Metal Energy Announces Extension to Option Agreement to Re-Acquire 15% Interest in Manibridge Property
Metal Energy Corp. (TSXV: MERG, OTCQB: MEEEF) has amended its call option agreement with Mistango River Resources for the Manibridge Project, extending the deadline from April 30, 2024, to April 30, 2026. This amendment involves issuing 1,000,000 common shares to Mistango at $0.02 per share, totaling $20,000. The new agreement allows Metal Energy to re-acquire a 15% interest in the 19 mining claims of the Manibridge Project for $2,250,000, payable in cash or shares. The transaction is subject to TSX Venture Exchange approval. This extension aims to provide more time for Metal Energy to finalize the acquisition under favorable terms.
- The extension provides Metal Energy with an additional two years to re-acquire the 15% interest in the Manibridge Project.
- Issuing shares at $0.02 each for a total of $20,000 is a cost-effective strategy for the company.
- The option to pay the $2,250,000 either in cash or shares offers financial flexibility.
- No finder's fees associated with the Amending Agreement, reducing additional costs.
- The transaction requires TSX Venture Exchange approval, and there is no assurance it will be obtained.
- Issuing 1,000,000 common shares could lead to shareholder dilution.
- The extension implies potential delays in project execution and benefits realization.
- The transaction involves directors common to both companies, raising potential conflict of interest concerns.
Toronto, Ontario--(Newsfile Corp. - May 17, 2024) - Metal Energy Corp. (TSXV: MERG) (OTCQB: MEEEF) (the "Company" or "Metal Energy") is pleased to announce that it has entered into an amendment agreement (the "Amending Agreement") with Mistango River Resources Inc. ("Mistango") wherein the Company and Mistango agreed to amend a mining property call option agreement dated October 28, 2022 (the "Call Option Agreement"). The Call Option Agreement grants the Company the option to re-acquire a
Pursuant to the Amending Agreement, the outside date in which the Company may exercise the call option to acquire the Interest from Mistango shall be extended from April 30, 2024 to April 30, 2026. As consideration for the extension, the Company shall grant Mistango a total of 1,000,000 common shares in the capital of the Company ("Common Shares"), at a deemed price of
Pursuant to amended Call Option Agreement, Metal Energy shall, subject to prior approval of the TSX Venture Exchange (the "Exchange"), have the right to re-acquire the Interest from Mistango at any time prior to April 30, 2026 (the "Call Option"). The purchase price payable by Metal Energy to Mistango for the Interest on the Closing Date is
The Amending Agreement, the issuance of the Common Shares to Mistango thereto, the exercise of the Call Option and the completion of the transfer of Interest from Mistango to Metal Energy shall be subject to the prior approval of the Exchange. There is no assurance that Exchange approval will be obtained.
Additional Information on the Amending Agreement
The Amending Agreement involves "Non-Arm's Length Parties" as such term is defined Policy 1.1 of the Exchange, as Stephen Stewart, Alex Stewart, Michael Mansfield and Charles Beaudry, directors of Metal Energy, are also directors of Mistango. In accordance with Policy 5.3 of the Exchange, the Option Agreement constitutes a "Reviewable Disposition" for Metal Energy.
The Amending Agreement is not a "related party transaction" pursuant to Multilateral Instrument MI 61-101, "Protection Of Minority Security Holders In Special Transactions" ("MI 61-101") as Mistango is not a related party of Metal Energy. Although Metal Energy and Mistango have common directors and executive officers, Mistango does not meet the definition of a related party under MI 61-101. As of the date of this news release, Stephen Stewart owns
No finders fees were paid in connection with the Amending Agreement.
About Metal Energy Corp.
Metal Energy is a battery metal exploration company with two projects in politically stable Canadian jurisdictions; Manibridge (Ni-Cu-Co-PGE) in Manitoba, and SourceRock (Li-Na-K) in Ontario. The Manibridge Project is
The Interest in the Manibridge Project is subject to (i) a
For further information, please contact:
Metal Energy Corp.
MERG on the TSXV
info@metalenergy.ca
www.metalenergy.ca
James Sykes, CEO
jsykes@oregroup.ca
306-221-8717
Reader Advisory
Neither the TSX Venture Exchange Inc. 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.
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements)", including details about the business of Metal Energy. All statements in this news release, other than statements of historical facts, that address events or developments that Metal Energy expect to occur, are forward-looking statements, including, but not limited to, the receipt of Exchange approval for the Amending Agreement and the Call Option, or the exercise of the Call Option by Metal Energy. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Metal Energy's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility. Although the Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in Metal Energy's public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, neither Metal Energy undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange Inc. 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209539
FAQ
What is Metal Energy's new deadline to re-acquire the 15% interest in the Manibridge Project?
How many shares will Metal Energy issue to Mistango under the amended agreement?
What is the total consideration value for the shares issued to Mistango?
What is the purchase price for Metal Energy to re-acquire the 15% interest in the Manibridge Project?