Ridgeline Minerals Agrees to Sell Robber Gulch Gold Project to Scout Discoveries Corp. for Cash and Securities
Ridgeline Minerals Agrees to Sell Robber
Gulch Gold Project to Scout Discoveries Corp.
for Cash and Securities
Vancouver, British Columbia--(Newsfile Corp. - February 21, 2024) - Ridgeline Minerals Corp. (TSXV:
RDG) (OTCQB: RDGMF) (FSE: 0GC0) ("
Ridgeline
" or the "
Company
") is pleased to announce that it
has entered into an Assignment and Assumption Agreement dated February 16, 2024 (the
"
Agreement
") with Scout Discoveries Corp. ("
Scout
"), a privately-owned Delaware company.
Pursuant to the Agreement, Scout has agreed, subject to the approval of the TSX Venture Exchange, to
acquire 100% of Ridgeline's interest (including assuming the underlying lease agreement and all
outstanding liabilities of the Company) in the Robber Gulch oxide gold project (the "
Robber Gulch
" or
"
Project
") for a mix of cash and securities valued at US$150,000 (the "
Transaction
").
The Project is comprised of 117 lode mining claims in Cassia County, Idaho and is host to an early-
stage Carlin-Type gold system with shallow-oxide exploration potential.
In consideration for acquiring the Company's interest in the Project, Scout will pay or deliver to Ridgeline:
a
.
a one-time cash payment of US$50,000; and
b
.
200,000 common shares of Scout (the "
Scout Shares
") valued at US$0.50 per share
Chad Peters, Ridgeline's President, CEO & Director commented, "We are taking a selective and
disciplined approach to advancing our exploration portfolio in what continues to be a challenging
market for junior exploration companies. By focusing on our core exploration portfolio in Nevada, we
will continue to advance our highly prospective and 100%-owned CRD and porphyry copper
discoveries at the Selena and Big Blue projects, while also retaining meaningful exposure to our earn-
in agreements with Nevada Gold Mines at the Swift and Black Ridge gold projects."
Mr. Peters continues, "This transaction recoups our 2023 holding costs for Robber Gulch while also
retaining potential future upside through our equity position in Scout."
The Company's President, CEO and Director, Mr. Chad Peters (the "
Interested Party
"), is also a
director and shareholder of Scout and the Transaction is therefore a "related party transaction" within the
meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions
("
MI 61-101
"). The directors of Ridgeline, excluding the Interested Party, have determined
that the Transaction will be exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market
value of the consideration for, the Transaction, insofar as it involves the Interested Party, exceeds 25% of
the Company's market capitalization.
The Company will file a material change report in respect of the Transaction. The material change report
may not be filed more than 21 days before the expected closing of the Transaction depending on the
timing of receipt of final TSX Venture Exchange approval because the Company plans to complete the
Transaction as soon as practicable following receipt of all requisite regulatory approvals.
About Scout Discoveries Corp.
Scout is a private mineral exploration company focused on the discovery of Tier One precious and base
metal deposits in Idaho, USA.
About Ridgeline Minerals Corp.
Ridgeline Minerals is a discovery focused precious and base metal explorer with a proven management
team and a 192km
2
exploration portfolio across five projects in Nevada, USA. The Company boasts two
earn-in exploration agreements with Nevada Gold Mines at its Swift and Black Ridge projects, which are
being aggressively explored in 2024. More information about Ridgeline can be found at
www.ridgelineminerals.com
.
On behalf of the Board
"Chad Peters"
President & CEO
Further Information:
Chad Peters, P.Geo.
President, CEO & Director
Ridgeline Minerals Corp.
+1 775 304 9773
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
Cautionary Note regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts are "forward-looking
information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the
meaning of applicable Canadian securities legislation and the United States Private Securities
Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, the potential
benefits of the Transaction and the anticipated timing for completion of the Transaction and filing of
the material change report in respect thereof. The words "potential", "anticipate", "meaningful",
"discovery", "forecast", "believe", "estimate", "expect", "may", "will", "project", "plan", "historical",
"historic" and similar expressions are intended to be among the statements that identify Forward-
Looking Information. Forward-Looking Information involves known and unknown risks, uncertainties
and other factors which may cause the actual results to be materially different from any future results
expressed or implied by the Forward-Looking Information. In preparing the Forward-Looking
Information in this news release, Ridgeline has applied several material assumptions, including, but
not limited to, assumptions that TSX Venture Exchange approval will be granted in a timely manner
subject only to standard conditions; that all conditions precedent to completion of the Transaction will
be satisfied in a timely manner; the current objectives concerning the Project and the Company's
other projects can be achieved and that its other corporate activities will proceed as expected; that
general business and economic conditions will not change in a materially adverse manner; and that
all requisite information will be available in a timely manner. Forward-Looking Information involves
known and unknown risks, uncertainties and other factors which may cause the actual results,
performance, or achievements of Ridgeline to be materially different from any future results,
performance or achievements expressed or implied by the Forward-Looking Information. Such risks
and other factors include, among others, risks related to dependence on key personnel; risks related
to unforeseen delays; risks related to historical data that has not been verified by the Company; as
well as those factors discussed in Ridgeline's public disclosure record. Although Ridgeline has
attempted to identify important factors that could affect Ridgeline and may cause actual actions,
events, or results to differ materially from those described in Forward-Looking Information, there may
be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that Forward-Looking Information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as
required by law, Ridgeline does not assume any obligation to release publicly any revisions to
Forward-Looking Information contained in this news release to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/198646