Great Repubic Mining signs Letter of Intent with Lode Gold to Create Pureplay Exploration Miner
GRM:CSE
www.greatrepublic.ca
GREAT REPUBLIC MINING CORP. SIGNS LETTER OF INTENT WITH LODE
GOLD TO CREATE PURE PLAY EXPLORATION MINER
Vancouver September 24 2024 – Great Republic Mining (CSE:GRM) ("Great Republic", “GRM”,
or the "Company") is pleased to announce its has entered into a non -binding Letter of Intent
(LOI) to be acquire by the Lode Gold (LOD:TSX-V)’s wholly-owned subsidiary, (“1475039 B.C. Ltd.”
or “Gold Orogen”) , pursuant to which the Lode will acquire all of the issued and outstanding
shares of GRM by way of a Reverse Take Over (RTO) transaction.
Lode Gold and subsidiary plans to carry out a tax -efficient Spin-out transaction by way of a RTO
of the currently CSE -listed GRM. Upon closing, the shareholders of Great Republic (the target
shareholders) will own 5.94% whereas Lode Gold will own up to 74.16% of the issued and
outstanding shares of the company on a non-diluted basis (assuming the concurrent $1.5 million
financing as defined herein is fully subscribed for) and Fancamp Exploration Ltd. (“Fancamp”) will
own 19.9%. Subsequently, the resulting entity from the proposed RTO will continue the business
as Gold Orogen. After the completion of the Spin -out, Great Republic shareholders will receive
shares in Gold Orogen.
Bill Fisher, CEO of Great Republic Mining adds, “We are glad to partner with Lode Gold to acquire
highly prospective exploration packages in Yukon and New Brunswick. Launching a new company,
in this challenging market, that is already funded with $3 millio n to pursue exploration work - is
exciting.”
Proposed RTO and Plan of Arrangement
Pursuant to the terms of the Letter of Intent and the upcoming Definitive Agreement, the
proposed RTO is expected to be completed through a three -way plan of arrangement and
amalgamation, whereby GRM, Lode Gold, and Gold Orogen will amalgamate pursuant to the laws
of British Columbia. The shareholders of Lode Gold and Gold Orogen will own directly the GRM
shares exchanged from the transaction.
It is proposed that the Lode Gold and subsidiary will acquire all of the issued and outstanding
GRM shares. In connection with the proposed RTO: (i) the Spin Co expects to change its name
and the company intends to seek the consent resolution approval; and (ii) GRM shares shall be
consolidated so that 1,973,684 GRM shares shall be issued and outstanding prior to the Closing
of the proposed RTO, or about 5.94% of total issued and outstanding shares on the Closing.
The Letter of Intent includes exclusivity provisions, pursuant to which the company and GRM
have agreed to negotiate and deal exclusively with one another with respect to the proposed
RTO during the exclusivity period (as defined herein). The exclusivity p eriod commences on the
date of the letter agreement and ends on the earlier of Oct. 31, 2024, and the date that the letter
agreement is terminated in accordance with its terms.
Conditions of closing the proposed RTO
The completion of the proposed RTO is subject to a number of conditions, which include, but are
not limited to:
• Receipt of all required shareholder, regulatory and other approvals, authorizations and
consents for the proposed RTO as may be required;
• 1.875 million shares of founder and seed investors are escrowed for 12 months following
the close of transaction with the right for quarterly release of shares
• No material adverse change in the business, results of operations, assets, liabilities,
financial conditions or affairs of the parties subsequent to the date of the letter
agreement;
• No legal proceedings or regulatory actions against the company or GRM that would
reasonably be expected to have a material adverse effect on the company or GRM, in the
reasonable opinion of the other party, as applicable;
• No inquiry, action, suit, proceeding or investigation commenced, announced or
threatened by any securities regulatory authority or stock exchange in relation to the
company or Liard;
• There being no prohibition at law against the completion of the proposed RTO;
• Compliance by the company and GRM with all representations, warranties, covenants,
obligations and conditions of such party as set out in the definitive agreement to be
negotiated between the parties.
Timing
The anticipated timing of Definitive Agreement and submission to the Exchange will be within
the next two weeks. Audited financial statements and updated NI 43-101's have been completed
for the listing projects: Golden Culvert/WIN, McIntyre Brook and Riley Brook.
Gold Orogen plans to raise an additional $1.5 million to add to the Spin Co’s current $3.0 million,
resulting in a total $4.5 million spend in the first 12 months. This ensures systematic exploration
and drilling can be executed in Yukon and New Brunswick. Please reference the Lode Gold’s
Strategic Alliance in the August 30, 2024 news release.
The anticipated Spin-out date will be in Q4 2024 when Spin Co Gold Orogen will be trading as a
public entity.
About Great Republic Mining Corp.
Great Republic is a Canadian exploration company engaged in the business of acquiring and
exploring mineral resource properties – founded by a team with extensive geological, mining,
and capital markets experience.
On Behalf of the Board of Directors
Jerry Huang
Chief Financial Officer and Director
For further information, please contact:
Jerry Huang
Chief Financial Officer and Director
Tel: 778-887-6489
Email: [email protected]
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward -looking statements, which reflect the expectations of
management regarding Great Republic’s exploration plans. Such statements are subject to risks and uncertainties that
may cause actual results, performance or developments to differ materially from those contained in the statements.
No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they
do occur, what benefits Great Republic will obtain from them. These forward-looking statements reflect management’s
current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A
number of risks and uncertainties could cause actual results to differ materially from those expressed or implied by the
forward-looking statements. These forward-looking statements are made as of the date of this news release and the
Company assumes no obligation to update these forward -looking statements, or to update the reasons why actual
results differed from those projected in the forward -looking statements, except in accordance with applicable
securities laws.