Leeward Capital Corp. Announces Increase of Exploration Area at Pistol Lake Property in Nunavut and Completion of a Financing Agreement with a Director and Officer

March 21, 2023 4:30 PM EDT | Source: Leeward Capital Corp.

Calgary, Alberta--(Newsfile Corp. - March 21, 2023) - Leeward Capital Corp. ("Leeward" or the "Company") announced today that an application made by it to increase the exploration area covered by existing Mineral Exploration Agreement BB39-20-001 (PISTOL LAKE) located on Inuit lands in the Kitikmeot Region of Nunavut has been approved by Nunavut Tunngavik Incorporated ("NTI"). In addition, the Company also announced that it has completed a working capital financing arrangement with a member of management, a step that allows it to move ahead with a planned financing based on the future issuance of an Offering Memorandum.

Additional Lands at Pistol Lake

With the approval of its application to increase the Pistol Lake exploration area, NTI and the Company have accordingly executed an Amendment Agreement that provides for an increase of the exploration area covered by the original exploration agreement from 651 ha to 1,070 ha. Leeward has extended the exploration area to the south by 419 hectares.

The Pistol Lake gold property is a classic banded iron formation gold deposit. The property is owned 100% by the Company based on two Crown leases and the associated land rights acquired through NTI, all of which are in good standing. Exploration has been conducted on the property intermittently since 1965 and has in all instances shown positive indications of a potential gold deposit. The property is just west of Bathurst Inlet, Nunavut and thus has significant logistical advantages affecting exploration and potential exploitation.

Financing Agreement with a Director

The Company also announced that it has completed a financing agreement with a senior officer of the Company that will address certain expenses tied to ongoing exploration activities as well as certain working capital expenses associated with the Company's intent to prepare and issue an Offering Memorandum for the purpose of raising project funding. The Company has obtained a loan of $100,000.00 that will be secured with the grant of a convertible debenture in the name of the lender (the "Debenture"), who is a director, officer and related party. The Debenture carries an interest rate of 12% and is convertible at any time after the date of issue at the option of the lender into common shares in the capital of the Company at a price of $0.06 per Common Share (the "Conversion Price"). The Debenture is fully transferable and, after 24 months following the date of issue, if the Common Shares of the Company are listed on a recognized Canadian stock exchange and if they trade at or above $0.25, based on the trailing 30-day volume-weighted average price of the Common Shares traded on that exchange, the Company will have the right, exercisable within 10 business days of the end of the trading period, to require the automatic conversion of the Debenture at the Conversion Price by giving the holder 10 business days' prior written notice. The Debenture is repayable on demand on 10 business days' notice to the Company in the event of a change of control of the Company.

The Debenture and the related equity private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. For such participation, the Company will be relying upon exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified stock exchange and that, at the time the offerings are agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves an interested party (within the meaning of MI 61-101) in the offerings, will exceed 25 per cent of the Company's market capitalization calculated in accordance with MI 61-101. No special committee was established in connection with the offerings. The board of directors of the Company has approved the debenture and equity offerings and no materially contrary view or abstention was expressed or made by any director in relation to the debenture or equity offering (other than the abstention of the director as required pursuant to the Business Corporations Act (Alberta)). The material change report to be filed in relation to the debenture and equity offering will not be not filed at least 21 days prior to the completion of the Debenture and equity offerings as contemplated by MI 61-101. The Company believes that this shorter period is reasonable and necessary in the circumstances as the completion of the debenture offering will occur shortly before the issuance of this news release and the filing of such material change report.

About Leeward Capital Corp.

In commenting on these developments, Johannes Kingma, President and CEO of Leeward, stated, "We greatly appreciate the indulgence of the NTI in granting us the privilege of adding to the exploration base of Leeward's interest in Pistol Lake. We continue to be extremely enthusiastic about the potential for positive results to be obtained from this property, and look forward to completing our Offering Memorandum-based financing to extend those efforts. Moreover, we believe it is an important and positive development when a junior company can obtain the commitment, support and input of experienced business professionals who recognize the potential of Leeward's opportunities and are willing to accept a high degree of compensation risk to align their interests with those of the existing shareholders."

Leeward's focus is on the development of gold and molybdenum projects in Canada. Properties held include the Pistol Lake gold project in Nunavut, and the Nithi Mountain Molybdenum deposit in central British Columbia.

The Company's primary goal and initial work program will focus efforts on the molybdenum project at Nithi Mountain where management believes a short time frame for monetization or moving to production may exist due to the existing infrastructure at the nearby but idle Endako Mine and mill ($1.2 billion invested capital). Leeward management has recognized the growing attention of various levels of government on the need to find and extract strategic minerals. Coupling this with the recent supply shortages of molybdenum and a commensurate rise in market pricing has lead management to believe Leeward is well positioned to aggressively expand its exploration and related efforts on this property.

Leeward management also intends to actively pursue the identification of a suitable joint venture partner for its Pistol Lake gold property. A candidate for this operation will likely be a tier 1 or 2 company capable of participating in or conducting an advanced exploration program. Leeward's Pistol Lake gold property has a dataset of dependable historical mapping, trenching and drilling, completed primarily by Chevron before Pistol Lake was acquired by Leeward. A NI-43-101 compliant Technical Report for Pistol Lake was completed by the Company and is available in the reports section on Leeward's website and on SEDAR. Exploration is planned to build upon the current database in order to complete a scoping study for the Pistol Lake gold project.

For Further Information, please see: www.leewardcapital.ca.

Or contact:
Johannes Kingma
+1-403-612-5655

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, including the likelihood of commercial mining and possible future financings are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include unsuccessful exploration results, changes in metals prices, changes in the availability of funding for mineral exploration, unanticipated changes in key management personnel and general economic conditions. Mining is an inherently risky business. Accordingly, the actual events may differ materially from those projected in the forward-looking statements. For more information on the Company and the risks and challenges of its business, investors should review the Company's annual filings which are available at www.sedar.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/159301

info