Gold properties from Aussie Precious Metals Corp (“APMC”), JNC will have a district scale
land package in NSW composing of 13 concessions spanning ~1,380km 2 and is home to 137
historic mines and prospects. NSW is prolifically mineralized with multiple metallogenic belts
relative to other Australian regions and remains largely unexplored outside of the main camps. The
region has a considerable gold endowment exceeding 100 Moz and silver endowment exceeding
1Boz.
Focused and De-Risked Exploration Program
JNC’s NSW exploration will be centered on highly focused and priority driven work programs.
The initial focus will remain on the three properties located on the Peel Manning Fault - Trilby,
Lorne, and Gold Belt. The Peel-Manning Fault system is a crustal scale structure that is strongly
gold mineralized along its 350 km strike length. The Peel Manning fault hosts highly attractive
Listwanite associated gold deposits. These regional structures are fundamental to high-grade
mineral deposit formations and are thus highly prospective. Underexplored and highly prospective
fault systems such as Peel Manning are now being recognized by major gold producers. Newmont
recently staked a 1,200km2 land package covering 125 km strike length of a parallel structure, 30
km to the east of the Peel Manning Fault Zone.
With the completion of the Financing, JNC plans on conducting further pre-drilling exploration on
the properties throughout the latter half of 2021 by engaging in historical data compilation, remote
data acquisition and target generation, reconnaissance mapping, rock-chip grab sampling, deposit
modelling, and drill planning. In 2022, JNC intends on conducting 5,000m of angled reverse
circulation drilling. JNC will continue to further review its projects through mapping and sampling
of high priority targets, reconnaissance mapping and sampling of remaining projects, project
ranking and target generation.
“With the support and assistance of advisors and key shareholders such as Dr. Chris Wilson and
Dr. Quinton Hennigh, we have significantly expanded our land holdings in New South Wales with
these nine highly prospective pasts producing properties” stated CEO, Michael Mulberry. “In
conjunction with our recent acquisition of SPML and the impending transaction with APMC, this
perfectly positions JNC to be a NSW exploration powerhouse commanding highly mineralized
properties where a world class geological team will consistently execute a series of carefully
crafted work programs to optimize our pathway to maiden resources”
About JNC Resources Inc.
JNC is a North American-based junior venture mineral exploration company with a goal to develop
under-explored properties and benefit from deal flow generated by strategic partnerships and
growth opportunities. JNC has an option agreement with Great Basin Resources to acquire 100%
control and interest in the Imperial Project in Nevada. The Imperial Property is located in
Esmeralda County, Nevada, which has been a prolific mining area in the state. The Property is in
close proximity to the town of Goldfields, where gold production occurred in the early part of the
20th century. JNC has recently acquired the Malebo and Solomon claims in the province of New
South Wales, Australia, with an exploration program planned in 2021.
For further information please contact:
Michael Mulberry
T: 778-855-5001
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of applicable securities law. Forward-looking
statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and
other similar words, or statements that certain events or conditions “may” or “will” occur.
Although the Company believes that the expectations reflected in applicable forward-looking statements are reasonable, there can
be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and
uncertainties that may cause actual results, performance or developments to differ materially from those contained in such
statements.
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RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.