LION ROCK Enters into Letter of Intent to Acquire Volney Lithium Project IN the Black Hills
LION ROCK RESOURCES INC.
200 Burrard Street, Suite 1680
Vancouver, BC, V6C 3L6
LEGAL\68164085\3
LION ROCK ENTERS INTO LETTER OF INTENT TO ACQUIRE VOLNEY LITHIUM
PROJECT IN THE BLACK HILLS
Vancouver, British Columbia – January 30, 2024 – Lion Rock Resources Inc. (TSX-V: ROAR), (FSE:
KGB1) (the “Company” or “Lion Rock”)) is pleased to announce that it has entered into a non-binding
letter of intent (the “ LOI”) with Tinton Partners, LLC (the “ Tinton Partners ”) to acquire the Volney
Lithium Project, strategically located in the northern Black Hills of S outh Dakota (Figure 1). The Volney
Lithium Project is comprised of 114 private land claims extending over 510 ha which is host to the historic
Giant Volney pegmatite.
Figure 1. Lion Rock Resources’ Volney Lithium Project map in the Black Hills, South Dakota.
LION ROCK RESOURCES INC.
200 Burrard Street, Suite 1680
Vancouver, BC, V6C 3L6
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Project Highlights
The Volney Lithium Property (the “Property”). The Property is 510 ha in the Northwestern
district of the Black Hills known as Tinton. Historic pegmatites on the property comprise of seven
discrete pegmatite bodies ranging from 10 to 23 m wi de, converging to the south to form a single
large lithium-rich pegmatite, the Giant Volney, over a known strike length of 635 m at surface
(Figure 2).1 None of the known pegmatites have been drilled below a depth of 50 m. There are 9
claims within the traditional boundaries of the Property which are excluded from the Property (the
“Carve Out Property”)
Property Geology. Tinton pegmatite camp in the norther n Black Hills is underlain by a domal
inlier exposing a late Neoarchean greenstone-supracrustal belt heavily invaded by a swarm of 2.61
to 2.48 Ga rare metal pegmatites. The pegmatites at Tinton belong to the same global superswarm
of major lithium pegmatites formed at the end of the Archean. 2 The pegmatites were historically
mined for Tin with limited investigation into the LCT pegmatite potential.
Figure 2. Lion Rock Resources’ Volney Lithium Project map showing documented pegmatite location from
Nellis, 1973.
1 Nellis, D.A., 1973, Tantalum in the Volney Pegmatite, Tinton, South Dakota, Boston, Boston University Ph.D.
2 Lincoln, P.R, 1954, Pegmatite Investigations 1942‐1945 Black Hills, South Dakota
LION ROCK RESOURCES INC.
200 Burrard Street, Suite 1680
Vancouver, BC, V6C 3L6
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Terms of Option
The LOI provides for the parties to enter into a formal option agreement (the “ Option
Agreement”) under which the Company will be granted the sole and exclusive right and option
(the “Option”) to acquire the Volney Lithium Project by completing the following cash payments,
share issuances and work program expenditures (“Expenditures”), and will be subject to the two
royalties described below.
Lion Rock shall pay the Tinton Partners US$25,000 upon execution of the LOI (paid);
Lion Rock shall pay the Tinton Partners US$475,000 cash within 5 business days of TSX
Venture Exchange (“TSXV”) approval (“TSXV Approval”) of the Option Agreement;
Lion Rock will issue within 5 business days from TSXV Approval such number of
common shares in the capital of Lion Rock (the “ Shares”) to the Tinton Partners in such
denominations and names as directed the Partne rs, as is equal to 9.9% of the issued and
outstanding shares of Lion Rock (“Lion Rock Shares”) on an undiluted, post-transaction
basis and post financing basi s to the extent that Lion Rock undertakes financing in
connection with the LOI or the Option Agreement;
On or before the first anniversary of the TSXV Approval (the “First Anniversary Date”),
Lion Rock shall incur a total of US$1,800,000 of exploration expenditures
(“Expenditures”) on the Property, all of which shall be filed as assessment work with the
applicable government registry to maintain the Property in good standing;
Within 10 business days of the First Anniversary Date, Lion Rock shall pay US$1,250,000
cash, and issue such additional number of Lion Rock Shares, issued at a price based on the
20 day VWAP immediately prior to the First Anni versary Date, as is equal to the greater
of (i) that number of Lion Ro ck Shares required to maintain the Tinton Partner’s
shareholdings at an amount equal to 9.9% of the then issued and outstanding Lion Rock
Shares calculated as of the First Anniversary Date on an undiluted basis, or (ii) the number
of Lion Rock Shares equal to a value of US$500,000 (converted to Canadian dollars using
the Bank of Canada exchange rate on the First Anniversary Date);
On or before the second annive rsary of the TSXV Approval (the “ Second Anniversary
Date”), Lion Rock shall incur a total of US$3,500,000 of Expenditures on the Property, all
of which shall be filed as a ssessment work with the applic able government registry to
maintain the Property in good standing;
Within 10 business days following the Second Anniversary Date, Lion Rock shall pay the
Tinton Partners US$2,250,000 cash, and issue such additiona l number of Lion Rock
Shares, issued at a price based on the 20 day VWAP immediately prior to the Second
Anniversary Date as is equal to the greater of (i) that number of Lion Rock Shares required
to maintain The Tinto Partner’s shareholdings at an amount equal to 9.9% of the then issued
and outstanding Lion Rock Shares calculated as of the Second Anniversary Date on an
undiluted basis, or (ii) the number of Lion Rock Shares equal to a value of US$750,000
(converted to Canadian dollars using the Ba nk of Canada exchange rate on the Second
Anniversary Date);
Expenditures incurred by any date in excess of the amount of Expenditures required to be
incurred by such date shall be carried forw ard to the succeeding period and qualify as
Expenditures for the succeeding period.
LION ROCK RESOURCES INC.
200 Burrard Street, Suite 1680
Vancouver, BC, V6C 3L6
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If Expenditures incurred by any date are less th an the amount of Expenditures required to
be incurred by such date provided such shor tfall shall not exceed 20% of the expected
Expenditures, Lion Rock shall have the right, but not the obligation, to pay the shortfall to,
or at the direction of, the Tint on Partners in cash within 10 days of such date, in order to
maintain the Option in good standing.
Such payments in cash in lieu of Expend itures shall be deemed Expenditures incurred on
the Property on or before such date.
Failure to make any of the Expenditures or payments on a timely ba sis will result in an
immediate termination of the Option.
Once Lion Rock has completed the Expenditures and made all payments and issuances of
Lion Rock Shares as specified in the Option Agreement, Lion Rock will have exercised
the Option and acquired a 100% interest in the Property, other than the Carve Out Property,
subject to the royalties described below.
The Parties will enter into (i) a Gross Smelter Returns Royalty Agreement, other than for gold,
under which Lion Rock will grant the Partners a 2% GSR on the Property subject to a buy back
option exercisable upon the commencement of comme rcial production for a period of five years
in favour of Lion Rock of 1% of the GSR (effectively reducing the GSR to 1%) for US$1,000,000;
and (ii) a Net Smelter Returns Royalty Agreement for gold under which Lion Rock will grant the
Tinton Partners a 2% NSR on the Property subj ect to a buy back option exercisable upon the
commencement of commercial production for a period of five years in favour of Lion Rock of 1%
of the NSR (effectively reducing the NSR to 1%) for US$1,000,000. In all circumstances the
royalties will be registered on title and will be assigned with the Property in the event of any sale
of the Property, whether in whole or in part.
The Share issuances described above will be subj ect to the prior approval of the TSXV and may
require the filing and approval of Personal Information Forms from representatives of the Tinton
Partners and shareholder approval if required under TSXV policies.
About the Volney Lithium Project
The Volney Lithium Project is comprised of 114 private land claims totaling 510 ha in the Black Hills. The
Property is located 20 km south of Spearfish, Sout h Dakota and approximately 15 km west of Lead.
Pegmatites are within a Neoarchean greenstone belt, featuring the Giant Volney pegmatite, historically
mined for Tin. The Property is accessible by road and strategically located with proximity to infrastructure
and major mining jurisdiction.
The technical content of this news release has been reviewed and approved by Carl Ginn, P.Geo., consultant
to the Company and a Qualified Person pursuant to National Instrument 43-101.
About Lion Rock Resources Inc.
Lion Rock Resources Inc. is a brownfields expl oration company focused on the Maybrun Copper-Gold
Project in northwestern Ontario, approximately 80 km from New Gold’s Rainy River Gold Mine and 15
km from First Mining Gold’s Cameron Lake Project. The Company also holds pr operties prospective for
lithium in Ontario and Quebec.
LION ROCK RESOURCES INC.
200 Burrard Street, Suite 1680
Vancouver, BC, V6C 3L6
LEGAL\68164085\3
On Behalf of the Board
R. Dale Ginn, President & Chief Executive Officer
O: 604-678-5308
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.