Stakeholder Signs Definitive Agreement with VMC
FOR IMMEDIATE RELEASE TSX Venture Exchange
July 30th, 2020 Symbol: SRC
Shares Outstanding: 42,190,662
Stakeholder Signs Definitive Agreement with VMC
Stakeholder Gold Corporation (“Stakeholder” or the “Company”) (TSX-V: SRC) and Victoria Mining
Corporation. (“VMC”) are pleased to announce that further to the execution of a Letter of Intent on May
15th, 2020 and to the negotiation of a business combination agreement (the “Definitive Agreement”), the
parties have executed a Definitive Agreement with effect from July 30th, 2020. As of this date, Stakeholder
and VMC have been combined by way of an amalgamation of VMC and a wholly owned subsidiary of
Stakeholder (the “Transaction”).
The Transaction is to be completed on a share exchange basis in which Stakeholder will issue 10,225,000
common shares at a deemed, aggregate value of $511,250 to the shareholders of VMC. Share issuance
with the Transaction will not result in any new Insiders of Stakeholder. Disinterested Shareholder
Approval for the Transaction was confirmed at a Special Shareholder Meeting held on June 18th, 2020.
On July 30th, 2020 Stakeholder received a letter from the Exchange granting conditional approval for the
Transaction. The letter allows the Company to c omplete the Transaction and to issue shares to VMC
shareholders in accordance with the terms of the Definitive Agreement.
A technical report on the Dom Joaquim/MG Project prepared in accordance with National Instrument 43-
101 – Standards of Disclosure for Mineral Projects will be filed by the Company following completion of
personal inspection by one of the independent qualified persons responsible for preparing the technical
report. The personal inspection has been dela yed as a result of travel restrictions due to COVID -19 and
will be completed as soon as practicable when travel restrictions have been lifted.
On closing Stakeholder will cause a wholly owned subsidiary to amalgamate with VMC. The new wholly
owned subsidiary of Stakeholder will operate under the name Victoria Mining Corporation. Stakeholder
aims to have all shares issued in accordance with the Definitive Agreement and to effect the amalgamation
within the next week. The transaction is subject to final acceptance by the TSX Venture Exchange.
About Victoria Mining Corporation and the Nature of the Asset
VMC is a privately -owned Mining Company incorporated under the laws of Ontario, Canada. VMC
currently has one exotic-blue quartzite extraction project located in Minas Gerais, Brazil and has received
all regulatory licenses and approvals required for operation.
Limited exploration on the property was initiated by Victoria Mining Corp in 2018 and 2019. Exploration
activities consisted of examination of surface outcrops, blasting of two pits within a favorable quartzite
zone, physical sample collection and the preparation of exotic quartzite samples from the property. In
addition, the property was visited by a contracted Brazilian mine engineer in support of the license
application for mining permits.
No geochemical analysis, petrological studies or geophysical surveys have been completed as part of the
exploration work undertaken on the property to date.
Based on the work performed, it is interpreted that the property contains a 4km section of quartzite. There
has been limited exploration in the past and there is no record of previous work performed on the property.
Blue quartzite was observed on the property and it is associated with outcrop exposures along the slope
of a prominent ridge. The blue colouration and colour pattern in this exotic quartzite material is uncommon
and represents a favourable project development prospect. Victoria Mining Corporation currently holds
all the licenses and permits required to commence extraction, bulk mining and production.
Based on the current ly available exploration information the Company’s Qu alified Person (“QP”) has
recommended a comprehensive work program in order to identify additional marketable zones of Blue
Quartzite. The total cost of the exploration program is anticipated to be $41,272 CAD.
Related Party Transaction
Two insiders of Stakeholder are currently also insiders of VMC, they are as follows: Christopher Berlet
the Chief Executive Officer of Stakeholder, and Marcus Chase , a director of Stakeholder. Mr. Berlet
currently h olds 3,292,000 Stakeholder Common Shares while Mr. Chase does not currently own
Stakeholder shares.
.
Upon completion of the Transaction, the composition of the Board of Directors is not expected to change.
Paul Davis BSc, MSc, P.Geo is the Qualified Person for the Company, as defined by NI 43-101, and has
reviewed and approved the contents of this press release.
For further information please contact:
Stakeholder Gold Corporation
416 525 - 6869
Forward Looking Information
This news release contains forward -looking information. All information, other than information of historical fact, constitute
“forward-looking statements” and includes any information that addresses activities, events or developments that the
Corporation believes, expects or anticipates will or may occur in the future including the Corporation’s strategy, plans or
future financial or operating performance.
When used in this news release, the words “estimate”, “project”, “anticipate”, “expect”, “intend”, “believe”, “hope”, “may”
and similar expressions, as well as “ will”, “shall” and other indications of future tense, are intende d to identify forward -
looking information. The forward-looking information is based on current expectations and applies only as of the date on which
they were made. The factors that could cause actual results to differ materially from those indicated in su ch forward-looking
information include, but are not limited to, the ability of the Corporation to fund the exploration expenditures required und er
the Agreement. Other factors such as uncertainties regarding government regulations could also affect the results. Other risks
may be set out in the Corporation’s annual financial statements, MD&A and other publicly filed documents.
The Corporation cautions that 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 information. Accordingly, investors should not
place undue reliance on forward -looking information. Except as required by law, the Corporation does not assume any
obligation to release publicly any revisions to forward-looking information contained in this press release to reflect events or
circumstances after the date hereof.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the poli cies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.