Red ROCK Announces Amended Property Option Agreement
RED ROCK CAPITAL CORP.
Suite 2200, 885 West Georgia Street
Vancouver, British Columbia, V6C 3E8
NEWS RELEASE
RED ROCK ANNOUNCES AMENDED PROPERTY OPTION AGREEMENT
May 23, 2023 – Red Rock Capital Corp (TSX-V: RCC.H ) (the “Company”) further to the
Company’s news release dated March 24, 2022 and November 28, 2022, the Company is pleased
to announce that it has entered into an amended property option agreement (the “Amended
Option Agreement”), dated May 19, 2023 with Jadeite Capital Corp. (the “Vendor”).
The Amended Option Agreement amends the existing property option agreement (the “Option
Agreement”), dated November 23, 2022 with the Vendor, pursuant to which the Company has
been granted an option (the “Option”) to acquire a series of mineral claims located in the Province
of Quebec and commonly known by the names “Gosselin” and “Normetal South” (collectively, the
“Project”).
Amendment Summary
Pursuant to the terms of the Option Agreement, as amended by the Amended Option Agreement,
the Company has been granted the Option to acquire the Project from the Vendor. In order to
exercise the Option, the Company is required to complete a series of cash payments totaling
$300,000 and issue a total of 7,750,000 units (each, a “Consideration Unit”) to the Vendor in
accordance with the following schedule:
Deadline Cash
Payment
Consideration Unit Issuance
Closing of the Transaction $150,000 1,937,500 Red Rock Units
Six Month Anniversary of Closing $150,000 -
First Anniversary of Closing - 1,937,500 Red Rock Units
Second Anniversary of Closing - 1,937,500 Red Rock Units
Third Anniversary of Closing - 1,937,500 Red Rock Units
Total $300,000 7,750,000 Consideration Units
Each “Consideration Unit” consists of one common share of the Company (a “Share”), and one
Share purchase warrant (a “Warrant”) each of which will entitle the Vendor to acquire an
additional Share at a price of $0.20 for a period of five years. All Consideration Units issued to
the Vendor will be subject to statutory restrictions on resale prescribed by applicable securities
laws and may be subject to escrow in accordance with the policies of the TSX-V.
During the term of the Option, the Company shall have full right, power and authority to do
everything necessary or desirable to determine the manner of exploration and development of
the Project.
Pursuant to the Amended Option Agreement, the Company is not required to issue any Shares
comprising such Consideration Units to the Vendor should the issuance result in the Vendor
holding more than 9.99% of the issued and outstanding Shares on a non-diluted basis. The non-
issuance of Shares shall not constitute an event of automatic termination under the Option
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Agreement, however, such Shares shall be deemed to be owing as of the prescribed date in the
Option Agreement. The Company may satisfy the issuance of Shares comprising such
Consideration Units on an ongoing basis provided that in the event Shares comprising such
Consideration Units are owing on the date which is thirty-six (36) months from closing, the
Company may, in its sole discretion, settle the Shares comprising such Consideration Units that
are owing in cash.
The cash value of any Shares comprising such Consideration Units settled in cash shall equal
the value of the number of Shares comprising such Consideration Units based on the five-day
volume-weight average price of the Shares on the TSX-V ending on the last trading day
immediately preceding the date which is thirty-six (36) months from closing.
Pursuant to the Amended Option Agreement, the Vendor is not permitted to, without the prior
approval of the Company, to exercise, or convert, any portion of the Warrants comprising the
Consideration Units held by the Vendor into Shares, which would result in the Vendor, any parties
with which it is acting jointly or in concert, becoming an ‘Insider’ of the Company, as that term is
defined in the policies of the TSX-V.
Transaction Update
In connection with the grant of the Option pursuant to the Option Agreement, as amended by the
Amended Option Agreement (the “Transaction”), it is anticipated that the Company will be listed
as a Tier 2 Mining issuer on the TSX-V and will be involved in the exploration and development
of the Project. The Transaction is intended to constitute the Company’s “qualifying transaction”
pursuant to Policy 2.4 – Capital Pool Companies of the TSX-V. In connection with the Transaction,
it is anticipated that the Company will change its name to “Auric Resources Corp.” The Company
is currently advancing the Transaction with the TSX-V.
Project
Located in the northwestern Abitibi region of Quebec, the Project is based in the Normétal
Polymetallic Mining Camp currently controlled by AMEX Exploration Inc., Starr Peak Mining Ltd.
and Generic Gold Corp. The towns of Normétal (5km N) and LaSarre (25km SE) are the closest
communities with infrastructure.
Since 1952, some 24 assessment reports of exploration work done (i.e. grab samples and 66
historic diamond drill holes) within the limits of the Normétal South property were filed with the
Quebec Ministry of Mines.
More recently, Geotech Ltd. (of Aurora, Ontario) carried out a helicopter-borne geophysical survey
(between August 12 and October 28, 2021) using the VTEM Plus and Horizontal Magnetic
Gradiometer systems at a total cost of $116,727.66. The VTEM data shows 3 major anomalies
with a source in bedrock where historic diamond drilling yielded narrow to moderate drill core
lengths containing semi-massive sulphides (mostly pyrrhotite-pyrite) linked to graphitic
sediments, volcanic tuffaceous units and porphyries.
Directors and Management
Upon completion of the Transaction, it is expected that the Company will reconstitute its board of
directors and management of the Company as follows:
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Morgan Tincher
CEO & Director
Mr. Tincher brings over 25 years of corporate finance and development experience in the natural
resources, technology and entertainment industries. Serving in key board and management
positions with a number of public and private companies throughout his career. Having particular
expertise in capital structuring, financial analysis, investor relations and corporate governance,
Mr. Tincher brings valued depth of perspective to the Company as it aims to successfully navigate
a well-positioned slate of exploration and development programs.
Akash Patel
CFO & Director
Akash Patel has worked in the investment industry for over 10 years with junior companies from
inception and incorporation to final listing. He has acted as CEO and director of several public
companies and as the head of his own accounting firm. Mr. Patel specializes in the assistance of
initial public offerings and regulatory filings, as well as corporate tax filings. Mr. Patel has received
a Business Degree and a Bachelors in Accounting from the British Columbia Institute of
Technology with a major in accounting and taxation. He brings public and private experience
having worked at several Chartered Accounting firms and conducted audits for the public sector.
He has also been an active board member and contributed to the start-up of Makena Resources
Inc (CAJ), MX Gold Corp (MXL), WestKam Gold Corp. (WKG), Cameo Industries (CRU) and
Cresval Capital Corp (CRV).
Aleem Nathwani
Director (Independent)
Mr. Nathwani has held a number of senior positions with public companies where he has played
pivotal roles in business and corporate development. His role at TELUS Communications (TSX:
T) included driving early-stage portfolios through to multi-million dollar commercialization and
revenues. While at Nutanix (Nasdaq:NTNX), Mr. Nathwani was one of the earliest employees pre-
IPO within the company, helping drive business development efforts for 7+ years, during which
the company raised in excess of $300M at a $1B+ valuation. Mr. Nathwani continues to hold
senior level roles with early-stage companies, and helps in areas of capital raising, M&A
transactions and corporate governance.
Thomas J. Obradovich
Director (Independent)
Mr. Obradovich has more than 35 years experience in mining exploration, development and
financing. He was president and chief executive officer of Barkerville Gold Mines from January
2015, to July 2016. During his tenure, Barkerville Gold went from having $30-million in debt with
a market capitalization of $30-million to cash position of $40-million, no debt and a market cap of
$200-million. Mr. Obradovich was one of the key individuals behind Aurelian Resources (acquired
by Kinross Gold Mines for $1.2 billion in 2008), which discovered the Fruta Del Norte gold deposit
in Ecuador. He was also the co-founder of Canadian Royalties Inc., which discovered and
developed the Raglan south nickel belt. Mr. Obradovich acquired most of the Matachewan gold
camp and, through a reverse takeover of Young-Davidson Mines Ltd., upgraded and doubled the
resource which was subsequently acquired by Northgate Minerals in 2005. Mr. Obradovich is a
graduate of the Haileybury School of Mines in mining technology and advanced field geophysics.
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Upon completion of the Transaction, it is expected that the Company will also change its name.
The Company will provide further information concerning the proposed new name as soon as it
becomes available.
Qualified Person
Jean Lafleur, P. Geo. is a “qualified person” in accordance with National Instrument 43-101 –
Standards of Disclosure for Mineral Projects and has reviewed and approved the technical
information contained in this news release.
Further Information
Completion of the Transaction is subject to a number of conditions including the receipt of all
required regulatory and third-party consents, including approval of the TSX-V, and satisfaction of
other customary closing conditions. The Company does not anticipate that the Transaction will
require approval of the shareholders of the Company. The Company and the Vendor have agreed
to structure the Transaction in the manner most tax efficient for the Vendor and as such the
Transaction structure is subject to change based upon the advice from the parties’ respective
legal and tax advisors. The Transaction cannot close until the required approvals are obtained.
There can be no assurance that the Transaction will be completed as proposed or at all. The
Transaction is not contingent on financing, nor is any financing currently contemplated to take
place concurrently with the Transaction. No finders’ fees or commissions are payable in
connection with completion of the Transaction, and no advances or loans to the Vendor are
contemplated.
The Company is at arm’s-length from the Vendor, and the principal of the Vendor is Chris Irwin.
The Project comprises two large land packages within the Chicobi Belt located in the Quebec
Abitibi, positioned between the Normetal Fault, the Chicobi North Fault and the Macamic Fault
which are major structures associated with significant polymetallic and gold discoveries.
In connection with the Transaction, the Company has commissioned a geological report on the
Project. Prior to completion of the Transaction, a copy of the geological report will be filed and
posted on SEDAR. Further information on the Transaction will be available and posted on SEDAR
upon completion of a filing statement that will be prepared by the Company.
Trading in the common shares of the Company will remain halted pending further filings with the
TSX-V.
For further information please contact:
Aleem Nathwani
Chief Executive Officer
Email: [email protected]
Phone: 604-290-7073
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSX-V acceptance. The Transaction cannot close until the required approvals are obtained, and
the outstanding conditions satisfied. There can be no assurance that the Transaction will be
completed as proposed or at all.
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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-V 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-V nor its Regulation
Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the
adequacy or accuracy of this release.
This news release may contain certain “Forward-Looking Statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities
laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”,
“target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-
looking statements or information. These forward-looking statements or information may relate
to the Transaction and various approvals required in connection with the Transaction, the
reliability of third-party information and other factors or information. Such statements represent
the Company’s current views with respect to future events and are necessarily based upon a
number of assumptions and estimates that, while considered reasonable by the Company, are
inherently subject to significant business, economic, competitive, political and social risks,
contingencies and uncertainties. Many factors, both known and unknown, could cause results,
performance or achievements to be materially different from the results, performance or
achievements that are or may be expressed or implied by such forward-looking statements. The
Company does not intend, and does not assume any obligation, to update these forward-looking
statements or information to reflect changes in assumptions or changes in circumstances or any
other events affecting such statements and information other than as required by applicable laws,
rules and regulations.