Mink Ventures Announces Update on Qualifying Transaction and Commencement of Private Placement
Toronto, Ontario--(Newsfile Corp. - October 5, 2022) - Mink Ventures Corporation (TSXV: MINK.P) ("Mink" or the "Company"), further to its news release dated August 11, 2022, is pleased to provide an update on its previously announced qualifying transaction (the "Qualifying Transaction") with Voltage Metals Corp. (CSE: VOLT) ("Voltage") on the TSX Venture Exchange (the "TSXV") and to announce that it is commencing a non-brokered private placement (the "Offering") in connection with the Qualifying Transaction.
The Offering: Hard Dollar and Flow-Through Subscription Receipts
The Offering will consist of both hard dollar subscription receipts (each, a "HD Subscription Receipt") at a price of $0.14 per HD Subscription Receipt and flow-through subscription receipts (each, an "FT Subscription Receipt") at a price of $0.17 per FT Subscription Receipt.
Mink will offer a minimum of 2,821,428 HD Subscription Receipts and a maximum of 4,285,714 HD Subscription Receipts for gross proceeds of $395,000, in the case of the minimum offering, and up to $600,000 in the case of the maximum offering. Each HD Subscription Receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver of certain escrow release conditions (the "Escrow Release Conditions") prior to the date that is 120 days from the closing of the Offering (the "Escrow Release Deadline"), including all conditions precedent to the Qualifying Transaction being satisfied, and without payment of additional consideration therefor, one (1) unit of the Company (each, a "Unit"). Each Unit will consist of one (1) common share and one (1) common share purchase warrant of the Company (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one (1) common share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months.
Mink will also offer a minimum of 2,823,529 FT Subscription Receipts and a maximum of 3,529,411 FT Subscription Receipts for gross proceeds of $480,000, in the case of the minimum offering, and up to $600,000 in the case of the maximum offering. Each FT Subscription Receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver of the Escrow Release Conditions prior to the Escrow Release Deadline, and without additional consideration therefor, one (1) common share of the Company issued on a flow-through basis.
The HD Subscription Receipts and FT Subscription Receipts will be offered pursuant to the terms of a subscription receipt agreement to be entered into between Mink and Odyssey Trust Company as subscription receipt agent.
In connection with the Offering, finders may be paid a cash commission of 8% and a number of finder's warrants equal to 8% of the subscription receipts sold to investors introduced by the finder, each such finder's warrant entitling the holder to purchase one (1) common share of the Company for a period of thirty-six (36) months from the date of issuance at an exercise price of $0.20 for the first eighteen (18) months and an exercise price of $0.25 for the remaining eighteen (18) months.
The Offering will be marketed (i) to investors in each of the provinces of Canada on a private placement basis; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case, in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction. The Offering is expected to close on or about November 10, 2022, or such other date as the Company may determine. The Company does not anticipate the participation of any non-arm's length parties at this time. Closing of the Offering is subject to the approval of the TSXV.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts in any jurisdiction, nor will there be any offer or sale of the Subscription Receipts in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Subscription Receipts have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and, therefore, may not be offered or sold to, or for the benefit or account of, persons within the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Upon completion of the Qualifying Transaction, the net proceeds of the Offering are anticipated to be used to fund the phase one work program on the Montcalm Ni-Cu-Co project and for general and administrative operating expenses.
All securities issued in connection with the Offering will be subject to a four month and one day statutory hold period running from the date of issue of the Subscription Receipts.
Officers and Directors
The Company does not plan to make any changes to its officers or board of directors. Following the completion of the Qualifying Transaction, the officers and directors of the Company are expected to remain as follows:
Natasha Dixon - President, Chief Executive Officer, and Director
Paul Rokeby - Chief Financial Officer
Kevin Filo - Corporate Secretary and Director
Ingrid Hibbard - Vice President
Matthew Lilko - Director
Jean Claude St. Amour - Director
The Montcalm Property
The Montcalm Property is located approximately 60 km west of Timmins Ontario and covers 39.6 square km of the prospective Montcalm gabbro complex. The property is contiguous with the former Montcalm Mine previously operated by Glencore. The Montcalm Mine had historical production of 3.9 million tonnes with historic grades of 1.25% nickel, 0.67% copper and 0.051% cobalt (Ontario Geological, Atkinson, 2010). Mink's current land holdings host a number of drill ready targets and the project is fully permitted.
The exploration history of the Montcalm Property prior to 1959 is unknown. Following the discovery of the Kidd Creek deposit in 1963, the general area was explored mainly for massive sulphide copper-zinc mineralization. The focus of exploration changed in 1976 with the discovery of the Montcalm Ni-Cu deposit by Geophysical Engineering Limited on behalf of a consortium comprised of Teck Corporation Limited (Teck), Metallgesellschaft of Canada Limited, and Domik Exploration Limited.
From 1995 to 1997, KRL Resources Corporation (KRL) and Teck were active on portions of the Property. KRL completed ground geophysical surveys and drilled two holes. Teck also drilled two holes.
From 2003 to 2009, Aurora Platinum Corp. (Aurora), Pacific Northwest Capital Corporation (PNC), and International Nickel Ventures Corporation (INV) were active on portions of the Property. Aurora and PNC completed airborne EM surveys and INV completed ground geophysical surveys. These companies drilled a total of 17 holes to test geophysical anomalies.
From 2018 to 2019, Pancontinental Resources Corporation (PRC) completed airborne EM and gravity surveys over portions of the Property and drilled ten holes, mainly to test EM conductors.
Since 2019, exploration activity on the Property has remained dormant.
Recommended Exploration Program
The Technical Report author considers that the Montcalm Project is an attractive early stage exploration project and merits additional exploration because untested geophysical anomalies exist within highly prospective lithologies for Ni-Cu-Co mineralization.
The Technical Report author has reviewed and concurs with Mink's proposed exploration programs, which consist of two phases.
A Phase I exploration program, comprising primarily airborne (EM) and ground (IP and borehole EM) geophysical surveying estimated to cost C$479,600, is envisioned to be initiated in the fall of 2022 and take three to four months to complete.
The airborne geophysical surveying will extend the coverage of deep penetrating EM and the ground geophysical surveys could define drill targets, particularly in the Hook Zone, where some of the previous drilling has not identified anomaly sources.
A proposed Phase II program, contingent on the results of Phase I, would include primarily diamond drilling and is estimated to cost C$603,900. The Phase II program is envisioned to be initiated early in 2023 and to take three to four months to complete and is meant to test anomalies defined by Phase I.
The Company has filed a technical report on the Montcalm Project entitled "Technical Report on the Montcalm Project, Cochrane District, Northeastern, Ontario, Canada Report for NI 41-101", dated September 7, 2022 (effective August 11, 2022) prepared by SLR Consulting (Canada) Ltd. (the "Technical Report"). For further information on the Montcalm Property and the proposed exploration program, please refer to the Technical Report available under the Corporation's profile on the SEDAR website (www.sedar.com)
Mr. Kevin Filo, P.Geo. (Ontario), is a qualified person within the meaning of National Instrument 43-101. Mr. Filo approved the technical data disclosed in this release.
About Mink Ventures Corporation:
Mink Ventures Corporation is a Capital Pool Company that has acquired an option to earn an 80% interest in the Montcalm Ni-Cu-Co project as its Qualifying Transaction property (see press releases June 27 and August 11, 2022). The Company currently has 8,367,500 shares outstanding.
About Voltage Metals Corp:
Voltage is a mineral exploration company with a highly experienced team focused on nickel and other battery metals exploration in the Canadian provinces of Ontario and Newfoundland. The Company looks to create shareholder value by aggregating and exploring projects that possess sound geology and brand-new discovery potential. Voltage has a deep roster of management and key stakeholders, who are expert in the essential resource trifecta of exploration, operations and finance.
For further information about Mink Ventures Corporation please visit www.minkventures.com or contact Natasha Dixon, President & CEO, T: 250-882-5620 E firstname.lastname@example.org or Kevin Filo, Director, T: 705-266-6818.
Forward Looking Statements
This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future business and operations of Mink. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, general business, economic, competitive, political and social uncertainties; and the delay or failure to receive applicable Board or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Mink disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
Neither the 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.
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