ValOre Signs Definitive Agreement to Acquire Pedra Branca
ValOre Signs Definitive Agreement to Acquire Pedra Branca
July 16, 2019
Vancouver, B.C. ValOre Metals Corporation (TSX -V: VO) ( "ValOre") today provided an update on
the previously announced transaction (see ValOre news releases , dated May 28, 2019 and June 6, 2019,
respectively) whereby ValOre has agreed to acquire the Pedra Branca P roject ("Pedra Branca Project "
or the "Project") in northeastern Brazil from Jangada Mines PLC (the “Transaction ”). The Pedra Branca
Project is a Platinum Group Metals ("PGM") D istrict covering a total area of 38,940 hectares (96,223
acres) that comprises 38 exploration licenses.
ValOre has entered into a definitive share purchase agreement (the "Agreement") with Jangada Mines
PLC ("Jangada") and PBBM Holdings Ltd., a wholly-owned, British Columbia incorporated subsidiary of
ValOre (the "Purchaser") pursuant to which the Purchaser has agreed to purchase Jangada's interest in the
the Brazilian holding company Pedra Branca Brasil Mineracao Ltda. (the "Company") , which owns the
Pedra Branca Project.
Material Terms of the Agreement
The Purchaser will acquire a 100% interest in the Company in exchange for the following consideration:
1. the issuance and allotment to Jangada of:
a. 22,000,000 common shares in the authorized share capital of V alOre (the "Initial
Shares") on the date of closing of the Transaction ("Completion");
b. 3,000,000 common shares in the authorized share capital of ValOre (the
"Subsequent Shares" and together with the Initial Shares, the "Consideration
Shares") in six equa l tranches commencing on the date falling six months after
Completion and ending on the date falling thirty -six months after Completion,
subject to any adjustment as a result of certain specified liabilities; and
2. cash payments to Jangada in the aggregate of C$3,000,000, as follows:
a. C$250,000, which has been paid to Jangada;
b. C$750,000 payable on Completion;
c. C$1,000,000 on, or before, 3 months after Completion; and
d. C$1,000,000 on, or before, 6 months after Completion.
All Consideration Shares will be subject to a statutory hold period expiring four months and a day from
the date of issuance.
The issuance and allotment of the ValOre Shares would give Jangada an interest of approximately 33%
in the current share capital of ValOre as enlarged by the issu ance and allotment of the Consideration
Shares, but prior to the issu ance and allotment of the new common shares in authorized share capital of
ValOre pursuant to the private placement announced by ValOre on June 6, 2019 (the " Financing"). On
Completion, Jangada wi ll have the right to nominate two individuals to the ValOre Board with one
nominee to be appointed immediately and one nominee to be appointed as an observer to the ValOre
Board, with the intention that such observer shall be appointed to the ValOre Board at the next annual
general meeting of ValOre following Completion. The two nominees will also be nominated for re-
election at the annual general meeting of ValOre in 2020. Subsequently, Jangada's right to nominate up
to two directors may be extended if mut ually agreed in writing by ValOre, Jangada and each of the
nominee board members.
Pursuant to the Agreement, Jangada has agreed that , for so long as it holds 10% or more of the issued
and outstanding common shares of ValOre, in the event Jangada wishes to sell any of i ts holding of
ValOre shares it will give ValOre a 7 day notice period and the opportunity to find buyers for such
shares on a best price and best execution basis, with a view to maintaining an orderly market for the
issued and outstanding common shares in ValOre.
Significant Conditions to Completion
Closing is subject to several conditions precedent, which are normal for transactions of this nature and
which include, but are not limited to, the following:
• Approval of the Transaction by a simple majority of Jangada's shareholders;
• Approval of the creation of a new control person by a simple majority of ValOre's shareholders;
• Completion of the Financing;
• No material adverse chang e having occurred in the busines s, the assets or liabilities of the
Company;
• Receipt of all necessary third party contractual and regulatory approvals including from the TSX
Venture Exchange; and
• Completion of the Transaction by not later than September 1, 2019.
Jangada Shareholder Approval
For Jangada, the Transaction is of sufficient size to constitute a disposal resulting in a fundamental
change of Jangada’s business pursuant to Rule 15 of the AIM Rules, and Completion is, therefore,
conditional upon the approval of a majority (more than 50% in favour) of Jangada’s shareholders.
Accordingly, Jangada will be sending out an information circular to its shareholders and seeking their
consent at a general meeting of Jangada on Friday, August 2, 2019. According to Jangada, it has received
irrevocable undertakings to vote in f avour of the Transaction from shareholders of Jangada holding, in
aggregate, 142,355,601 Jangada Ordinary Shares, representing 59.99 per cent of the Jangada’s existing
issued share capital. It is therefore expected that the resolution will be approved at the General Meeting.
Private Placement
ValOre also provides an update on its previously announced Financing to fund transaction costs of the
Acquisition, exploration expenditures on the Project and working capital. Sufficient funds have been
committed by in vestors to exceed the minimum C$3,000,000 Financing amount necessary to close the
Transaction. The Financing may close in multiple tranches and i nsiders of ValOre will participate. Any
insider participation will be considered to be a related party transact ion within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61 -101”). ValOre intends to rely
on the exemptions from the requirements of MI 61-101 in respect of any insider participation. Completion
of the Financing is subject to acceptance by the TSX Venture Exchange.
About ValOre
ValOre Metals Corp. (TSX-V: VO) is a Vancouver based company with a portfolio of high ‐qualit y
uranium and precious metal exploration projects in Canada. In addition to the Baffin Gold Property,
ValOre holds Canada's highest ‐grade uranium resou 89,852
hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43 -101 Inferred
Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U3O8. ValOre's
comprehensive exploration programs have demonstrated the "Di strict Scale" potential of the Angilak
Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please
refer to ValOre's news release of March 1, 2013.
In Saskatchewan, ValOre holds a 100% interest in the 13,711 hec tare Hatchet Lake Property and a 50%
interest in the 131,412 hectare Genesis Property, both located northeast of the north-eastern margin of the
uranium-producing Athabasca Basin.
ValOre’s team has forged strong relationships with sophisticated resource s ector investors and partner
Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. ValOre was the first
company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut
Territory, Canada and is committed to building shareholder value while adhering to high levels of
environmental and safety standards and proactive local community engagement
On behalf of the Board of Directors
"Jim Paterson"
James R. Paterson, Chairman and CEO
ValOre Metals Corporation
For further information about, ValOre Metals Corporation or this news release, please visit our website
at www.valoremetals.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or
by email at [email protected].
ValOre Metals Corp. is a member of Discovery Group, for more information please visit:
www.discoverygroup.ca
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this
news release.
Forward-Looking Statements
Certain statements within this news release, other than statements of historical fact relating to ValOre,
are to be considered forward -looking statements with respect to the terms and the timing of the
Transaction, the completion of the conditions precedent to the Transaction, the receipt of the necessary
shareholder and regulatory approvals, ValOre's intentions for the Pedra Branca Project i n Brazil, the
exploration potenti al of the Pedra Blanca Project and the terms and the timing of the Financing .
Forward-looking statements include statements that are predictive in nature, are reliant on future events
or conditions, or include words such as "expects", "potential", "anticipates", "plans", "believes",
"considers", "significant", "intends", "targets", "estimates", "seeks", attempts ", "assumes", and other
similar expressions.
The forward -looking statements are based on assumptions which, while considered reasonable by
ValOre, are, by their nature, subject to inherent risks and uncertainties and are not guarantees of future
performance. Factors that could cause actual results to differ materially from those in forward -looking
statements include, but are not limited to: the receipt of and timing of any required approvals, the
interpretation of previous and current results, the accuracy of exploration results, the anticipated results
of future exploration, the forgoing ability to finance further ex ploration, delays in the completion of
exploration, the future prices of platinum group metals , and other metals, and general economic, market
and/or business conditions. There can be no assurances that such statements and assumptions will prove
accurate and, therefore, readers of this news release are advised to rely on their own evaluation of the
information contained within.
Although ValOre has attempted to identify important risks, uncertainties and other factors that could
cause actual performance, achievements, actions, events, results or conditions to differ materially from
those expressed in or implied by the forward -looking statements, there may be other risks, uncertainties
and other factors that cause future performance to differ from what is anticipated, estimated or intended.
Unless otherwise indicated, forward -looking statements contained herein are as of the date hereof and
ValOre does not assume any obligation to update any forward-looking statements after the date on which
such statements were made, except as required by applicable law.