VANCOUVER, April 10, 2019 /CNW/ - Rover Metals Corp.
(TSXV: ROVR) (OTCQB: ROVMF) ("Rover Metals" or the
"Company") is pleased to announce that it has entered into a
non-binding letter of intent dated April 10,
2019 to acquire (the "Transaction") all of the issued
and outstanding shares of Centennial Mining, an arm's length
Nevada corporation, from a
private US-based entity (the "Vendor") in
consideration of the issuance to the shareholders of the Vendor of
40,000,000 common shares in the capital of Rover Metals (the
"Consideration Shares"). The Consideration Shares will
be distributed to the shareholders of the Vendor, resulting in no
single person holding more than 9.79% of the issued and outstanding
common shares of the Company following the completion of the
Transaction (post Transaction individual ownership does not give
consideration to the number of shares to be issued in connection
with the Company's current private placement financing disclosed
below).
Centennial Mining owns, among other things, a 100% interest in
the Toquima precious metals property (the "Toquima
Property") located in Corcoran Canyon, Nevada, USA.
Completion of the Transaction is subject to a number of
conditions. Such conditions include the execution of a definitive
agreement; completion of satisfactory due diligence; receipt of
requisite shareholder and director approvals, as applicable; and
receipt of all required regulatory, corporate and third party
approvals, including the approval of the TSX Venture Exchange (the
"TSXV") as the proposed Transaction may be a "Reviewable
Transaction" under TSXV Policy 5.3 - Acquisitions and
Dispositions on Non-Cash Assets. As a result of such
conditions, there can be no assurance that the Transaction will be
completed as proposed or at all
The Consideration Shares issuable on closing of the Transaction
will be subject to a hold period of the greater of 12 months and
the period stipulated by the TSXV.
Judson Culter, CEO at Rover Metals, states: "The Toquima
Property brings Rover Metals a lower cost per meter precious metals
exploration project to offset the somewhat more expensive and
seasonal exploration costs of our existing Northwest Territories, Canada assets.
Additionally, having recently completed our U.S. OTCQB listing we
need a U.S. based asset in a mining friendly jurisdiction. The
Toquima Property is available for year-round exploration."
Trading in the Company's common shares has been halted by the
TSXV at the Company's request. The halt is expected to continue
pending the completion of certain pending conditions and the TSXV's
review and acceptance of materials regarding the satisfaction of
such conditions.
This is an initial press release. The Company plans to issue a
further press release once it has completed the pending conditions
and provide the information prescribed by applicable policies of
the TSXV related to the Transaction.
About the Toquima Property, Nevada,
USA
The Toquima Property is a gold and silver project located
northeast of Tonopah, in central
Nevada, USA. The Property
comprises 253 contiguous, unpatented mineral claims with an area of
approximately 1,958.6 hectares (ha) (4,840 acres). Eight (8) Core
claims are under option from Shasta Gold Corp.,19 CX claims are
under option from MinQuest Inc., and 226 AR claims were staked in
2016 by Centennial. All claims are in good standing until
August 31, 2019.
The Property has been explored since 1970. Between 1970 and
2011, a total of 123 holes, both core and reverse-circulation, with
an aggregate length of 17,895 m
(58,712 ft) were drilled on the Property. Of this total,
approximately 11,500 meters in 78 holes have been drilled within
the Silver Reef Zone, the most significant of the known mineral
occurrences on the Property. Two historical resource estimates in
the context of National Instrument 43-101 exist for the Property.
The first was done in 1984 by Copper Range Exploration and
estimated 4 million short tons at grades of 2.91 opt Ag and 0.014
opt Au, (3.6 million metric tonnes grading 100 g/t Ag and 0.48 g/t
Au). This historical resource estimate was done by hand and none of
the key assumptions, parameters, and methods used to prepare this
historical resource estimate are available. The second historical
resource estimate was done in 1988 by Echo Bay Explorations Inc.
which reported "probable" and "possible" resources of 1,251,808
short tons at an uncut grade of 7.22 ounces per ton (opt) Ag and
0.026 opt Au, (1,135,621 metric tonnes grading 247.54 grams per
tonne (g/t) Ag and 0.891 g/t Au). A qualified person has not done
sufficient work to classify this historical estimate as a current
mineral resource, and Rover is not treating them as a current
mineral resource.
The Toquima Property is located on the eastern edge of the
Toquima Range, a NNE-trending range typical of the Basin-and-Range
Province. Most of the Toquima Range is underlain by volcanic rocks
of Upper Oligocene to Lower Miocene age, comprising ash-flow tuffs
ranging in composition from dacite to high-silica rhyolite.
Structure in the Toquima Range is dominated by the generally
NE-trending range-front faults on the east and west edges of the
range, smaller NE-trending faults, older NW-striking
pre-Basin-Range faults, and the circular faults and caldera margins
of the Toquima Caldera Complex.
The Toquima Range and the San Antonio Range to the south contain
the Northumberland -Tonopah
gold-silver belt that hosts at least ten gold-silver mines and
properties in addition to the Toquima Property, including
Round Mountain (Kinross), Gold Hill, Northumberland,
Manhattan, Belmont, and Tonopah. The Property exhibits similarities
with most of the other Au-Ag properties in the belt:
low-sulfidation epithermal mineralization in caldera margin and/or
range front fault zones in veins, stockworks, and breccias hosted
in hydrothermally-altered felsic volcanic rocks. Mineralization in
the Silver Reef Zone is hosted in the Late Oligocene-age Corcoran
Canyon Tuff dated at 27.7 Ma and the Trail Canyon Tuff dated at
23.6 Ma. Three types of felsic intrusions are present on the
Property, one or more of which may be related to
mineralization.
Exploration on the Property over the last 46 years has outlined
the Silver Reef Zone and discovered other mineralized zones. The
Silver Reef Ag-Au deposit, a potentially economic zone of pervasive
quartz-adularia-sulfide veining, stockwork, and disseminated
mineralization accompanied by intense quartz-sericite-pyrite
alteration, occurs in a NE-trending, northwest-dipping, zone
500 m wide and 600 m long and has been defined by surface
mapping and sampling as well as drilling.
Elsewhere on the Property, exploration identified four
additional mineralized zones: Zone M/N is located west of the
Silver Reef zone and consists of pervasive quartz-sericite
alteration and quartz-adularia veining in a NE trending zone about
800 meters long. Zone R/S is a large area of strong quartz-sericite
alteration on the western end of the Property, with anomalous rock
and soil assay values. Zone L comprises an ENE-trending Au-Sb-As
soil-rock anomaly 100 m long, over a
silicified breccia zone. In Zone F, Echo
Bay reported rock assays up to 30 g/t Ag, NW of Silver Reef.
Although Echo Bay's subsequent
soil samples did not generate an anomaly, Bullion River reported
one Au-anomalous rock sample in a rhyolite intrusion.
Technical information in this news release has been approved by
Raul Sanabria, M.Sc., P.Geo., VP of
Exploration at Rover Metals Corp. and a Qualified Person for the
purposes of National Instrument 43-101.
Private Placement
The Company also announces that it has re-priced its previously
announced private placement (the "Private Placement") (see
Rover's March 4, 2019 press
release). The Company announces that it will seek to raise an
aggregate of $1.25 million through
the issuance of up to 20,833,333 units of the Company (each a
"Unit") at a price of $0.06
per Unit. Each Unit will be comprised of one common share in
the capital of the Company (a "Common Share") and one Common
Share purchase warrant (a "Warrant"). Each Warrant
will entitle the holder to acquire one additional Common Share at
an exercise price of $0.12 for a
period of five (5) years from the date of issuance.
The Company currently anticipates that the net proceeds of the
Private Placement will be allocated as follows: 65% for Toquima
Project, 15% for Cabin Lake, and 20% for general and administrative
expenses. Rover Metals anticipates closing the Private
Placement in multiple closing and as funds are received.
About Rover Metals
Rover Metals is a natural resource exploration company
specialized in precious metals that is currently focused on the
Northwest Territories of
Canada, one of the most mining
friendly jurisdictions in North
America. The Cabin Lake Group of High Grade Gold Projects
are located within 20km of Fortune Minerals' (TSX:FT) planned NICO
Project gold-cobalt processor.
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industry news.
ON BEHALF OF THE BOARD OF DIRECTORS
"Judson
Culter"
Chief Executive Officer and Director
Statement Regarding Forward-Looking Information
This news release contains statements that constitute
"forward-looking statements." Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause Rover's actual results, performance or achievements,
or developments in the industry to differ materially from the
anticipated results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects,"
"plans," "anticipates," "believes," "intends," "estimates,"
"projects," "potential" and similar expressions, or that events or
conditions "will," "would," "may," "could" or "should" occur. There
can be no assurance that such statements will prove to be accurate.
Actual results and future events could differ materially from those
anticipated in such statements, and readers are cautioned not to
place undue reliance on these forward-looking statements. Any
factor could cause actual results to differ materially from Rover's
expectations. Rover undertakes no obligation to update these
forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS
RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE
OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO,
IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS
RELEASE.
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SOURCE Rover Metals Corp.