TORONTO, Jan. 15, 2018 (GLOBE NEWSWIRE) -- Rupert Resources Ltd (TSX-V:RUP) (FSE:R05) (“Rupert” or “the Company”) is pleased to announce that it has entered into a binding letter of intent dated effective January 15, 2018 (“LOI”) with Northern Aspect Resources Ltd. (“NARL”) to complete a business combination, whereby the Company has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of NARL (the “Transaction”).
James Withall, Chief Executive Officer of Rupert Resources, said, “The transaction augments Rupert’s asset portfolio in Finland at a very competitive acquisition cost. Rupert will have a presence in two of the most prospective regions for gold in Finland with a primary focus on the Pahtavaara Project in the high profile Central Lapland Greenstone Belt.”
NARL is a privately owned, British Columbia incorporated company with a 100% beneficial interest in the Hirsikangas and Osikonmaki properties in Central Finland. The Hirsikangas property consists of six (6) claims, plus two (2) reservations, all of which are valid. The Osikonmaki property consists of seven (7) claims, plus one (1) reservation, that are valid, and two (2) claims that are in application for renewal.
Using a 0.5 g/t cut off grade, Hirsikangas has Indicated mineral resources of 3.002 Mt at a grade of 1.23 g/t Au (119koz) and Inferred mineral resources of 2.673 Mt at a grade of 1.27 g/t Au (106koz) (collectively, the “Hirsikangas Resources”). Using a 0.5 g/t cut off grade, Osikonmaki has Indicated mineral resources of 1.296 Mt at a grade of 1.70 g/t Au (68koz) and Inferred mineral resource of 3.542 Mt at a grade of 2.09 g/t Au (244koz) (collectively, the “Osikonmaki Resources”).
The Transaction
The LOI is to be superseded by a definitive agreement (“Definitive Agreement”) to be signed on or before February 28, 2018 (or such other date as is agreed by the parties). Rupert proposes to acquire all of the issued and outstanding securities of NARL pursuant to the terms of the Definitive Agreement, in exchange for 4,913,466 common shares of the Company. Given that the last closing price of the common shares of the Company prior to the issuance of this press release was $0.85 per share, aggregate consideration payable pursuant to the Transaction is deemed to be approximately $4.18 million.
The Transaction is conditional upon, among other things: (i) the parties and all shareholders of NARL entering into a Definitive Agreement in respect to the Transaction and any collateral issues or matters on or before February 28, 2018; and (ii) the parties receiving all requisite regulatory approval, including the approval of the TSX Venture Exchange, and any third party approvals and authorizations.
Mr. James Withall, a director and CEO of the Company, is the CEO of NARL, and therefore the Transaction constitutes a “related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements of MI61-101 based on a determination that the securities of the Company are listed on the TSX Venture Exchange and that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, in so far as it involves interested parties, exceeds 25% of the market capitalization of the Company.
NI 43-101 Reports in Respect of NARL Properties
A National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report titled “Hirsikangas Gold Deposit, Central Ostrobothnia, Finland” and dated November 30, 2009 (the “Hirsikangas Report”) was prepared for Belvedere Resources Ltd. (“Belvedere”) by Thomas Lindholm, M.Sc, MAusIMM, Senior Mining Engineer of GeoVista AB, and sets forth the Hirsikangas Resources. The Hirsikangas Report was filed by Belvedere under its profile on SEDAR (www.sedar.com) on November 30, 2009. To the best of the Company’s knowledge, information and belief, there is no new material scientific or technical information that would make the disclosure of the Hirsikangas Resources in the Hirsikangas Report inaccurate or misleading. Since the Hirsikangas Report, Belvedere Resources Ltd. completed a 16 hole, 1106 metre drill campaign at Hirsikangas. The results of this drilling program were filed on SEDAR by Belvedere on July 3, 2012. This drilling was outside the area of defined mineralisation and whilst promising is not expected to materially change the existing resource. As such, the Company considers the Hirsikangas Report to be current, pending further investigation/work by the Company. Michael Sutton, P. Geo., a “qualified person” for the purposes of NI 43-101, has reviewed the Hirsikangas Report on behalf of the Company. A NI 43-101 report will be completed within 180 days to support the Hirsikangas Resources estimate.
A NI 43-101 technical report titled “Mineral Resource Estimate of the Rantasalmi Gold Deposit in Finland” and dated October 10, 2011 (the “Osikonmaki Report”) was prepared for Belvedere by Alexandra Akyurek, M.Sc, CSci MIMMM, Project Manager and Reviewer and of Golder Associates (UK) Ltd., and sets forth the Osikonmaki Resources. The Osikonmaki Report was filed by Belvedere under its profile on SEDAR (www.sedar.com) on October 19, 2011. To the best of the Company’s knowledge, information and belief, there is no new material scientific or technical information that would make the disclosure of the Osikonmaki Resources in the Osikonmaki Report inaccurate or misleading. Since the Osikonmaki Report was written, 22 holes totalling 2,227m were drilled on the periphery of the resource pursuant to an option agreement and Belvedere filed the results thereof in a news release on SEDAR on April 23, 2012. Although encouraging the results are not expected to materially change the 2011 resource. As such, the Company considers the Osikonmaki Report to be current, pending further investigation/work by the Company. Michael Sutton, P. Geo., a “qualified person” for the purposes of NI 43-101, has reviewed the Osikonmaki Report on behalf of the Company. A NI 43-101 report will be completed within 180 days to support the Osikonmaki Resources estimate.
Both the Hirsikangas Report and the Osikonmaki Report were prepared by authors that are independent of the Company. For the parameters/methods used in estimating the mineral resource estimates set forth in those reports, please refer to each of the reports themselves (as referenced above, the Hirsikangas Report and the Osikonmaki Report were filed by Belvedere under its profile on SEDAR (www.sedar.com).
Qualified Persons
In compliance with NI 43-101, Mr. Mike Sutton, P.Geo. is the Qualified Person for Rupert who supervised the preparation the scientific and technical disclosure in this news release.
About Rupert
Rupert is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol “RUP”. The Company owns the Pahtavaara gold mine, mill, and exploration permits and concessions located in the Central Lapland Greenstone Belt in Northern Finland (see the Company’s November 9, 2016 press release). The Company also holds a 100% interest in the Gold Centre property, which consists of mineral claims located in the Balmer Township, Red Lake Mining Division of Ontario.
