Chilean Metals Inc. to Change Name and Spin Out Two Pubcos Through Proposed Plan of Arrangement.
Chilean Metals Inc. to Change Name and Spin Out Two Pubcos
Through Proposed Plan of Arrangement.
Summary:
• Chilean Metals Inc. to change its name to "Power Nickel Inc." to reflect its focus on
development of its James Bay High-Grade Nickel Copper Cobalt Palladium "Nisk"
Project.
• Chilean Metals' subsidiaries currently holding the Company's Chilean assets will be
separated and spun out as a new public company with all of its existing Chilean assets
and sufficient capital for one-year of operations
• Chilean Metals will create a new subsidiary Consolidation Gold and Silver Inc. to be
spun out as a separate public company where it will hold the option agreement on the
Golden Ivan project and sufficient capital for one-year of operations
• Shareholders of Chilean Metals will participate in both new public companies and
retain their current ownership interest in each Company
TORONTO, ON / ACCESSWIRE / March 16, 2021 / Chilean Metals Inc. (the "Company"
or "Chilean Metals") (TSXV:CMX, OTCBB: CMETF, Frankfurt IVVI) is pleased to
announce that the board of directors has approved the Company's plans to change its name to
Power Nickel Inc. and to spin-off two independent public companies to carry forward with its
existing Chilean and British Colombia mining assets.
Proposed Transaction Highlights
Chilean Metals to be renamed Power Nickel Inc. and will focus its efforts on the exploration
and development of the Nisk project. On February 1, 2021 Chilean Metals completed the
acquisition of its option to acquire up to 80% of the Nisk project from Critical Elements Lithium
Corporation (CRE)(CRECF)(F12). These estimates at the Nisk project are of a historic resource
and the Company's geologic team has not completed sufficient work to confirm a NI 43-101
compliant resource. Therefore, the estimates cannot, and should not be relied upon.
Table -1: Historical Resource Estimate figures for respective confidence categories at the
NISK-1 deposit, After RSW Inc 2009: Resource Estimate for the NISK-1 Deposit, Lac
Levac Property, Nemiscau, Québec.
The information regarding the NISK-1 deposit was derived from the technical report titled
"Resource Estimate for the NISK-1 Deposit, Lac Levac Property, Nemiscau, Québec" dated
December 2009. The key assumptions, parameters and methods used to prepare the mineral
resource estimates described above are set out in the technical report.
The NISK property comprises a large land position (20 kilometres of strike length) with
numerous high-grade intercepts outside the current resource area. Chilean is focused on
expanding its current high-grade nickel-copper PGE mineralization historical resource prepared
in accordance with NI 43-101, identifying additional high-grade mineralization, and developing
a process to potentially produce nickel sulphates responsibly for batteries for the electric vehicles
industry.
• Shareholders of Chilean Metals will receive shares in the two public companies proposed
to be separated out by the plan of arrangement, at ratios to be determined by tax and
valuation considerations
• One public company is proposed to hold all the historic assets in Chile as follows:
o The 5600-hectare Tierra de Oro (TDO) property located about 70 Kms south of
Copiapo. Historically about $6,000,000 has been spent exploring TDO with the
most recent drill program completed and reported in January 2021 which
highlighted a 2-metre section that returned 716 grams of silver and .45% copper.
o The 4300-hectare Zulema property located about 50 Kms southwest from
Copiapo and adjoining the Candelaria Mine1 property (Over 950 Million Tonnes
Copper, Gold & Silver according to NI- 43101 2018 report on Lundin Mining
site)) An exploration program at the property in 2018 highlighted a garnet
magnetite skarn with multiple lenses of Copper- Magnetite mineralization. Within
the skarn, copper ranged from 0.12- 1.19% Cu and between 0.05 - 0.99g/t Au.
o The 9,000-hectare Palo Negro and Hornitos properties located in Region 3 about
30 Kms west of the Candelaria mine. The properties are currently the focus of a
number of geophysical programs including magnetics and IP over portions of the
property which have previously been highlighted to be of interest.
o Assets also include a 3% NSR royalty interest on any future production from the
Copaquire Cu-Mo deposit, previously sold to a subsidiary of Teck Resources Inc.
("Teck"). Under the terms of the sale agreement, Teck has the right to acquire one
third of the 3% NSR for $3 million dollars at any time. The Copaquire property
borders Teck's producing Quebrada Blanca copper mine2 in Chile's First Region.
• Consolidation Gold & Silver Inc. will hold the previously purchased option to acquire the
Golden Ivan project in the Golden Triangle. The Golden Triangle is host to numerous
past and current mining operations and the region has reported mineral resources that
total up to 67 million oz of gold, 569 million oz of silver, and 27 billion pounds of
copper. Recent mineral development activity within the local area includes Ascot
Resources recently funded Premier Gold mine3 (2.3 Million oz gold), which has received
$105 million in project construction financing for the development of renewed operations
at the historic exploited Premier Gold deposit. Other notable active projects in the local
area include the neighbouring Silverado project, and Red Mountain, and Homestake
projects amongst many others.4 Further to the north Pretivm's Bruce Jack mine5 (4.2
million oz gold), and the neighboring KSM and Eskay deposits also have significant
gold, silver, and copper resources that are yet to be realized.
o The property hosts two known mineral showings (Gold Ore, and Magee), and a
portion of the past-producing Silverado Mine, which was reportedly exploited
between 1921 and 1939. These mineral showings are described to be Polymetallic
veins that contain quantities of Silver, Lead, Zinc +/- Gold +/- Copper. Numerous
additional mineral occurrences, showings and past-producing mines are located in
the immediate areas surrounding the property, further supporting the presence of
widespread mineralization in the areas.
o The property is relatively underexplored. In 2018 Precision Geophysics
completed an 88-line kilometre combined magnetic and gamma-ray spectrometry
survey on behalf of the vendor (who optioned to Chilean Metals) Granby Gold
Inc. Standard magnetic and radiometric data products were prepared and
additional interpolate structural analyses were performed on the collected data. A
number of areas of coincident magnetic and radiometric anomalism have been
identified, additionally ‘structurally prepared' zones are identified from the
structural analysis interpolates. Such characteristics are widely regarded as
favorable indicators of widespread hydrothermal alteration aka Porphyries and
may aid in vectoring toward any causative source intrusions that may be located
on the property. Three preliminary target areas of merit are established as a result
of the survey and will be the focus of initial explorations at the site.
• Shareholders of the three entities should benefit from increased focus on core
opportunities that appeal to each different investor base. As Chilean Metals grew through
the acquisition of Nisk and Golden Ivan, it is anticipated that the two new public
companies could similarly benefit on a go-forward basis.
Company CEO and Director Mr. Terry Lynch stated, "The result of this proposed transaction
will be three stand-alone companies with attractive assets focused on specific opportunities to
grow and create value for their shareholders. The driving force behind the change is to
communicate in a very clear way our focus on the NISK Battery Metals project. It is rare to find
a project with a historical resource that we believe has a credible chance to become a mine. The
electrification movement in Automobiles and Industry is growing more and more every day and
this growth will be very supportive to the price curves in Nickel, Copper, Cobalt, and Palladium.
We look forward to concentrating our efforts on NISK and moving it from Historical resource
through the mine development process as quickly as possible.
Board and Management Team
Power Nickel will feature the same board as Chilean Metals today.
Consolidation Gold and Silver Inc. will have the same board with the addition of Hugh Maddin
to the board. Hugh Maddin is a distinguished and accomplished retired lawyer and an
experienced mining investor. Hugh Maddin owns Granby Gold, from whom Chilean Metals
optioned the Golden Ivan project in 2020.
IT is anticipated that initially, the geographically Chilean -focused company will have
substantially the same board members as now but with the expected addition of Hugh Maddin
Transaction Details
The proposed transactions will be carried out by way of a court-approved plan of arrangement
under the Business Corporations Act (British Columbia) and are subject to a number of
conditions being satisfied or waived at or prior to closing, including approval of the Company's
shareholders and receipt of all necessary regulatory, TSXV and court approvals and the
satisfaction of certain other closing conditions customary for a transaction of this nature.
It is expected that the required special meeting of Chilean Metals shareholders to approve the
proposed Transaction will be held in June 2021 with closing shortly thereafter. The Company
continues to plan the structure to address regulatory, accounting, tax, corporate and securities
matters in Canada, the United States (where Chilean has some resident shareholders) and Chile.
Further information regarding the transactions will be contained in a management information
circular to be prepared by the Company and mailed to shareholders in connection with an annual
general and special meeting of shareholders to consider the transactions. All shareholders of the
Company are urged to read the information circular once available, as it will contain important
additional information concerning the transactions.
About Chilean Metals Inc.
Chilean Metals is a Canadian junior exploration company focusing on high-potential copper,
gold and battery metal prospects in Chile and Canada.
Chilean Metals is 100-per-cent owner of five properties comprising over 50,000 acres
strategically located in the prolific iron-oxide-copper-gold belt of northern Chile. It also owns a
3-per-cent NSR royalty interest on any future production from the Copaquire copper-
molybdenum deposit, recently sold to a subsidiary of Teck resources Inc. Under the terms of the
sale agreement, Teck has the right to acquire one-third of the 3-per-cent NSR for $3-million at
any time. The Copaquire property borders Teck's producing Quebrada Blanca copper mine in
Chile's first region.
Chilean Metals has as of January 13, 2021 completed the acquisition of its option to acquire the
Golden Ivan project in the heart of the Golden Triangle. The Golden Triangle has reported
mineral resources (past production and current resources) in total of 67 million ounces of gold,
569 million ounces of silver and 27 billion pounds of copper. This property hosts two known
mineral showings (gold ore and magee), and a portion of the past-producing Silverado mine,
which was reportedly exploited between 1921 and 1939. These mineral showings are described
to be Polymetallic veins that contain quantities of silver, lead, zinc, plus/minus gold, and
plus/minus copper.
On February 1, 2021 Chilean Metals completed the acquisition of its option to acquire up to 80%
of the Nisk project.
The NISK property comprises a large land position (20 kilometres of strike length) with
numerous high-grade intercepts outside the current resource area. Chilean is focused on
expanding its current high-grade nickel-copper PGE mineralization historical resource prepared
in accordance with NI 43-101, identifying additional high-grade mineralization and developing a
process to potentially produce nickel sulphates responsibly for batteries for the electric vehicles
industry.
Qualified Person
Qualified Person Luke van der Meer, P.Geo. (Licence # 37848), Independent Geological
Consultant, Qualified Person under NI 43-101, has reviewed and approved the technical content
of this release.
ON BEHALF OF THE BOARD OF DIRECTORS
Chilean Metals Inc.
Terry Lynch, CEO
647-448-8044
For further information, readers are encouraged to contact:
CHILEAN METALS INC.
The Canadian Venture Building
82 Richmond St East, Suite 202
Toronto, ON
Terry Lynch & CEO [email protected]
Cautionary Note Regarding Forward-Looking Statement
This news release may contain certain statements that may be deemed "forward-looking
statements". All statements in this release, other than statements of historical fact, that address
events or developments that CMX expects to occur, including details related to the proposed spin
out transactions, are forward looking statements. Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar
expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.
Forward-looking statements in this document include statements regarding current and future
exploration programs, activities and results. Although CMX believes the expectations expressed
in such forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially from those in forward-
looking statements. Factors that could cause the actual results to differ materially from those in
forward-looking statements include market prices, exploitation and exploration success,
continued availability of capital and financing, inability to obtain required regulatory or
governmental approvals and general economic, market or business conditions. Investors are
cautioned that any such statements are not guarantees of future performance and actual results or
developments may differ materially from those projected in the forward-looking statements.
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.
1 Reference to the nearby Candelaria mine is for information purposes only and there are no
assurances that the Company's properties will achieve similar results.
2 Reference to the nearby Quebrada Blanca mine is for information purposes only and there are
no assurances that the Company's properties will achieve similar results.
3 Reference to the nearby Premier Gold mine is for information purposes only and there are no
assurances that the Company's properties will achieve similar results.
4 Reference to these nearby properties is for information purposes only and there are no
assurances that the Company's properties will achieve similar results.
5 Reference to the nearby Bruce Jack mine is for information purposes only and there are no
assurances that the Company's properties will achieve similar results.
SOURCE: Chilean Metals, Inc.