Monumental Gold Corp. Receives TSX Venture Exchange Approval for Assignment and Assumption Agreement With Discovery Silver Corp. To Acquire Jemi Rare Earth Elements Project
Monumental Gold Corp. Receives TSX Venture
Exchange Approval for Assignment and
Assumption Agreement With Discovery Silver
Corp. To Acquire Jemi Rare Earth Elements
Project
VANCOUVER, BC
,
Nov. 1, 2021
/CNW/ - Monumental Gold Corp. ("
Monumental
" or the
"
Company
") (TSXV: MGLD) is pleased to announce that further to its
September 24, 2021
news
release, the TSX Venture Exchange (the "
Exchange
") has approved the Company's assignment and
assumption agreement (the "
Assignment
Agreement
") with Discovery Silver Corp. (TSXV: DSV)
("
Discovery
") dated
September 22, 2021
, amended
October 7, 2021
, whereby Discovery has
agreed to transfer and assign its rights and obligations under the Jemi Option Agreement (as
defined below) to Monumental (the "
Assignment
"). Discovery, through its wholly-owned Mexican
subsidiary Discovery Metals S.A. de C.V. (the "
Discovery Subsidiary
"), entered into a mineral
exploration and option to purchase agreement with
Jesus Miguel Hernandez Garza
and
Juan
Reynaldo Elizondo Falcon
(the "
Vendors
") dated
May 15, 2017
, as amended
June 30, 2021
(the
"
Jemi Option Agreement
"), whereby Discovery Subsidiary has an option to acquire a 100% interest
in six (6) mineral concessions comprising approximately 3,560 hectares located in the Ocampo
municipality of Coahuila State,
Mexico
(the "
Property
") from the Vendors.
Highlights of the Proposed Acquisition
Pursuant to the Assignment Agreement, in consideration for the assignment and assumption of the
Jemi Option Agreement, Monumental must, within three (3) business days of the date on which the
Company receives the final approval of the Assignment Agreement by the TSX Venture Exchange
(the "
Exchange
") (the "
Exchange
Acceptance Date
"), issue to Discovery 2,308,810 common
shares of Monumental (the "
Payment Shares
"). Subject to the exercise of the option to acquire the
Property pursuant to the Jemi Option Agreement, Discovery would retain a 1.5% net smelter returns
royalty payable upon the commercial production of the Property in accordance with the terms set out
in the Assignment Agreement and pursuant to a royalty agreement. In addition to the statutory hold
period of four months and a day from the date of issuance, the Payment Shares will be subject to a
12-month voluntary hold period from the date of issuance.
Pursuant to the Jemi Option Agreement, Discovery has the option to acquire 100% of the Property
from the Vendors by completing
US$2,000,000
of exploration expenditures on the Property by
May
16, 2024
(the "
Expenditures
") and paying to the Vendors
US$500,000
in cash or common shares
upon the exercise of the option, such that if an election is made to make the payment in shares, the
number of shares will be calculated based on the closing price of the common shares on the
business day immediately prior to the date on which the payment must be made, subject to a
minimum issue price of
$0.28
per share. The Vendors have agreed to the assignment and
assumption of the Jemi Option Agreement by Discovery and the Discovery Subsidiary to
Monumental and its Mexican subsidiary pursuant to the terms and conditions of the Assignment
Agreement.
The Assignment constitutes a "Fundamental Acquisition" for the Company pursuant to Exchange
Policy 5.3 –
Acquisitions and Dispositions of Non-Cash Assets
. A technical report on the Property
was prepared in accordance with National Instrument 43-101 –
Standards of Disclosure for Mineral
Projects
(the "
Technical Report
") by
Craig Gibson
, Ph.D., CPG, Technical Director, ProDeMin of
Guadalajara, Jalisco, Mexico
and will be filed on SEDAR at
www.sedar.com
.
In connection with the Assignment Agreement, Monumental has entered into a finder's fee
agreement with Axemen Resource Capital Ltd. ("
Axemen
"), an arm's length party, in consideration
for services in transaction advisory services and introducing the Company to Discovery, pursuant to
which Axemen will receive consideration of 199,946 common shares of Monumental (the "
Finder's
Shares
"). The Finder's Shares will be subject to a four month hold period.
The Property
The Property is located in the
Ocampo
municipality, a relatively remote region of western
Coahuila
state about 220 km northwest of
Monclova
and lies in the Sierra Madre Oriental physiographic
province. The Property lies in the southern half of an isolated range or sierra known as Sierra la
Vasca. The topography of the Sierra la Vasca is abrupt and rises to about 1750 meters elevation
with the surrounding valleys at under
1100m
, but the Property is located around the southern and
western portions of the range ranging from about
1100 m
to
1350 m
. Work completed at the
Property has been successful in demonstrating potential for encountering Rare Earth Elements
mineralization by exploration at the Property. Systematic geological mapping and sampling are
needed to evaluate the potential for encountering an economic deposit and for definition of targets
for drilling. Drill permits have been obtained for the Property.
Further information about the Property and its proposed exploration and development is disclosed in
the Technical Report.
Name Change & Symbol Change
In connection with the approval by the Exchange of the Assignment Agreement, the Company will
change its name to "Monumental Minerals Corp.". In conjunction with the name change, the
Company's new CUSIP number will be 615327103, the ISIN number will be CA6153271037 and the
trading symbol will change to "
MNRL
".
The Exchange has confirmed that the Company's stock halt will be lifted. The Company expects
trading to resume at market open on or about
November 4, 2021
under the new symbol.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and
approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX Geoscience Ltd. of
Edmonton, AB
, a Director of the Company and a "Qualified Person" as defined in National
Instrument 43-101 –
Standards of Disclosure
for Mineral Projects
.
About Monumental Gold Corp.:
Monumental Gold Corp. is a mineral exploration company focused
on the acquisition, exploration and development of mineral resource properties. The Company has
an option to acquire a 100% interest and title to the Weyman property located in the
Kamloops
and
Nicola Mining Divisions and in the Thompson Nicola Regional District,
British Columbia
.
On behalf of the Board of Directors,
/s/ "Todd Macdonald"
Todd Macdonald
Chief Executive Officer
Neither the TSX Venture Exchange 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 news release.
Forward Looking Information
This news release includes certain statements that constitute "forward-looking information" within the
meaning of applicable securities law, including without limitation, the Company's plans for the
Property, the Assignment, the Assignment Agreement and the Jemi Option Agreement and
consideration and exploration obligations required therein, name and symbol change, resumption of
trading date, other statements relating to the financial and business prospects of the Company, and
other matters.
Forward-looking statements address future events and conditions and are necessarily based upon a
number of estimates and assumptions. These statements relate to analyses and other information
that are based on forecasts of future results, estimates of amounts not yet determinable and
assumptions of management. Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as "expects" or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that
certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved), and variations of such words, and similar expressions are not statements of historical fact
and may be forward-looking statements. Forward-looking statement are necessarily based upon a
number of factors that, if untrue, could cause the actual results, performances or achievements of
the Company to be materially different from future results, performances or achievements express
or implied by such statements. Such statements and information are based on numerous
assumptions regarding present and future business strategies and the environment in which the
Company will operate in the future, including the price of metals, anticipated costs and the ability to
achieve goals, that general business and economic conditions will not change in a material adverse
manner, that financing will be available if and when needed and on reasonable terms, and that third
party contractors, equipment and supplies and governmental and other approvals required to
conduct the Company's planned exploration activities will be available on reasonable terms and in a
timely manner. While such estimates and assumptions are considered reasonable by the
management of the Company, they are inherently subject to significant business, economic,
competitive and regulatory uncertainties and risks.
Forward-looking statements are subject to a variety of risks and uncertainties, which could cause
actual events, level of activity, performance or results to differ materially from those reflected in the
forward-looking statements, including, without limitation: (i) risks related to rare earth elements, and
other commodity price fluctuations; (ii) risks and uncertainties relating to the interpretation of
exploration results; (iii) risks related to the inherent uncertainty of exploration and cost estimates and
the potential for unexpected costs and expenses; (iv) that resource exploration and development is a
speculative business; (v) that the Company may lose or abandon its property interests or may fail to
receive necessary licences and permits; (vi) that environmental laws and regulations may become
more onerous; (vii) that the Company may not be able to raise additional funds when necessary;
(viii) the possibility that future exploration, development or mining results will not be consistent with
the Company's expectations; (ix) exploration and development risks, including risks related to
accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or
interruptions in exploration and development; * competition; (xi) the potential for delays in exploration
or development activities or the completion of geologic reports or studies; (xii) the uncertainty of
profitability based upon the Company's history of losses; (xiii) risks related to environmental
regulation and liability; (xiv) risks associated with failure to maintain community acceptance,
agreements and permissions (generally referred to as "social licence"); (xv) risks relating to
obtaining and maintaining all necessary government permits, approvals and authorizations relating to
the continued exploration and development of the Company's projects; (xvi) risks related to the
outcome of legal actions; (xvii) political and regulatory risks associated with mining and exploration;
(xix) risks related to current global financial conditions; (xx) the impact of Covid-19 or other viruses
and diseases on the Company's ability to operate; and other risks and uncertainties related to the
Company's prospects, properties and business strategy. These risks, as well as others, could cause
actual results and events to vary significantly.
Factors that could cause actual results to differ materially from those in forward looking statements
include, but are not limited to, continued availability of capital and financing and general economic,
market or business conditions, the loss of key directors, employees, advisors or consultants,
adverse weather and climate conditions, equipment failures, failure to secure personnel and
equipment, litigation, failure of counterparties to perform their contractual obligations and fees
charged by service providers. Investors are cautioned that forward-looking statements are not
guarantees of future performance or events and, accordingly are cautioned not to put undue reliance
on forward-looking statements due to the inherent uncertainty of such statements. The forward-
looking statements included in this news release are made as of the date hereof and the Company
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 expressly required by applicable
securities legislation.
SOURCE
Monumental Gold Corp
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Contact Information: Email: [email protected]
CO: Monumental Gold Corp
CNW 09:00e 01-NOV-21