Val-d'Or Mining Closes on Transactions and Completes Strategic Partnership with Gold Royalty Corp.
Val-d'Or Mining Closes on Transactions and
Completes Strategic Partnership with Gold
Royalty Corp.
Val-d'Or, Québec--(Newsfile Corp. - January 30, 2023) - Val-d'Or Mining Corporation (TSXV: VZZ)
("Val-d'Or Mining" or the "Company") is pleased to report, further to its December 2, 2022 news release,
that it has received conditional approval of the TSX Venture Exchange for, and consequently completed,
the transaction (the "Transaction") contemplated by the letter agreement dated November 30, 2022 (the
"Agreement") with Gold Royalty Corp.'s wholly owned subsidiary, Golden Valley Mines and Royalties
Ltd. ("Golden Valley"), (which together with Gold Royalty Corp, referred to as "Gold Royalty").
The Company has purchased from Gold Royalty:
a
.
the mineral rights and interests in the following properties located in Québec and Ontario -
Bogside, Bogside NW, Cheechoo B East, Island 27, Matachewan, Munro, North Contact,
Recession Larder, Riverside, Sharks,
Smokehead and Titanic (together the "Golden Valley
Exploration Portfolio") in consideration for which the Company has granted to Gold Royalty a net
smelter return royalty ("NSR") of either 1% or 0.5% on each property comprising the Golden Valley
Exploration Portfolio; and
b
.
the mineral rights and interests in all joint venture agreements that Golden Valley was a party to
consisting of the Claw Lake, Cook Lake and Murdoch Creek properties in Ontario and the
Perestroika Prospect in Québec (the "JV Exploration Portfolio") along with the assignment by
Golden Valley to the Company of all of Golden Valley's rights, title, obligations and interests under
the option agreement between Golden Valley and Eldorado Gold (Québec) Inc. dated October 8,
2021 (the "Eldorado Option Agreement"). In consideration for the purchase of the JV Exploration
Portfolio, the Company has assigned to Gold Royalty three-quarters of the 2% NSR that the
Company will be entitled to under the Eldorado Option Agreement, and also grant Golden Valley a
royalty interest ranging up to 1.5% in and to all the Company's working interests in the JV
Exploration Portfolio including under the Eldorado Option Agreement.
No cash or equity consideration was paid for either the Golden Valley Exploration Portfolio or the JV
Exploration Portfolio acquired by the Company.
The Company will pay to Gold Royalty 20% of any future
consideration received by the Company (the "20% Consideration"), consisting of cash, shares or other
securities of any entity received by the Company from a third party in consideration for any interest in, or
otherwise in relation to, either the Golden Valley Exploration Portfolio or the JV Exploration Portfolio, as
applicable, pursuant to any transaction, agreement or other arrangement entered into, agreed to or
announced by the Company on or before December 31, 2023 in relation to any of such portfolios.
Gold Royalty holds 28,965,050 shares in the capital of the Company, representing 35.6% of its issued
share capital, and accordingly is an insider of the Company in accordance with applicable securities
legislation.
The Transaction therefore constitutes a "related party transaction" under Multilateral
Instrument 61-101 ("MI 61-101").
The Company availed itself of the exemptions contained in section
5.5(a) of MI 6-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-
101 for an exemption from the minority shareholder approval requirement of MI 61-101. The Company
availed itself of these exemptions on the basis that neither the fair market value of the Golden Valley
Exploration Portfolio or the JV Exploration Portfolio, nor the fair market value of the consideration paid
by the Company to the Gold Royalty for Golden Valley Exploration Portfolio or the JV Exploration
Portfolio (which consists of the 20% Consideration and a royalty on Net Smelter Returns on the
properties comprising Golden Valley Exploration Portfolio or the JV Exploration Portfolio) exceeded
25% of the Company's market capitalization at the time the Transaction was agreed to.
About Val-d'Or Mining Corporation
Val-d'Or Mining Corporation is a natural resource issuer involved in the process of acquiring and
exploring its mineral property assets, most of which are situated in the Abitibi Greenstone Belt of NE
Ontario and NW Québec. To complement its current property interests, the Company regularly evaluates
new opportunities for staking and/or acquisitions. Outside of its principal regional focus in the Abitibi
Greenstone Belt, the Company holds several other properties in Northern Québec (Nunavik) covering
different geological environments and commodities (Ni-Cu-PGE's).
The Company has an expertise in the identification and generation of new projects, and in the early
stages of exploration. The mineral interests are broad and range from gold, copper-zinc-silver, nickel-
copper-PGE to industrial and energy minerals. After the initial value creation in the 100%-owned, or
majority-owned properties, the Company seeks option/joint venture partners to conduct more advanced
exploration on the projects.
For additional information, please contact:
Glenn J. Mullan
President & Chief Executive Officer
2864 chemin Sullivan
Val-d'Or, Québec J9P 0B9
Tel.: 819-824-2808
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
news release.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/152866