Blackwolf Announces Closing of Niblack Camp Purchase

Rhea-AI Summary

Blackwolf Copper and Gold announces the completion of its purchase of camp assets at the Niblack project from Matrix Camps and Logistics. Under the agreement, Blackwolf's subsidiary, Niblack Project , acquired these assets in exchange for a $100,000 deposit and 9.3 million common shares. Additionally, Matrix has been granted a three-year exclusivity to provide camp services at market rates. The shares are subject to a statutory hold period until September 23, 2024, and 50% of the shares have a resale restriction until May 22, 2025. This acquisition finalizes all previous claims between the parties.

Positive

• Completed the purchase of camp assets at the Niblack project, enhancing asset base.
• Matrix granted a three-year exclusivity to provide camp services, ensuring continuity and market rate services.
• Release from all prior claims under the previous agreement, minimizing legal liabilities.

Negative

• 9.3 million common shares issued, potentially causing dilution of existing shareholders' equity.
• Shares are subject to a hold period until September 23, 2024, limiting liquidity.
• 50% of shares have a resale restriction until May 22, 2025, affecting market trading volume.

VANCOUVER, BC / ACCESSWIRE / May 23, 2024 / Blackwolf Copper and Gold Ltd. ("Blackwolf" or the "Company") (TSXV:BWCG)(OTCQB:BWCGF) announces that further to its news release of May 2, 2024, the Company, through its wholly owned subsidiary Niblack Project LLC ("Niblack") has completed the purchase of the camp assets at the Company's Niblack project from Matrix Camps and Logistics, Inc. ("Matrix") under a purchase and sale agreement dated April 30, 2024 (the "Purchase and Sale Agreement") among the Company, Matrix and Niblack.

Pursuant to the Purchase and Sale Agreement, the parties have released each other from all prior claims under the camp support and rental agreement dated July 20, 2021 between Matrix and Niblack (the "Prior Agreement") and Niblack has purchased the camp assets at the Company's Niblack project from Matrix in exchange for (i) US$100,000 deposit retained by Matrix that was paid to Matrix pursuant to the Prior Agreement; and (ii) the issuance of 9,300,000 common shares in the capital of the Company (the "Shares") to Matrix Aviation Solutions Inc., an affiliate of Matrix. The Company has also granted Matrix a three year exclusivity right to provide camp services at the Company's Niblack project, provided that such services are provided at market rates.

The Shares are subject to a four month and one day statutory hold period expiring on September 23, 2024 and in addition 50% of the Shares are subject to a contractual resale restriction and shall not be sold or otherwise disposed of for a period of one (1) year expiring on May 22, 2025.

About Blackwolf Copper and Gold Ltd.

Blackwolf recently announced that it has entered into a definitive agreement with Treasury Metals Inc ("TML") to combine the two companies, pursuant to which TML will acquire all of the issued and outstanding common shares of Blackwolf. See the Company's May 2, 2024 news release for additional information. TML is a gold-focused company with assets located in Canada. TML's Goliath Gold Complex Project is located in Northwestern Ontario. The Company holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska and five Hyder Area gold-silver and base metal properties in southeast Alaska.

For more information on Blackwolf, please visit the Company's website at www.blackwolfcopperandgold.com.

On behalf of the Board of Directors of Blackwolf Copper and Gold Ltd.

"Morgan Lekstrom"
CEO and Director

For more information, contact:

Morgan Lekstrom
250-574-7350 (Mobile)
604-343-2997 (Office)
MLL@bwcg.ca

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.

Cautionary Statement Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements relating to the business combination with TML pursuant to which TML shall acquire all of the issued and outstanding shares of the Company. Forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, the risk that the business combination with TML does not close, market volatility; the state of the financial markets for the Company's securities; fluctuations in commodity prices and changes in the Company's business plans. In making the forward-looking statements in this news release, the Company has applied several material assumptions that the Company believes are reasonable, including without limitation, that the Company will continue with its stated business objectives and its ability to raise additional capital to proceed. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. The Company seeks safe harbor.

For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedarplus.ca.

SOURCE: Blackwolf Copper and Gold Ltd

View the original press release on accesswire.com

FAQ

What did Blackwolf acquire in the Niblack Camp purchase?

Blackwolf acquired the camp assets at the Niblack project from Matrix Camps and Logistics.

How much did Blackwolf pay for the Niblack Camp assets?

Blackwolf paid a $100,000 deposit and issued 9.3 million common shares.

What are the restrictions on the shares issued in the Niblack Camp purchase?

The shares are subject to a statutory hold period until September 23, 2024, and 50% of the shares have a resale restriction until May 22, 2025.

What is the exclusivity agreement with Matrix Camps and Logistics?

Matrix has a three-year exclusivity to provide camp services at the Niblack project at market rates.

When was the Niblack Camp purchase agreement dated?

The purchase agreement was dated April 30, 2024.