Ripper Oil and Gas Enters into Letter of Intent to Acquire Nevada Vanadium Property
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RIPPER OIL AND GAS INC.
Suite 1600, 609 Granville Street
Vancouver, BC V7Y 1C3
NEWS RELEASE
RIPPER OIL AND GAS ENTERS INTO LETTER OF INTENT TO ACQUIRE NEVADA VANADIUM PROPERTY
Vancouver, BC, Canada – October 19, 2018– Ripper Oil and Gas Inc. (“Ripper” or the "Company") (TSX-V: RYP.H) is
pleased to announce that it has entered into a letter of intent (the “LOI”) dated October 1, 2018, with Casino Gold Corp.
(“Casino Gold”), pursuant to which the Company has agreed to acquire all of the issued and outstanding securities of
2656066 Ontario Limited (“Holdco”), a wholly-owned subsidiary of Casino Gold (the “Acquisition”).
Casino Gold is a privately owned Canadian mining company, which owns 100% of a vanadium project located in Nevada
(the “Iron Point Vanadium Project ”), through Holdco. Upon completion of the Acquisition, Ripper will own 100% of
Holdco in consideration for the issuance to Casino Gold of 41,837,681 post-consolidation common shares of the
Company. The securities of Ripper to be issued to Casino Gold on the Acquisition will be subject to a four month hold
period, in addition to the escrow requirements of the TSX Venture Exchange (the “Exchange”).
Iron Point Vanadium Project
The Iron Point Vanadium Project is host to a vanadium rich mineralized zone. The project is located 22 miles east of the
town of Winnemucca, Nevada, along the Battle Mountain Trend. The Southern Pacific and the Western Pacific railroads
both border the property’s northern boundary. Interstate 80 cuts through the property, as well as high voltage
transmission lines. The 522 Megawatt North Valmy Generating Station is located 9 miles east of the property.
Iron Point was initially evaluated for vanadium by the Standard Slag Company in 1962. It was then subject to a
combination of core and reverse circulation drilling by Newmont for vanadium in 1966, which suggested an extensive
area of mineralization. In 1996, Aur Resources conducted a drill program, exploring for gold, but also assaying for
vanadium. Drill results revealed a roughly circular mineralized zone approximately 1000 meters in diameter that
generally coincides with Newmont’s prior drill targets. Vanadium values extend down to a depth of 200 meters.
Aur Resources’ drill core and pulps have been preserved and were re-analyzed by Casino Gold in August 2018 using a
more rigorous sample digestion procedure that verified Aur’s original assay results but also indicated that the Aur assay
work may have underestimated the vanadium grades. Casino Gold also sampled a number of historical trenches that
exposed mineralization over a 230-meter length. Casino’s best sample line returned 0.858% V205 over 29 meters of
continuous cut, with individual samples ranging from 0.3086% to 1.5017% V205. Vanadium mineralization at Iron Point
is hosted in the Vinini Formation, which is exposed on the property over a strike length of 4,500 meters. Potential
therefore exists for substantially expanding upon the area of historic mineralization tested by Newmont and Aur
Resources. All samples are analyzed for vanadium by American Assay Labs out of Sparks, Nevada, using their ICP-5A035
multi-element geochemical package, which involves a five-acid digestion (HNO3, HF, HCIO4, HCI, H3BO3) of a 0.5g split
and ICP-OES finish. The detection limit for vanadium is 1ppm, while the upper limit is 10,000ppm. American Assay Labs
is accredited by the International Accreditation Service.
The above extraction data has been confirmed by the Company and its Qualified Person under National Instrument 43-
101.
Upon closing of the Acquisition, Casino Gold will retain a 1% NSR on the Iron Point Vanadium Project, with Ripper
maintaining a right of first refusal on the repurchase of the NSR. Further information on Holdco, including current
financial statements, and a geological report in accordance with National Instrument 43-101 in respect of the Iron Point
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Vanadium Project are currently being prepared for filing with the Exchange, and will be filed and posted on SEDAR when
available.
Financing
Prior to completion of the proposed Acquisition, Ripper intends to complete a non-brokered private placement financing
(the “Financing”), to raise up to $5,950,000 through the issuance of up to 17,000,000 subscription receipts at $0.35 per
subscription receipt. The pricing of the Financing was determined in the context of the market. The proceeds of the
Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, completing the
share consolidation described below and completing Acquisition. Upon satisfaction of the escrow conditions, each
subscription receipt will automatically convert into one post consolidated common share of the Company for no
additional consideration. If the Acquisition is not completed on or before January 31, 2019, the Financing proceeds will
be returned to the subscribers. Finder’s fees may be payable to arm’s length parties who introduce the Company to
subscribers, in accordance with the policies of the Exchange.
The Company has agreed to issue additional shares to certain lenders who may advance up to $1,000,000 directly to
Holdco, for mutually agreed upon exploration work on the Iron Point Vanadium Project, prior to closing of the
Acquisition. These loans will be settled through the issuance of up to 5,000,000 post-consolidated shares of the
Company on completion of the Acquisition. Subject to the approval of the Exchange, the Company has also agreed to
pay a finder’s fee of up to 2,434,741 post consolidated common shares to certain finders in connection with the
Acquisition, with such fee being payable on closing of the Acquisition.
Board and Management Changes
On completion of the proposed Acquisition, the Company’s Board of Directors and senior management team will be
reconstituted to include the following directors and officers:
Paul Matysek – Executive Chairman and Director
Paul Matysek is a serial entrepreneur, geochemist and geologist with over 30 years of experience in the mining industry.
Since 2004 as CEO or Chairman, Mr. Matysek has primarily focused on the exploration, development and sale of five
publicly listed companies, in aggregate worth over $2 billion. Most recently, he was Executive Chairman of Lithium X
Energy Corp. which was sold to Nextview New Energy Lion Hong Kong Limited (“Nextview”) for $265 million in cash. Mr.
Matysek was President and CEO of Goldrock Mines Corp., which sold to Fortuna Silver Mines in July, 2016. He was
previously CEO of Lithium One, which merged with Galaxy Resources of Australia to create a multi-billion integrated
lithium company. He served as CEO of Potash One, which was acquired by K+S Ag for $434-million cash in a friendly
takeover in 2011. Mr. Matysek was also the co-founder and CEO of Energy Metals Corp., a uranium company that grew
from a market capitalization of $10 million to approximately $1.8 billion when sold in 2007.
Collin Kettell – Director and CEO
Collin Kettell is a private investor with a highly successful investment background in the mining sector. Mr. Kettell comes
from a family with deep ties to mining and many past successes including co-founding AuEx Ventures, the company
responsible for discovering the Long Canyon deposit, which was ultimately acquired by Newmont Mining for $2.2B. Mr.
Kettell is manager and co-founder of Palisade Global Investments Ltd., an investment company investing primarily in the
junior resource sector. Mr. Kettell is also Chairman and co-founder of Goldspot Discoveries Inc. (TSX-V:SPOT), an Ontario
based technology company that is the leader in machine learning and artificial intelligence as it pertains to the resource
exploration business. Goldspot Discoveries is backed by several billion dollar-mining companies, including Hoschild
Mining, and Mr. Eric Sprott. Additionally, Mr. Kettell is a co-founder and Director of New Found Gold Corp., a gold
focused exploration company moving towards a go-public transaction. New Found Gold is the second largest landholder
in all of Newfoundland and Labrador. Mr. Kettell is the President & CEO of Casino Gold Corporation and Radio Fuels
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Corporation, resource land banks focused on Nevada and Saskatchewan, respectively. He is also the host of Palisade
Radio, the largest online interview platform in the resource sector.
Bassam Moubarak – CFO and Corporate Secretary
Bassam Moubarak is a Chartered Professional Accountant with expertise in corporate finance, financing, corporate
reporting, financial processes, and risk management. Mr. Moubarak has held senior executive positions for various
mining companies for over the past 10 years, including most recently Lithium X Energy Corp., where he played a key role
in its sale to Nextview for $265 million. Mr. Moubarak was also CFO of Goldrock Mines Corp. where he played a key role
in its sale to Fortuna Silver Mines Inc. for $180 million, and was CFO of Petaquilla Minerals Ltd. where he was
instrumental in helping the company raise over $120 million to develop and bring into production the Molejon Gold
Mine. Mr. Moubarak also played a key role in the sale of Petaquilla Copper Ltd. to Inmet Mining Corporation for $400
million and negotiated the sale of Golden Arrow Resources Corporation's 1% net smelter royalty on Gualcamayo Gold
Mine to Premier Royalty Inc. for $17.75 million. Mr. Moubarak previously held the position of senior manager with
Deloitte & Touche LLP, where he led audits of public companies and oversaw SOX 404 implementations with specific
emphasis on the mining industry.
Craig Roberts, P.Eng. – Director
Craig Roberts is a mining engineer with over 30 years of operations, consulting and investment banking experience. This
includes preparation of feasibility studies for numerous mining projects worldwide, investment banking/due diligence
roles in over 200 institutional equity financings, and significant experience advising management and boards on both
friendly and hostile transactions. Mr. Roberts is currently the interim President and CEO of Ethos Gold Corp. Mr.
Roberts has a degree in Mining Engineering from the University of British Columbia and an M.Phil. in Management
Studies from Oxford University.
The parties to the Acquisition are at Arm's Length. The Acquisition will constitute a reverse takeover of the Company
under the policies of the Exchange. On completion of the Acquisition, Ripper is seeking classification as a Tier 2 mining
issuer. Closing of the Acquisition is subject to a number of conditions including the entering into of definitive
agreements, the consolidation of the Company’s existing share capital on a one and one half (1.5) for one (1) basis (the
“Consolidation”), the completion of the Financing, receipt of all required shareholder, regulatory and third-party
consents, including Exchange approval, and satisfaction of other customary closing conditions. The Acquisition and
Financing cannot close until the required approvals are obtained. There can be no assurance that the Acquisition and
Financing will be completed as proposed or at all. In accordance with the requirements of the Exchange Policy 5.2, the
Company will not require the approval of its shareholders to complete the Acquisition as the Acquisition is not a Related
Party Transaction, the Company is without active operations, the Company is not subject to a cease trade order and
shareholder approval is not otherwise required under applicable corporate or securities laws. The Company will also be
seeking a waiver of the sponsorship requirements pursuant to Exchange Policy 2.2.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron,
P.Geo., who is a Qualified Person as defined by National Instrument 43-101.
For more information, contact Scott Ackerman at [email protected] or (778) 331-8505.
On Behalf of the Board of Directors of
RIPPER OIL AND GAS INC.
Scott Ackerman
President and CEO
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Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance and
shareholder approval. The Acquisition cannot be completed until regulatory and shareholder approvals are obtained.
There can be no assurance that the transaction 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 transaction,
any information released or received with respect to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction 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 defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Forward-Looking Information
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties.
Statements in this news release which are not purely historical are forward looking statements, including without
limitation any statements concerning the expected results of the Acquisition; completion of the transactions contemplated
by the LOI and the anticipated timing thereof; completion of the Financing and the anticipated timing thereof and the
expected use of proceeds from the Financing. Although the Company believes that any forward-looking statements in this
news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be
accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which
can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ
materially from those indicated in the forward-looking statements. Readers are advised to rely on their own evaluation of
such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no
undertaking is given to update publicly or revise any forward ‐looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture
Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this
cautionary statement.