Canadian Gold Miner and Osisko Mining sign a non-binding letter of intent to acquire a portfolio of gold exploration properties in Ontario
Canadian Gold Miner and Osisko Mining sign a non-binding letter of intent
to acquire a portfolio of gold exploration properties in Ontario
Sudbury, October 12, 2017 – Canadian Gold Miner Corp. ("CGM" or the "Company") and
Transition Metals Corp. (XTM – TSX.V, "Transition") together announce that CGM has
entered into a non-binding letter of intent with Osisko Mining Inc. (OSK – TSX, "Osisko")
whereby, subject to the execution of definitive agr eements on terms acceptable to the parties,
Osisko would assign its ownership interest in two e xploration stage properties to CGM in
exchange for stock of CGM. In addition, Osisko woul d provide financing to CGM, on a private
placement basis, in the amount of $1.0 million in e xchange for stock of CGM. Once completed,
the transaction is expected to result in Osisko own ing approximately 19.9% of the issued and
outstanding common shares of CGM. The properties to be assigned to CGM include the
DeSantis property, a historical gold producer locat ed in the heart of the Timmins Gold Camp,
and the Catherine Property, a large exploration lan d package near CGM's focus area south of
Kirkland Lake, Ontario.
Commenting on the transaction, CGM CEO Greg Collins states "We have been working hard
over the past year to lay the foundation for a well -financed and robust Ontario focused gold
exploration company and are excited to have Osisko's support as a key industry partner."
Scott McLean, President and CEO of Transition Metal s commented, "The letter of intent
outlining an arrangement between Osisko and our sub sidiary validates the quality of the gold
projects Canadian Gold Miner has assembled. Further more it demonstrates the functionality of
the project generator business model, where the spi nning out of CGM has resulted in value
added to XTM without direct equity dilution in the Company."
Proposed Terms in the Non-Binding Letter of Intent
Osisko would assign to the Company (i) the DeSantis property in exchange for $400,000 in
stock of CGM, and (ii) the Catherine property in ex change for $100,000 in stock of CGM, which
is expected to result in the aggregate issuance of 2,500,000 common shares of CGM to Osisko.
In addition, Osisko is expected to subscribe for an additional 5,000,000 in stock of CGM for
$1,000,000. As part of the transaction, provided Os isko holds a 9.9% equity interest in CGM,
Osisko will be entitled to: (i) maintain its pro-rata equity interest in CGM in subsequent
financings; (ii) appoint a director to the board of CGM, (iii) a first right of refusal on any new
royalties that CGM proposes to sell on the DeSantis or Cote properties; and (iv) a first right of
offer on any new royalties that CGM proposes to sel l on its existing properties (those being,
South Kirkland, West Matachewan, Elephant Head, Jum ping Moose and Golden Elk). Upon
conclusion of the proposed transaction, Osisko is e xpected to hold approximately an
approximate 19.9% interest in CGM.
The proposed transaction is non-binding and remains subject to, among other things,
the execution of definitive agreements on terms acc eptable to the parties and any
regulatory (including stock exchange) approvals that may be required.
About Canadian Gold Miner Corp
Canadian Gold Miner Corp. is a private Canadian cor poration focused on exploring for gold in
the Larder Lake Mining District near Kirkland Lake. The Company was founded by Transition to
leverage its data, expertise and extensive portfoli o of high quality gold projects within the
district. CGM has assembled a dominant land positio n in excess of 165 square kilometres
around the Cadillac Larder, Lincoln-Nipissing and R idout structures in the southwestern part of
the prolific Abitibi Greenstone belt in Ontario. Po st transaction, with the addition of the DeSantis
and Catherine projects, CGM's land holdings will be increased to approximately 217 square
kilometres. The Abitibi Greenstone belt is Canada's most prolific gold district with excellent
mining infrastructure in place.
About Transition Metals Corp
Transition Metals Corp. (XTM -TSX.V) is a Canadian- based, multi-commodity project generator
that specializes in converting new exploration idea s into Canadian discoveries. The award-
winning team of geoscientists has extensive explora tion experience in established, emerging
and historic mining camps, and actively develops an d tests new ideas for discovering
mineralization in places that others have not looke d, which often allows the company to acquire
properties inexpensively. The company has an expand ing portfolio that currently includes gold,
copper, nickel and platinum projects primarily in O ntario, Nunavut, Northwest Territories, British
Columbia, Saskatchewan and Minnesota that it seeks to advance through funding partnerships
and subsidiary companies to maximize shareholder va lue. Transition Metals presently own
approximately 50% of Canadian Gold Miner. Post Tran saction as proposed Transition's
ownership interest in CGM would be reduced to approximately 39.9%.
Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the information in this news release
constitutes "forward-looking information" within th e meaning of Canadian securities law. Such
forward-looking information may be identified by words such as "plans", "proposes", "estimates",
"intends", "expects", "believes", "may", "will" and include without limitation, statements regarding
estimated capital and operating costs, expected pro duction timeline, benefits of updated
development plans, foreign exchange assumptions and regulatory approvals. There can be no
assurance that such statements will prove to be accurate; actual results and future events could
differ materially from such statements. Factors that could cause actual results to differ materially
include, among others, metal prices, competition, r isks inherent in the mining industry, and
regulatory risks. Most of these factors are outside the control of the Company. Investors are
cautioned not to put undue reliance on forward-look ing information. Except as otherwise
required by applicable securities statutes or regul ation, the Company expressly disclaims any
intent or obligation to update publicly forward-loo king information, whether as a result of new
information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accept s responsibility for the adequacy or
accuracy of this release.
For more information about Canadian Gold Miner visi t the company's website at:
www.canadiangoldminer.com or by contacting:
Greg Collins, P.Geo.
President and CEO
Canadian Gold Miner Corp.
Tel: (705) 872-6390
For more information about Transition Metals Corp v isit the company's website at:
www.transitionmetalscorp.com or by contacting:
Scott McLean, P.Geo.
President and CEO
Transition Metals Corp
Tel: (705) 669-5090