Orcus Resources Ltd. and Western Metallica Corp. Announce Acquisition of the Penedela Property
ORCUS RESOURCES LTD. AND WESTERN METALLICA CORP. ANNOUNCE
ACQUISITION OF THE PENEDELA PROPERTY
Vancouver, British Columbia, March 17 , 2022 – Orcus Resources Ltd. (“ Orcus”)
(TSXV: ORCS.P) and Western Metallica Corp. (“ Western Metallica”) are pleased to
announce the signing of a share purchase agreement (the “ SPA”) dated February 17,
2022, pursuant to which a wholly owned subsidiary of Western Metallica, Western
Metallica S.L. (“Western Metallica Spain”), acquired (the “Acquisition”) all of the issued
and outstanding shares in the capital of Asminarq S.L. (“Asminarq”), a Spanish company
whose sole asset is its 100% interest in the research rights and exploration permits to
the Penedela property with the record number 30,819 located in the Spanish Principality
of Asturias (the “Penedela Project”). Prior to the SPA, Western Metallica Spain had an
interest in the Penedela Project pursuant to an option agreement dated August 19, 2019,
as amended on August 17, 2021 (the “Option Agreement”) between Western Metallica
Spain and Asminarq pursuant to which Western Metallica Spain had the option to acquire
a 100% interest in the Penedela Project. Western Metallica completed the Acquisition in
order to secure the Penedela Project, simplify its ownership st ructure in the Penedela
Property and avoid strict timelines for exploration expenditures required under the Option
Agreement.
In consideration for the shares of Asminarq, Western Metallica Spain shall pay the
shareholders of Asminarq an aggregate of €92,000, and, concurrent with the completion
of its previo usly announced qualifying t ransaction with Orcus (the “ Proposed
Transaction”), Western Metallica shall issue to the shareholders of Asminarq an
aggregate of 2,000,000 (post-Proposed Transaction) shares of Western Metallica . In
addition to the foregoing, in the event that Western Metallica Spain discovers a NI 43 -
101 compliant deposit of 1,000,000 ounces of gold, Western Metallica Spain shall pay
€500,000 (on a pro-rata basis) to the former shareholders of Asminarq. In the event that
a gold deposit is discovered on the Penedela P roject that exceeds 1,000,000 ounces,
Western Metallica Spain shall pay €0.50 (on a pro -rata basis) per additional ounce of
gold, up to a maximum of 2,000,000 ounces, to the former shareholders of Asminarq.
Furthermore, pursuant to the SPA, Western Metallica Spain acquired an option to
purchase 1% of the 2% net smelter return currently held by the founding shareholders of
Asminarq for €400,000, which may be exercised at the discretion of Western Metallic a
Spain.
For further details in respect of the Proposed Transaction, please refer to Orcus and
Western Metallica’s joint press release s dated November 3, 2021 and December 23,
2021.
The technical information in this news release has been prepared by Joaquin Merino, a
director of Western Metallica, and a “qualified person” as defined in NI 43-101. Western
Metallica has commissioned a NI 43 -101 compliant technical report on the Penedela
Project, which it expects will be finalized before the end of Q1 2022.
For further information:
Deepak Varshney
Chief Executive Officer, Corporate Secretary and Director of Orcus
778-899-1780
- 2 -
Greg Duras
Chief Financial Officer and Director of Western Metallica
416-576-3136
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release may contain forward-looking statements. This
information is based on current expectations that are subject to significant risks and
uncertainties that are difficult to predict. Often, but not always, forward -looking
statements or information can be identified by the use of words such as “estimate”,
“project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and
the negative of these words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information. Actual results might differ
materially from results suggested in any forward-looking statements. Additional
information identifying risks and uncertainties is contained in filings by Orcus with the
Canadian securities regulators, which filings are available at www.sedar.com.
Although management of Western Metallica and Orcus believe that the assumptions
made and the expecta tions represented by such statements or information are
reasonable, there can be no assurance that forward -looking statements or information
herein will prove to be accurate. Forward -looking statements and information by their
nature are based on assumptio ns and involve known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements, or
industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or information.
Orcus and Western Metallica do not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
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defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer
to buy any of the securities in the United States. The securities have not been and
will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any state securities laws and may not be offered or
sold within the United States unles s registered under the U.S. Securities Act and
applicable state securities laws, unless an exemption from such registration is
available.
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