Minfocus Exploration Corp Completes Acquisition of Majority Interest IN the BIG Hill GOLD Property and $2,145,000 Private Placement and Files Technical Report
TSX.V: MFX
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
MINFOCUS EXPLORATION CORP COMPLETES ACQUISITION
OF MAJORITY INTEREST IN THE BIG HILL GOLD PROPERTY AND
$2,145,000 PRIVATE PLACEMENT AND FILES TECHNICAL REPORT
December 1, 2021 – Minfocus Exploration Corp. (the “Company”) is pleased to announce that it
has completed the acquisition of an 80% interest in Big Hill Gold Mining Company Pty Ltd. ACN
081 474 179 (“ Big Hill”), a private Australian company, as announced September 10, 2021 (the
“Transaction”). The Company has also completed its oversubscribed private placement of units
also announced on September 10, 2021.
Big Hill Acquisition
On September 3, 2021, t he Company entered into a definitive Share Sale Agreement (the
“Agreement”) with Mining Projects Accelerator Pty Ltd. CAN 629 011 196 (“ MPX”) pursuant to
which the Company acquired MPX’s ownership of 80% of the outstanding common shares (each,
a “Big Hill Share ”) of Big Hill. Big Hill holds a 100% interest in an exploration permit and two
mining licenses that comprise the Big Hill Gold Property located in Queensland, Australia (the
“Big Hill Gold Property”).
In consideration for the purchase of the Big Hill Shares, the Company issued 17,500,000 common
shares (the “Payment Shares”) pro rata to MPX and its shareholders at a deemed price of $0.125
per Payment Share. The Payment Shares are subject to a statutory hold period for four months
and one day from the date of issuance, as well as additional contractual escrow provisions agreed
to by MPX and its shareholders.
The Company has the right to acquire an additional 15% of the outstanding Big Hill Shares and
increase its shareholdings to 95% of the total outstanding Big Hill Shares by paying AU$300,000
to the minority shareholder of Big Hill. The remaining 5% of the shares of Big Hill may be acquired
from the minority shareholder for AU$700,000. Pursuant to the Agreement, there will be a
combined 2% net smelter royalty on the Big Hill Gold Property in favour of MPX and the minority
shareholder of Big Hill.
The Company has filed a technical report on the Big Hill Gold Property titled “Technical Report
on the Big Hill Au Project, SE Queensland, Australia” (the “Technical Report”) in accordance with
National Instrument 43 -101 Standards of Disclosure for Mineral Projects (“NI 43- 101”). The
Technical Report was prepared by H&S Consultants Pty Ltd. with an effective date of November 2,
2021 and is available on SEDAR under the Company’s profile.
Private Placement
In connection with the Transaction, the Company has completed a non- brokered private
placement of 17,160,000 units (each, a “Unit”) at a price of $0.125 per Unit for gross proceeds of
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$2,145,000 (the “Offering”). Each Unit consisted of one common share (each, a “ Share”) and
one half of one common share purchase warrant (each whole warrant, a “ Warrant”). Each
Warrant is exercisable to purchase one additional Share at a price of $0.25 per Share until
December 1, 2023.
In connection with the Offering, the Company paid finders' fees of $17,125 and issued 137,000
broker warrants to certain arm’s length finders. Each broker warrant is exercisable into one Share
at a price of $0.25 per Share until December 1, 2023.
All securities issued under the Offering are subject to a statutory hold period expiring April 2,
2022.
Proceeds of the Offering will be used to acquire the additional 15% of the Big Hill Shares from the
minority shareholder of Big Hill to bring the Company’s ownership percentage of Big Hill to 95%.
The proceeds of the Offering will also be used for exploration and deve lopment of the Big Hill
Gold Property and for general working capital purposes.
Five directors participated in the Offering for an aggregate of 1,380,000 units. The participation
by insiders in the Offering is considered to be a related -party transaction as defined under
Multilateral Instrument 61 -101. The transaction is exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101, as neither the fair market value of the
securities being issued nor the consideration being paid exceeds 25% of the Company’s market
capitalization.
Name Change
In connection with the Big Hill Acquisition, the Company will be changing its name to Queensland
Gold Hills Corp. The name change will occur shortly.
The Big Hill Gold Property
The Big Hill Gold Property consists of a single Exploration Permit (“ EPM”) EPM 18255 covering
24 sq km and includes two discrete granted mining leases owned by Big Hill (“ ML”) on the EPM.
The EPM covers the historic mines of Big Hill (ML50287), Queenslander, Monte Cristo and Sultan
& Taylor (ML50286) of the Talgai Goldfield within the EPM and excludes a small mining lease held
by an unrelated third party.
The Talgai Goldfield is one of eight historical Goldfields in the broader Warwick- Texas District
active in the late 19 th century, which include Canal Creek, Thanes Creek, Leyburn, Palgrave,
Pikedale, Lucky Valley and MacDonald Goldfields. The bulk of production in the historical mines
on EPM18255 and the broader Warwick- Texas District occurred from initial discovery in 1864
until the early 1900s. Small- scale activity continued during intermittent periods in the
20th century with many of the larger historic mines rem aining under mining leases and which
have had limited modern exploration over the main lode deposits to date.
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Parts of EPM18255 have been covered by exploration permits almost continuously since 1980 as
part of gold exploration programs within the broader Texas–Warwick district. The work
programs involved varying amounts of mapping, stream sediment, soil and rock chip sampling.
Recent exploration over the EPM completed by MPX in 2020 comprised surface geochemical
sampling including rock chips and soils, a ground magnetic survey and 2 diamond drillholes. Data
compilation, including surface mapping, is in progress with the aim of generating a 3D geological
model for the gold mineralisation. The outcomes will be used to generate further drill targets
and the knowledge gained from exploration programs conducted in the initial focus areas of the
two mining leases will be applied to targeting within the broader EPM.
The Big Hill Gold Property is located near the town of Pratten approximately 35km northwest of
Warwick and 160km southwest of Brisbane, the capital of the state of Queensland, Australia.
Management & Board Changes
The Company announces that Kenneth De Graaf has resigned from the Board of Directors . The
Board would like to thank Mr. De Graaf for being an integral part of the Company over the past
10 years and wishes him well in his future endeavours.
Blair Way, a current director of the Company, has been appointed as CEO of the Company .
Mr. Way is an experienced international executive with over 35 years' experience within the
resources and construction industry throughout Australasia, Canada, the United States, South
America and Europe. A highly respected project developer in the most challenging o f environs,
Mr. Way's experience spans the complete mineral development cycle from early- stage
exploration to project definition and studies culminating in implementation, commissioning and
operations of mining projects. He started his career with major re source companies advancing
late-staged projects, however the last decade has been focused on the earlier stage projects of
public mid -tier and junior mining companies. Mr. Way has experience in a wide range of
commodities including gold, copper, nickel, z inc, magnesium, graphite, cobalt, and lithium.
Mr. Way holds a Bachelor of Science (Geology) from Acadia University in Nova Scotia, Canada, an
MBA from the University of Queensland, Australia, and is a Fellow of the Australasian Institute of
Mining and Metallurgy.
Alicia Milne, President of the Company states “I am pleased to welcome Blair to the management
team and believe that his addition will greatly enhance our management depth and
effectiveness. Blair’s experience working in Queensland over the past 3 decades combined with
project development and execution experience will be extremely valuable as we continue to
grow the Company.”
Mr. Blair Way comments: “I am pleased to be taking on a more active management role in the
growth of the Company as we transition to become Queensland Gold Hills Corp. with a keen focus
on the historic gold districts of Queensland, Australia. Having spent many years working in the
Queensland mining sector I look forward to the next steps at our newly acquired Big Hill Go ld
project.”
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Debt Settlement
The Debt Settlement transaction that was announced in the Company’s news release of
September 10, 2021 has been cancelled.
Qualified Person
D. Blair Way, FAusIMM, a director of the Company and a Qualified Person under the definition of
National Instrument 43-101 supervised the preparation of the technical information in this news
release.
About the Company
The Company is a TSX- V listed mineral exploration and development company focused on gold
discoveries in the historic mining districts of Queensland Australia and is advancing the drill ready
Big Hills Gold Project in South East Queensland, Australia.
The Company also has a portfolio of precious and base metals projects including precious metals
in Nevada, USA and three Mississippi Valley-type zinc projects in B.C. and Newfoundland, Canada.
The Company is led by a highly experienced technical team with a track record of successful
exploration worldwide.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Alicia Milne, President and Director
Telephone: 1 (800) 482-7560
E-mail: [email protected]
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward- looking statements and forward- looking information (collectively, “forward -
looking statements”) within the meaning of applicable Canadian legislation. Forward- looking statements are
typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”,
“should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions,
which, by their nature, refer to future events or results that may, cou ld, would, might or will occur or be taken or
achieved. Accordingly, all statements in this news release that are not purely historical are forward- looking
statements and include statements regarding beliefs, plans, expectations and orientations regarding the future
including, without limitation, any statements or plans regard the geological prospects of the Big Hill Gold Property
or the future exploration endeavours of the Compa ny and other matters in connection with the aforementioned
items.
Although the Company believes the expectations expressed in such forward- looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance. Known and unknown factors could cause actual
results to differ materially from those projected in the forward-looking statements. Such factors include but are not limited
to: fluctuations in market prices, exploration and exploitation successes, continued availability of capital and financing,
changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of
property and general political, economic, market or business conditions. Many of these uncertainties and contingencies can
affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-
looking statements made by, or on behalf of, us. Readers are cautioned that forward- looking statements are not
guarantees of future performance and, therefore, readers are advised to rely on their own evaluation of such uncertainties.
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All of the forward -looking statements made in this news release, or incorporated by reference, are qualified by these
cautionary statements. We do not assume any obligation to update any forward-looking statements.
This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities in the
United States. The securities have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United
States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
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