Currie Rose Enters into Agreement to Acquire Kotai Energy and its Hydrogen Project
Currie Rose Enters into Agreement to Acquire
Kotai Energy and its Hydrogen Project
Toronto, Ontario--(Newsfile Corp. - March 23, 2023) - Currie Rose Resources Inc. (TSXV: CUI) ("
Currie
Rose
" or the "
Company
") is pleased to announce that the Company has entered into a share exchange
agreement (the "
Share Exchange Agreement
") on March 21, 2023 with WA Hydrogen Pty Ltd. ("
Kotai
Energy
") and the shareholders of Kotai Energy, pursuant to which the Company will acquire all of the
issued and outstanding shares of Kotai Energy (the "
Kotai
Shares
"), in consideration for the issuance
of 50 million common shares of the Company (the "
Consideration Shares
") at $0.05 per share and a
5% royalty on future production (the "
Transaction
").
Kotai Energy, in partnership with Curtin University in Western Australia, is developing solid state bulk
exportable hydrogen technologies for deployment away from the production source, with the objective of
it being economically and commercially viable (the "
Hydrogen Project
"). Kotai Energy's partnership
with Curtin University commenced in November 2018 with the intention that Curtin University, with the
financial assistance and in-kind support assistance of Kotai Energy, submit an initial application to the
Australian Research Council ("
ARC
") seeking funding for the Hydrogen Project. The Hydrogen Project
offers various synergies with the vanadium redox flow battery technology that is currently being pursued
by the Company and each target the growing need for reliable alternative sources of energy.
After the completion of the Transaction, Kotai Energy will be a wholly-owned subsidiary of the Company,
and the Company would continue to primarily focus on its North Queensland Vanadium Project (the
"
NQV Project
") in Queensland, Australia while owning (through Kotai Energy) the complimentary option
to acquire 100% of the intellectual property rights ("
IPR
") associated with the Hydrogen Project from
Curtin University for an anticipated 2.5-3-year option period. The Company would not be required to
spend a substantial amount of financial resources on the Hydrogen Project prior to the option exercise,
as Kotai Energy's financial obligations in connection with its partnership with Curtin University and the
ARC research grant are fully funded until August 2023 and the required annual contribution toward the
Hydrogen Project from Kotai Energy is AUD$70,000.
Below is the breakdown of the projected project and corporate expenditures:
North Queensland Vanadium Project Expenditures - Phase 1 Working Capital - C$405,900
Infill diamond drilling and downhole geophysical surveys at Cambridge Deposit - C$157,500
Metallurgical studies - C$157,500
Aircore drilling at Runnymede or Flinders - C$54,000
Contingency - C$36,000
Kotai Expenses - C$67,500
Grant Expenses - Curtin University - C$67,500
Projected Corporate Expenditures (following 6 months) - C$242,000
As Michael Griffiths is the President and Chief Executive Officer of the Company, and is also a
shareholder of Kotai Energy, the Transaction is a related party transaction under Multilateral Instrument
61-101 -
Protection of Minority Securityholders in Special Transactions
("
MI 61-101
"). The Company is
exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101
pursuant to the exemptions in section 5.5(a) and 5.7(a) of MI 61-101, as the Consideration Shares
issuable to Mr. Griffiths, being 15 million common shares in the capital of the Company, in exchange for
his 30% ownership interest in Kotai Energy, does not exceed 25% of the Company's market
capitalization. The Transaction was approved by those directors of the Company who are independent in
connection with such transaction.
Upon completion of the Transaction, Mr. Griffiths, directly or indirectly, owns, controls or exercises
direction over, an aggregate of 22,047,894 common shares in the capital of the Company, increasing
his shareholdings from 4.04% to 12.63%.
Other than Mr. Griffiths, all other parties to the Transaction are arm's length to the Company. No finder's
fee is payable in respect of the Transaction.
Immediately following the completion of the Transaction, Nicole Morcombe will be appointed
as a director of the Company. Upon her appointment, the Company will grant Ms. Morcombe
4,500,000 stock options, exercisable at $0.05 per share for 5 years from date of issuance.
The Transaction is subject to corporate and regulatory approvals, including TSX Venture Exchange (the
"
TSXV
") approval. The Company expects to obtain disinterested shareholder approval through written
consent resolution to comply with the applicable policies of the TSXV.
About Currie Rose Resources Inc.
Currie Rose is a publicly traded battery metals explorer and developer focused on identifying high-value
assets in mining-friendly jurisdictions. The Company's immediate focus is the advanced NQV Project in
Queensland, Australia. The NQV Project hosts the Cambridge Deposit with an Indicated Mineral
Resource of 61.33 Mt @ 0.34% V
2
O
5
and 234.6 ppm MoO
3
along with an Inferred Mineral Resource of
144.87 Mt @ 0.33% V
2
O
5
and 241.9 ppm MoO
3
(Dufresne et al., 2022). The Cambridge Deposit
Resource is open for expansion. The NQV Project also hosts multiple other drill-ready targets that
represent large areas of underexplored, prospective vanadium-rich host strata. Please visit our website
at
www.currierose.com
.
For additional information, please contact:
Iryna Zheliasko, Investor Relations
Office: (+1) 647-249-9298
Email:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking
information within the meaning of applicable Canadian securities laws. All statements in this news
release, other than statements of historical facts, including statements regarding future estimates,
plans, objectives, timing, assumptions or expectations of future performance, including without
limitation, the statement that the Company will acquire the Kotai Shares. Generally, forward-looking
statements and information can be identified by the use of forward-looking terminology such as
"intends" or "anticipates", or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based
on certain material assumptions and analysis made by the Company and the opinions and estimates
of management as of the date of this press release, including that the Company will be able to
complete the acquisition of the Kotai Shares on the terms and conditions set out in the Share
Exchange Agreement, and that the Company will receive the required corporate and regulatory
approvals, including TSX Venture Exchange approval. These forward-looking statements are subject
to known and unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially different from those expressed
or implied by such forward-looking statements or forward-looking information. Important factors that
may cause actual results to vary, include, without limitation, that the Company will not be able to
complete the acquisition of the Shares or the conversion of the Pharmacy Agreement Debt on the
terms and conditions set out in the Share Exchange Agreement or at all, or that the Company does
not receive the required corporate and regulatory approvals, including TSXV approval. Although
management of the Company has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements 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 statements and forward-looking
information. Readers are cautioned that reliance on such information may not be appropriate for other
purposes. The Company does not undertake to update any forward-looking statement, forward-looking
information or financial out-look that are incorporated by reference herein, except in accordance with
applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/159478