Cruz Announces Intent to Spin-Out the Hector Silver-Cobalt Project
Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF) announces plans to spin out its Hector Silver-Cobalt Project in Ontario into a new subsidiary, Makenita Resources Inc. The spin-out aims to unlock value for shareholders by creating two separate companies. The Hector Property consists of 126 mining claims covering 2,243 hectares near Cobalt, Ontario.
The spin-out will be executed through a plan of arrangement, with Cruz shareholders receiving shares in both companies. SpinCo plans to seek a listing on the Canadian Securities Exchange and raise capital through private placements. The company expects to complete the spin-out by the end of Q3 2024, subject to shareholder and court approval.
Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF) annuncia piani per scorporare il proprio Progetto Silver-Cobalt Hector in Ontario in una nuova sussidiaria, Makenita Resources Inc. Lo scorporo mira a sbloccare valore per gli azionisti creando due aziende separate. La Proprietà Hector consiste in 126 concessioni minerarie che coprono 2.243 ettari vicino a Cobalt, Ontario.
Lo scorporo sarà realizzato attraverso un piano di sistemazione, con gli azionisti di Cruz che riceveranno azioni in entrambe le società. SpinCo prevede di cercare una quotazione alla Borsa valori canadese e di raccogliere capitali attraverso collocamenti privati. L'azienda prevede di completare lo scorporo entro la fine del terzo trimestre del 2024, soggetto all'approvazione degli azionisti e del tribunale.
Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF) anuncia planes para escindir su Proyecto Silver-Cobalto Hector en Ontario en una nueva subsidiaria, Makenita Resources Inc. La escisión tiene como objetivo creando dos empresas separadas. La Propiedad Hector consiste en 126 reclamaciones mineras que cubren 2,243 hectáreas cerca de Cobalt, Ontario.
La escisión se llevará a cabo a través de un plan de arreglo, con los accionistas de Cruz recibiendo acciones en ambas empresas. SpinCo planea buscar una cotización en la Bolsa de Valores de Canadá y recaudar capital a través de colocaciones privadas. La empresa espera completar la escisión para finales del tercer trimestre de 2024, sujeta a la aprobación de los accionistas y del tribunal.
Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF)는 온타리오에서 헥터 은-코발트 프로젝트를 새로운 자회사인 Makenita Resources Inc.로 분리할 계획을 발표했습니다. 이번 분리는 주주 가치를 창출하기 위해 두 개의 별도 회사를 만드는 것을 목표로 합니다. 헥터 부지는 2,243헥타르에 걸쳐 126개의 광산 청구권으로 구성되어 있으며, 코발트 인근에 위치하고 있습니다.
이번 분리는 협의 계획을 통해 진행되며, Cruz 주주들은 두 회사의 주식을 받게 됩니다. SpinCo는 캐나다 증권 거래소에 상장하고 사모를 통해 자본을 조달할 계획입니다. 회사는 2024년 3분기 말까지 분리를 완료할 것으로 예상하고 있으며, 주주 및 법원의 승인이 필요합니다.
Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF) annonce des plans pour scinder son Projet Héctor Argent-Cobalt en Ontario en une nouvelle filiale, Makenita Resources Inc. La scission vise à dégager de la valeur pour les actionnaires en créant deux entreprises distinctes. La propriété Héctor comprend 126 titres miniers couvrant 2 243 hectares près de Cobalt, Ontario.
La scission sera réalisée par le biais d'un plan d'arrangement, les actionnaires de Cruz recevant des actions dans les deux entreprises. SpinCo prévoit de demander une cotation à la Bourse canadienne et de lever des fonds par le biais de placements privés. L'entreprise s'attend à finaliser la scission d'ici la fin du troisième trimestre 2024, sous réserve de l'approbation des actionnaires et du tribunal.
Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF) gibt bekannt, dass das Unternehmen plant, sein Hector Silber-Kobalt-Projekt in Ontario in eine neue Tochtergesellschaft, Makenita Resources Inc., auszugliedern. Die Ausgliederung zielt darauf ab, Wert für die Aktionäre freizusetzen, indem zwei separate Unternehmen geschaffen werden. Die Hector-Properties bestehen aus 126 Bergbaurechten, die eine Fläche von 2.243 Hektar abdecken in der Nähe von Cobalt, Ontario.
Die Ausgliederung wird durch einen Plan zur Regelung durchgeführt, wobei die Cruz-Aktionäre Aktien in beiden Unternehmen erhalten. SpinCo plant, eine Notierung an der Canadian Securities Exchange anzustreben und Kapital durch Privatplatzierungen zu beschaffen. Das Unternehmen erwartet, die Ausgliederung bis zum Ende des 3. Quartals 2024 abzuschließen, vorbehaltlich der Genehmigung durch die Aktionäre und das Gericht.
- Potential to unlock value for shareholders by creating two separate companies
- Cruz retains focus on its lithium projects in Nevada
- Hector Property consists of 126 contiguous unpatented mining claims totalling 2,243 hectares
- Property is located in a historically productive silver-cobalt mining region
- No assurance that SpinCo will obtain a listing on the Canadian Securities Exchange
- Spin-out completion is subject to various conditions and approvals
- SpinCo will need to raise capital through private placements, which may dilute ownership
Vancouver, British Columbia--(Newsfile Corp. - August 1, 2024) - Cruz Battery Metals Corp. (CSE: CRUZ) (OTC Pink: BKTPF) (FSE: A3CWU7) ("Cruz" or the "Company") is pleased to announce its intention to undertake a strategic reorganization of certain of the Company's mineral exploration assets pursuant to which the Company proposes to spin-out (the "Spin-Out") its Hector Silver-Cobalt Project located near Cobalt, Ontario (the "Hector Property") into a recently incorporated, wholly-owned subsidiary, Makenita Resources Inc. ("SpinCo").
James Nelson, President of Cruz states, "This spinout makes sense for our shareholders. To unlock the value of the Silver-Cobalt asset as a standalone project will enable the shareholders of record of Cruz to benefit from ownership in two companies. Cruz is focused on its lithium projects in Nevada and expects to have a work program this summer. Cruz shareholders will achieve a win-win scenario as they will be shareholders of each company at no cost to them. Management is optimistic about the future of each company and hopes the Cruz shareholders of record will share the excitement."
The Hector Property consists of 126 contiguous unpatented mining claims totalling 2,243 hectares (5,542-acres) and is located within the Coleman and Gillies Limit Townships, Larder Lake Mining Division, Timiskaming District, Ontario, Canada. The Property is approximately 500 kilometres (km) north of Toronto, 150 km north of North Bay, and 10 km southwest of the town of Cobalt, Ontario. Cruz holds
The principal deposit type of interest within the Hector Property is arsenide silver-cobalt vein deposits, which are epigenetic vein deposits. Metallic minerals occur in fracture filling lenses or veinlets, or as disseminations within wall rocks in association with carbonate and/or quartz gangue. Wall rocks adjacent to the veins are commonly hydrothermally altered. The majority of mineral occurrences with the Hector Property consist of narrow fracture controlled northwest-southeast, or northeast-southwest striking, sub-vertical to steeply dipping, quartz-carbonate-potassium feldspar veins containing variable percentages of disseminated to clotty pyrite, chalcopyrite, pyrrhotite, and erythrite (hydrous cobalt arsenate) mineralization. Veins range in width from less than 5 cm up to 25 cm in width. The majority of historically reported mineral occurrences are represented by one or more shallow prospect pits and trenches, or water-filled shafts.
From 1904 and until 1989, the Cobalt mining camp produced 458,830,085 ounces silver, 19,392,037 pounds cobalt, 3,407,495 pounds nickel and 1,964,728 pounds copper (Guindon et al., 2016). Mineralization was later discovered in additional areas with similar geology within the Cobalt Embayment of Southern Ontario, from Gowganda in the west to southeast of Cobalt. In the early 1920s, a decrease in the price of silver and exhaustion of the high grade veins caused most of the mines to close. Between 1929 and 1950, small operations were undertaken in a number of mines. In the mid-1950s, the demand for cobalt increased and many mines reopened for a short time. An increase in the price of silver in 1960 brought new interest to the camp and 10 mines continued operation (Goodwin, 1988) Cruz management cautions that past results or discoveries on properties in proximity to Cruz may not necessarily be indicative to the presence of mineralization on the Company's properties.
Based on the presence of silver-cobalt arsenide vein intersects in drill core and numerous historic occurrences, airborne and ground magnetic geophysical anomalies, cobalt and silver in rock and soil geochemical anomalies, and favourable geology, management believes the Hector Property is of a high priority for follow-up exploration.
The Spin-Out, if completed as presently proposed, would be effected by way of a share capital reorganization effected through a statutory plan of arrangement (the "Arrangement") pursuant to the arrangement provisions of the Business Corporations Act (British Columbia). The proposed reorganization would involve, among other things, Cruz transferring all of its right, title and interest in and to the Hector Property to SpinCo in exchange for common shares of SpinCo, in an amount to be agreed upon by the parties (the "Consideration Shares"). Under the Arrangement, Cruz's shareholders will receive the Consideration Shares and new common shares of Cruz, on a pro rata basis, in exchange for existing common shares of Cruz. It is not anticipated that Cruz will retain any of the Consideration Shares. In addition, it is anticipated that the holders of common share purchase warrants, RSU's and stock options of Cruz will receive a number of replacement common share purchase warrants, RSU's and stock options of SpinCo based on the exchange ratio of the Arrangement. Upon completion of the Spin-Out, SpinCo will become a "reporting issuer" in the same jurisdictions in Canada that Cruz is a reporting issuer. In connection with the Spin-Out, SpinCo intends to undertake one or more private placement offerings of securities to raise proceeds to develop the Hector Property and for general working capital purposes. Following completion of the Arrangement, SpinCo intends to seek a listing of its common shares on the Canadian Securities Exchange (the "CSE"), but no assurance can be provided that such a listing will be obtained. Any such listing will be subject to SpinCo satisfying all of the requirements of the CSE. As of the date hereof, no agreements between Cruz and SpinCo have been entered into respecting the proposed Spin-Out, but the board of directors of Cruz has authorized and approved proceeding with the Spin-Out and commencement of drafting the definitive agreements related thereto.
It is expected that completion of the Spin-Out will be subject to a number of conditions which are customary for similar transactions including, but not limited to, shareholder approval and approval of the Court, as well as other standard closing conditions. There can be no assurance that the Spin-Out will be completed as proposed, or at all. Cruz will have no obligation to proceed with the Spin-Out, and may elect, at its sole discretion, not to proceed with the Spin-Out for any reason whatsoever. Final terms of the Spin-Out and determination to proceed remain subject to, among other things, further tax and securities considerations, and Cruz expects to provide a further update to shareholders in due course.
The intention to undertake the Spin-Out was prompted, in part, by Cruz's desire to separate its Hector Property from its other mineral properties primarily located in the United States, and to enable the capital markets to value the Hector Property separately from its other properties, with a view to increasing shareholder value for each entity. In addition, management of Cruz believes that separating the Hector Property is expected to accelerate the development of the property. It is the view of both management and the Board that the Spin-Out is the most effective way to unlock the value of the Hector Property.
In connection with the Spin-Out, Cruz expects to enter into a definite agreement with SpinCo to set out the terms of the Spin-Out within the next 30 days concurrent with the receipt of a fairness opinion to be provided by an arm's length valuation firm. In connection therewith, Cruz intends to file its initial submissions with the Supreme Court of British Columbia (the "Court") to obtain an interim order to call a shareholder's meeting to, among other things, approve the Spin-Out. Cruz plans to complete the Spin-Out by the end of the third quarter of 2024. Additional details regarding timing of the Spin-Out will be provided in future news releases.
Further details will be provided in a management information circular (the "Circular") to be prepared and filed in connection therewith. Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the Spin-Out, any information released or received with respect to the foregoing matters may not be accurate or complete and should not be relied upon. Trading in the securities of Cruz should be considered highly speculative.
The scientific and technical information disclosed in this news release was reviewed and approved by Frank Bain, P. Geo., a Qualified Person as defined in NI 43-101, and a director of the Company.
About Cruz Battery Metals Corp.
Cruz currently has several projects located throughout North America. Cruz's Nevada lithium projects consist of the 8,135-acre 'Solar Lithium Project' and the 240-acre 'Clayton Valley Lithium Project'. Cruz's 5,542-acre Hector Property is located in the vicinity of the town of Cobalt, Ontario, which is prospective for cobalt, silver, and diamonds. Cruz's Idaho projects include the 2,211-acre 'Idaho Cobalt Belt Project' and the 80-acre 'Idaho Star Cobalt Project'. Management cautions that past results or discoveries on properties in proximity to Cruz may not necessarily be indicative of the presence of mineralization on the Company's properties.
If you would like to be added to Cruz's news distribution list, please send your email address to info@cruzbatterymetals.com.
Cruz Battery Metals Corp.
"James Nelson"
James Nelson
President, Chief Executive Officer, Secretary and Director
For more information regarding this news release, please contact:
James Nelson, CEO and Director
T: 604-899-9150
Toll free: 1-855-599-9150
E: info@cruzbatterymetals.com
W: www.cruzbatterymetals.com
Twitter: @CruzBattMetals
Forward Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including whether or not the Company will proceed with the Spin-Out as currently proposed or at all, the anticipated timeline of the Spin-Out, the expected terms and structure of the Spin-Out and the parties' ability to satisfy closing conditions and receive necessary approvals, the belief that the Spin-Out will provide value as a stand-alone asset, the expectation that Cruz will procced with a work program this summer, as well as the prospective nature of the mineral interests associated with the Company's mineral exploration properties, including the Hector Property. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements such as the inability to obtain regulatory, Court or shareholder approval, the inability of Cruz or SpinCo to finance growth and transactions expenses, and other risks as set out in the Company's periodic disclosure documents available on SEDAR+. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Spin-Out will occur or that, if the Spin-Out does occur, it will be completed on the terms described above. The Company does not assume any responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/218493
FAQ
What is Cruz Battery Metals Corp. (BKTPF) planning to spin out?
How many mining claims does the Hector Property of Cruz Battery Metals (BKTPF) consist of?
When does Cruz Battery Metals (BKTPF) expect to complete the spin-out of its Hector Property?
What exchange does the new company (SpinCo) from Cruz Battery Metals (BKTPF) intend to list on?
