Search Minerals Inc. Announces Partial Revocation of Cease Trade Order, Proposed Private Placement and Issuance of Shares Under Option Agreements
NEWS RELEASE September 9, 2024
Search Minerals Inc. Announces Partial Revocation of Cease Trade Order, Proposed
Private Placement and Issuance of Shares Under Option Agreements
VANCOUVER, BC – Search Minerals Inc. (TSXV: SMY) (“ Search” or the “ Company”) announces that on
September 6, 2024, the British Columbia Securities Commission (the “ BCSC”) granted a partial revocation
(the “Partial Revocation”) of a cease trade order (the “CTO”) previously issued by the BCSC on April 8, 2024.
The Partial Revocation permits the Company to complete a private placement transaction for the purpose of
finalizing its annual financial statements for the year ended November 30, 2023, interim financial statements,
management’s discussion and analysis and certification of interim filings for the periods ended February 29
and May 31, 2024, as well as provide funding for certain operational, filing, debt and administrative expenses.
The Partial Revocation also permits the Company to issue an aggregate of 700,000 common shares in the
capital of the Company (“Shares”) under the option agreements in respect of the Two Tom Lake and Mann #1
properties.
Private Placement of Convertible Notes
The Partial Revocation was pursued to permit Search to issue and sell non-transferable unsecured convertible
notes (the “Convertible Notes”) with an aggregate principal amount of up to $1,000,000 (the “Offering”). The
Convertible Notes will have a maturity date of one year from the date of issuance (the “ Maturity Date”) and
will bear simple interest at a rate of 15% per annum. Following the full revocation of the CTO and prior to the
Maturity Date, principal and interest under the Convertible Notes may be converted into Shares at the option
of the noteholder. The conversion price of the principal will be $0.05 per Share and the conversion price of
interest into Shares will be as permitted by the policies of the TSX Venture Exchange (the “ TSXV”). The
Offering remains subject to the approval of the TSXV.
The gross proceeds from the Offering are expected to be used as follows:
Description Cost (in CAD)
Revocation costs
Audit and other professional fees and taxes related to the preparation and completion
of the unfiled audit and quarterly financial reports
$85,000
Transfer agent and TSXV Fees related to the Offering $25,000
Legal fees – preparation of the Partial Revocation and full revocation order materials
and application for reinstatement of trading
$80,000
Filing fees and penalties to security regulators $15,000
Working Capital $50,000
Total Revocation Costs $255,000
Maintenance Costs (4 months)
Reimbursement of expenses already paid by directors and insiders to be repaid
(mineral claims security deposits, news release dissemination, legal and audit
retainers, utilities, BCSC application fees)
$50,000
Ongoing Expenses – transfer agent, utilities on building, insurance, property tax, news
release preparation, filing fees
$60,000
Renewal fees required to keep mineral claims in good standing $38,500
Security deposits in lieu of work commitment on properties $103,000
Total Maintenance Fees $251,500
Assessment Related Expenses
Payment to Vendor to receive partial assay results from 2022 drill program – needed
to prepare exploration permits for upcoming season
$250,000
Re-instatement of geological database and licensing fees $60,000
Hire two geologists - to review and interpret the assay results and prepare assessment
reports to Mining Dept. of Newfoundland to keep mineral properties in good standing
(5 months).
$125,000
Total Assessment Related Expenses $435,000
Working Capital $58,500
Total Budget $1,000,000
Payment of Shares Under Option Agreements
The Partial Revocation was also pursued to permit the Company to issue Shares under both the option
agreement dated June 14, 2021 (the “ Two Tom Agreement ”) between the Company and United Gold Inc.,
Aubrey Budgell and Donna Lewis (collectively, the “Two Tom Vendors”) and the option agreement dated June
15, 2021 (the “Mann Agreement”) between the Company and Ronal Quinlan and Eddie Quinlan (the “ Mann
Vendors”).
Pursuant to the Two Tom Agreement, the Company will issue the Two Tom Vendors an aggregate of 400,000
Shares as part of the third anniversary payment. The Two Tom Vendors had agreed to delay this payment until
the Partial Revocation was granted (see the Company’s news release dated August 23, 2024). Pursuant to
the Mann Agreement, the Company will issue the Mann Vendors an aggregate of 300,000 Shares as part of
the third anniversary payment. The Mann Vendors had agreed to delay this payment until the Partial
Revocation was granted (see the Company’s news release dated August 9, 2024).
For further information about Search Minerals Inc., please contact:
Joseph Lanzon
Interim CEO and Director
Telephone: 613-796-5957
Email: [email protected]
About Search Minerals Inc.:
Search Minerals is focused on finding and developing Critical Rare Earths Elements (CREE), Zirconium (Zr)
and Hafnium (Hf) resources within the emerging Port Hope Simpson – St. Lewis CREE District of South East
Labrador. Search controls two deposits (Foxtrot and Deep Fox), two drill ready prospects (Fox Meadow and
Silver Fox) and numerous other REE prospects, including Fox Valley, Foxy Lady and Awesome Fox, along a
64 km long belt forming a REE District in Labrador.
Search also controls additional CREE assets in the Red Wine CREE District of central Labrador. These
include: the drill ready Two Tom Lake CREE-Be-Nb deposit, the Mann #1 CREE-Nb-Be prospect and Merlot
CREE Prospect.”
Forward-Looking Information
Statements contained in this news 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. Forward-Looking Information includes, but is not limited to, disclosure
regarding possible events, the terms and completion of the Offering, the proposed use of proceeds from the
Offering, if and when the CTO will be revoked, next steps and courses of action. In certain cases, Forward-
Looking Information can be identified by the use of words and phrases or variations of such words and phrases
or statements such as “anticipate”, “expect” “plan”, “likely”, “believe”, “intend”, “forecast”, “project”, “estimate”,
“potential”, “could”, “may”, “will”, “would” or “should”. Forward-Looking Information in this news release are
based on certain material assumptions and involve, known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Search Minerals 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, those factors discussed in Search Minerals' public filings and
its Canadian disclosure record. Although Search Minerals has attempted to identify important factors that could
affect Search Minerals 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. For further
information on these and other risks and uncertainties that may affect the Company’s business, see the “Risk
Factors” and “Management’s Discussion and Analysis” with the Canadian securities regulators, which are
available at www.sedarplus.ca. Except as required by law, Search Minerals 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) has in any way passed upon the merits of the contents of this press release
and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has
in any way approved or disapproved of the contents of this press release.