Eurocontrol and Sable Announce Sale of Resource Properties to Eurocontrol and Eurocontrol Change of Business
TSX VENTURE: SAE
Toronto, Ontario--(Newsfile Corp. - January 25, 2019) - Eurocontrol Technics Group Inc. (TSXV: EUO) (OTCQB: EUCTF) ("Eurocontrol") and Sable Resources Ltd. (TSXV: SAE) ("Sable") are pleased to announce that they have entered into an asset purchase agreement (the "Purchase Agreement") dated January 24, 2019, pursuant to which Eurocontrol has agreed to acquire Sable's mineral resource properties located in the Province of British Columbia and certain related assets (the "B.C. Properties") all as further set forth therein (the "Transaction"). The completion of the Transaction is subject to regulatory approval and certain other conditions as described below.
The B.C. Properties
The B.C. Properties consist of several early to advanced stage projects. The Toodoggone projects include the past producing Baker Gold/Silver Project; the Shasta Mine and Baker mill infrastructure and equipment; the Chappelle (Baker and Multinational Mines) Property; the Mets Lease and the Bot Property. South-central B.C. projects include the Tulox Property, the WCGG Properties, and the Spences Bridge Regional Program. Upon completion of the Transaction, Eurocontrol would commence carrying on business as a mineral resource exploration company, initially focused on advancing the exploration of the Baker (Toodoggone) Gold/Silver Project. Following completion of the Transaction, Sable will be focusing its exploration on its various projects located in Latin America.
Baker and Multinational Mines
The Baker Project is located in the Toodoggone region of the Omineca Mining Division, 430 km northwest of Prince George, British Columbia. The Baker Project is situated 35 km northwest of the former Kemess South open pit gold-copper mine and consists of 54 mineral claims, and two mining leases covering 6,601 hectares of land that encompass the past-producing Dupont-Baker 'A' and Multinational 'B' underground gold-silver mines and the past-producing Shasta open pit/underground gold-silver mine, and the Baker mill and tailings storage facility.
Shasta Mine & Baker Infrastructure and Equipment
The Shasta Mine is located 9 km east from Sable's processing and camp facilities. Production began in 1989 and has been operated by Sable intermittently until 2012 when the mine was put on care-and-maintenance. Historical production from the Shasta mine primarily occurred during the periods 1989-1991 (JM and D zones), and 2008-2012 (Creek zone). The mine production was processed at Sable's Baker mill, commonly at rates of 200-250 ton/day, where gold and silver dore was produced for sale. There are two Production Leases, one at the Chappelle Property (P.L. No. 13, Lot 1048) and one at Shasta Mine (P.L. No. 48). Permitted tailings and waste facilities are used.
Chappelle (Baker and Multinational Mines) Property
The Chappelle ground covers the historically mined Dupont/Baker 'A' vein mine, and the Multinational 'B' vein mines. The Baker Mine (referred to as the Dupont/Baker 'A' deposit) was operated by Dupont Canada during the period 1981-1983 as an underground and open pit gold - silver mine. The Dupont operation included a 90 tons per day whole ore cyanidation plant using the Merrill-Crowe process. Historical production from the Dupont/Baker miner totalled 81,878 tonnes producing 1,283,973 grams (41,285 ounces) gold, 23,812,572 grams (765,677 ounces) silver and 13,076 kilograms copper. Sable acquired the Baker site including the processing facility in 1989 and subsequently modified it to a flotation circuit with optional concentrate cyanidation.
The Mets Lease is located approximately 20 km north of the Baker and Multinational Mines. The mining lease covers 2 km2 and is subject to a 1% NSR which can be purchased at any time for Canadian $500,000. Historical work performed on the property dating back to the discovery of mineralization in the mid 1980's consisted of 8,784m of diamond drilling, geological and geochemical surveys.
The Bot Property consists of 3,273 ha of mineral tenure in the Toodoggone district and is located approximately 35 km north of Sable's Baker milling facilities in northern British Columbia. Previous work completed in 2004 and 2006 outlined significant mineralization on the property.
The Tulox Project is located in south-central British Columbia and consists of 18 contiguous mineral claims that encompass an area of 14,753.4 hectares. Mineralisation occurs along the contact of the intrusive and is interpreted to be of Intrusion Related type (IRGS). A robust soil anomaly defined by numerous multi-line, multi-station values above 80ppb is coincident with the contact of 2 felsic intrusive bodies, distinguished by differing Thorium-Potassium gamma ray spectrometer signatures.
WCGG Properties consist of early stage exploration projects in southern and central British Columbia (Tulameen South, New Bluejay and Sauchi Creek Projects). The projects were staked directly by WCGG based upon ongoing review of the B.C. Minfile, ARIS, geological, geophysical and land tenure database. Each of the properties contains composite mineral occurrence and geochemical-geophysical anomalies that support potential for the properties to host exploitable mineral resources.
Spences Bridge Regional Program
The Spences Bridge Regional Program consists of a 189,197-hectare land packaging of the Spences Bridge Gold Belt in southern British Columbia. A strategic alliance has been formed with Westhaven Ventures Inc. ("Westhaven") who owns the Shovelnose Project contiguous to Sable's claims. Under the strategic alliance, Sable entered into an agreement whereby any ground staked by Sable within 5 km of Westhaven's existing projects will be subject to a 2.5% net smelter royalty. Additionally, Westhaven has a 30 day right of first refusal for a three-year period for any properties within the same 5 km radius.
As of the date hereof, Eurocontrol has 92,450,238 common shares ("Eurocontrol Shares") issued and outstanding. Prior to the closing of the Transaction, Eurocontrol plans to consolidate the outstanding Eurocontrol Shares on the basis of one post-consolidation Eurocontrol Share for each four Eurocontrol Shares as constituted immediately before the consolidation (the "Consolidation") and change its name (the "Name Change") to "Talisker Resources Ltd."
Eurocontrol plans to apply to the Canadian Securities Exchange (the "CSE") to have the Eurocontrol Shares listed and posted for trading on the CSE and apply to the TSX Venture Exchange ("TSXV") to have the Eurocontrol Shares delisted from the TSXV upon completion of the Transaction. The completion of the Transaction is subject to the approval of shareholders of Eurocontrol ("Eurocontrol Shareholders") of certain matters related to the Transaction as detailed below, and is expected to close no later than April 30, 2019. Matters to be approved by Eurocontrol Shareholders will be described in further detail in a management information circular (the "Circular") of Eurocontrol relating to a special meeting of Eurocontrol Shareholders expected to be held in March 2019. Eurocontrol and Sable are arm's length parties except that Andres Tinajero, the current Chief Financial Officer of Eurocontrol is an independent director of Sable. Eurocontrol has received voting agreements from the holders of 15,991,660 Eurocontrol Shares (or 17.3%) of the current number of issued and outstanding Eurocontrol Shares) to vote in favour of all matters to be considered by Eurocontrol Shareholders at the shareholders meeting.
Private Placement Financing
Eurocontrol also announces that it intends to complete a private placement financing (the "Private Placement"), on a non-brokered private placement basis, of a minimum of 7,500,000 units (each, a "Unit") of Eurocontrol and a maximum 10,000,000 Units, at an issue price of $0.20 per Unit, for gross proceeds of not less than $1,500,000 and not more than $2,000,000. Each Unit will be comprised of one Eurocontrol Share, issued on a post-Consolidation basis, and one common share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to purchase one additional post-Consolidation Eurocontrol Share at an exercise price of $0.30 for a period of two years from the date of issuance of the Units. If, during this two year period and after the expiry of the four month hold period on the Eurocontrol Shares and the Warrants, the closing price of the Eurocontrol Shares is at least $0.50 for a period of 10 consecutive trading days, Eurocontrol may, at its option, accelerate the expiry date of the Warrants by issuing a news release and giving written notice thereof all holders of Warrants, and, in such case, the Warrants will expire on the earlier of: (i) the 30th day after the date on which the news release is disseminated by Eurocontrol; and (ii) the original expiry date. The net proceeds from the Private Placement are intended to primarily be used to fund its initial planned exploration program at the Baker (Toodoggone) Gold/Silver Project and for general working capital purposes.
Terms of the Transaction
Pursuant to the Purchase Agreement, Eurocontrol will acquire the B.C. Properties by paying to Sable the sum of $500,000 at the time of closing; issuing to Sable 30,000,000 Eurocontrol Shares, issued on a post-Consolidation basis at the time of closing; and granting to Sable, on the closing date, a 1.0% net smelter return royalty on each of the B.C. Properties and assuming certain liabilities relating to the B.C. Properties.
The Purchase Agreement contains customary representations, warranties, covenants, conditions precedent and other terms and conditions. Following the completion of the Transaction and subject to receiving shareholder approval, Sable intends to distribute up to 80% of the Eurocontrol Shares that it receives in connection with the Transaction to its shareholders. There can be no assurance that the Transaction will be completed as proposed, or at all.
Conditions to the completion of the Transaction include, but are not limited to:
the approval of Eurocontrol Shareholders of certain related matters in connection with the Transaction and the completion of the Private Placement;
the delisting of Eurocontrol Shares from the TSXV and the approval of the CSE for the listing of Eurocontrol Shares on the CSE;
no order having been issued that would prevent the Transaction or the trading of the Eurocontrol Shares;
the reconstitution of Eurocontrol's board of directors and management as described below; and
the completion of the Private Placement.
Board of Directors and Management
Upon completion of the Transaction, the proposed board of directors and management of Eurocontrol will include:
Thomas Obradovich - Director
Terence Harbort - Director, President and Chief Executive Officer
Andres Tinajero - Director, CFO
Brent Gilchrist - Director
Paul Wood - Director
Trading in the Eurocontrol Shares has been halted effective today and will remain halted until the delisting of the Eurocontrol Shares from the TSXV.
Scientific and Technical Information
All scientific and technical information set forth herein has been prepared under the supervision of William Yeomans, a "qualified person" as defined under National Instrument 43-101.
Eurocontrol is a company incorporated under the laws of Ontario and has been actively seeking a strategic transaction and a business for its future operations. Eurocontrol is listed for trading on the TSXV under the symbol "EUO".
About Sable Resources
Sable is a well-funded junior grassroots explorer focused on the discovery of new precious metal projects through systematic exploration in endowed terrains located in favourable, established mining jurisdictions. Sables' main focus is developing its large portfolio of new greenfields projects to resource stage utilizing their Upper Level Epithermal Strategy. Sable is actively exploring the San Juan Regional Program (35,000ha) incorporating the Don Julio Project in San Juan Province, Argentina, the Mexico Regional Program (1.5Mha), incorporating the Margarita, Vinata and El Escarpe drill ready projects.
Investors are cautioned that, except as disclosed in the management information circular or filing or listing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Eurocontrol should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Eurocontrol and Sable's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the completion of the Transaction, the Private Placement (including the proposed use of proceeds thereof), the Name Change, the Consolidation, the number of securities of Eurocontrol that may be issued in connection with the Transaction, the distribution by Sable of Eurocontrol Shares and the ownership and board of directors of Eurocontrol following the Transaction, shareholder and regulatory approval, the anticipated timing of the meeting of Eurocontrol Shareholders, and the parties' ability to satisfy closing conditions and receive necessary approvals. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Eurocontrol and Sable. Although such statements are based on reasonable assumptions of both Eurocontrol and Sable's management, there can be no assurance that the Transaction will occur, or that if the Transaction does occur, it will be completed on the terms described above.
Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of all necessary regulatory and shareholder approvals and satisfaction of other conditions to the completion of the Transaction, availability of necessary financing, potential mineralization on the B.C. Properties, and other similar matters. While Eurocontrol and Sable consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks and risks relating to the failure to receive all requisite shareholder and regulatory approvals.
The forward-looking information contained in this release is made as of the date hereof, and Eurocontrol and Sable are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
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