May 29, 2017 – Vancouver, British Columbia – Accend Capital Corporation (the “Company”) (TSXV: ADP.H) is pleased to announce that it has entered into a property acquisition agreement effective May 25, 2017, pursuant to which the Company has agreed to acquire 100% of the Silverside cobalt property (the “Property”) from Caamo Capital Corp. and Gino Chitaroni (collectively, the “Vendors”), each arm’s length parties (the “Transaction”).
The Property consists of a series of mineral claims covering approximately 384 hectares in Lundy Township, approximately 30 kilometers’ northeast of Cobalt, Ontario. Historic exploration on the Property dates back to the early 1900s. In 1985 Silverside Resources Inc. conducted extensive geological mapping of the Property and completed approximately 1,312 meters of diamond drilling in eight drill holes. The exploration target at that time was vein-hosted silver mineralization, similar to that at the Cobalt, Ontario camp. Past exploration results indicated high gold and silver values associated with vein-hosted chalcopyrite mineralization on the Property. Past geological mapping also indicates that the area is underlain by the Nipissing Diabase and Cobalt Group sedimentary rocks, including argillite, siltstone and quartzite. Past records also note the doming of the Nipissing Diabase, a structural feature associated with the Ag-Co veins surrounding Cobalt, Ontario. In the event the Transaction is completed as planned, the Company anticipates carrying out exploration to outline zones of cobalt mineralization on the Property in view of the anticipated worldwide increase in demand for cobalt as one of the main materials used for lithium-ion batteries.
In consideration for the Property, the Company has agreed to pay $200,000 and issue 200,000 common shares to the Vendors. Following completion of the Transaction, the Property will remain subject to a two (2.0%) percent net milling returns royalty in favour of the Vendors, one-half of which may be purchased by the Company in consideration for a cash payment of $1,000,000.
In connection with the proposed Transaction, the Company intends to complete a non-brokered private placement of 7,500,000 units (each, a “Unit”) at a price of $0.20 per unit for gross proceeds of $1,500,000 (the “Financing”). Each Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant. Each whole warrant will entitle the holder to acquire a further common share of the Company at a price of $0.40 per share for period of twenty-four months, subject to accelerated expiry in the event the common shares of the Company trade on the TSX Venture Exchange (the “Exchange”) at a price of $0.75 or higher for ten consecutive trading days. All securities to be issued by the Company pursuant to the Transaction and the Financing will be subject to a four-month hold period.
The Transaction constitutes a “Qualifying Transaction” for the Company under Exchange Policy 2.4 – Capital Pool Companies. Closing of the Transaction is subject to a number of conditions including completion of satisfactory due diligence, completion of the Financing, completion of a technical report in respect of the Property, approval of the Exchange and satisfaction of other closing conditions as are customary in transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the common shares of the Company will remain halted pending further filings with the Exchange. The Transaction is not a Non-Arm’s Length Transaction as that term is defined in the policies of the Exchange, nor is the Transaction subject to shareholder approval.
Further information regarding the Transaction, including a detailed use of proceeds for the Financing and details regarding the proposed board and management of the Company will be made available in due course. Readers are encouraged to review the filing statement which will be prepared by the Company in connection with the Transaction and made available under the Company’s profile on SEDAR.
This news release has been reviewed by Adrian Smith, P.Geo., a Qualified Person as that term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
On behalf of the Board,
Accend Capital Corporation
Andy Edelmeier, Chief Executive Officer
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing 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 the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for cobalt and certain precious metals, changes in exploration costs and government regulation in Canada and the Province of Ontario, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.