Glacier Lake Resources to acquire Kalahari platinum project

VANCOUVER, BC, November 17, 2021 / CNW / – Glacier Lake Resources Inc. (TSXV: GLI) (the “Society“) is pleased to announce that it has entered into a definitive share purchase agreement, dated November 15, 2021, with African Thunder Platinum Limited and Fanosi Holdings (Pty) Ltd. (collectively, the “Sellers“), under which the Company proposes to acquire (the”Transaction“) a controlling interest in Stella Platinum (Pty) Ltd. and Greenstone Platinum (Pty) Ltd. (collectively, the”The owners“). The Owners control the exploration rights of the Kalahari Platinum Project (“KalPlates“) located in the magistral district of Vryburg at North West South Africa. The Company is independent from each of the Sellers and Owners.

KalPlats is a palladium-rich project located approximately 350 kilometers west of Johannesburg in the North West Province of South Africa. The most recent mineral resource estimate on platinum, palladium and gold mineralization including a 3E grade (platinum, palladium, gold) was published by Coffey Mining Consultants Limited in 2014 (Lomberg et al., 2014), as part of an independent technical report. for African Thunder Platinum Limited. The historical mineral estimate of known deposits contained Measured and Indicated Resources totaling 69.91 Mt grading 1.48 g / t 3E and Inferred Mineral Resources of 56.68 Mt grading 1.62 g / t 3E.

The Company does not consider this historical estimate to be current and has not performed sufficient work to classify this historical estimate as a current mineral resource. Although the Company does not consider the historical estimate to be current, it believes that the work carried out by Coffey Mining Consultants Limited is reliable and may be of use to readers.

Terms of the transaction

To acquire the Owners and their participation in KalPlats, the Company must:

  • Make a cash payment equivalent to fifty percent of the proceeds realized by the Company from the sale of debt or equity securities up to a maximum of CA $ 15,000,000.
  • Issue to Sellers such a number of units of the Company (each, a “Unity of consideration“) equivalent to nineteen and nine tenths of the issued and outstanding ordinary share capital of the Company at the time of the closing of the Operation, each unit of consideration being composed of one ordinary share of the Company and one common share purchase warrant (each, a “Counterparty mandate“) exercisable at a price $ 0.26 per share for a period of thirty-six months.
  • Assume certain shareholder loans owed by owners to sellers.

The sellers have agreed that they will not be permitted to exercise the warrants for consideration to the extent that such exercise would give them ownership or control of more than nineteen and nine tenths of the issued common share capital and movement of the Company at any given time.

The completion of the Transaction is subject to a number of conditions, including:

  • The Company realizing a financing of at least CA $ 15,000,000 (the “Simultaneous funding“);
  • The parties having confirmed the success of their due diligence of the Transaction and of KalPlats;
  • The Company having received a satisfactory opinion of a legal advisor concerning the title of KalPlats, as well as a geological report in respect of KalPlats in the form prescribed by NI 43-101; and
  • Receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange (the “Exchange“) and the consent of the South African Minister of Mineral Resources and Energy.

The Transaction cannot be completed until these conditions have been met, and there can be no assurance that the Transaction will be completed on time, if at all. The Company has not yet determined the final terms of the concurrent funding and will issue another press release containing information regarding the concurrent funding as it becomes available.

The Transaction constitutes a “fundamental acquisition” for the Company, according to the policies of the Exchange, on the basis that the Company intends to devote the majority of its resources to the development of KalPlats after the completion of the Transaction. Consequently, trading in the ordinary shares of the Company has been halted, at the request of the Company, pending the completion of the deposits with the Stock Exchange in connection with the Transaction. It is expected that trading will remain suspended until the Transaction is completed.

All of the Company’s securities to be issued to sellers as part of the transaction will be subject to a legal hold period of four months and one day in accordance with applicable securities laws.

Dr. Nathan Chutas, Ph.D., CPG, is the Chief Executive Officer of the Company and is a Qualified Person for the purposes of National Instrument 43-101. Dr Chutas has reviewed and approved the technical content of this press release.

Extension of term

The Company also announces that it intends to extend the expiration date of a total of 16,000,000 common share purchase warrants already issued (the “”Mandates“) for an additional year (the”Amendment“). Under the terms of the Amendment, the expiry date of the Coupons will be extended until January 13, 2025 and will continue to be exercisable at a price of $ 0.25. The modification remains subject to the approval of the Exchange.

The completion of the Transaction is subject to a number of conditions, including acceptance of the Exchange. The Transaction cannot be concluded until the required approvals have been obtained and the outstanding conditions are met. There can be no assurance that the Transaction will be completed as offered or not at all.

Investors are cautioned that any information published or received regarding the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be regarded as highly speculative.

The Bourse 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 the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this version.

Forward-looking information

The information contained in this document may include forward-looking statements. While these statements reflect the current plans, projections and intentions of management, by their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the control of the Company. Readers are cautioned that the assumptions used in the preparation of this information, although believed to be reasonable at the time of preparation, may prove to be imprecise and, as such, one should not place undue reliance on these forward-looking statements. There can be no assurance that the above transactions will be completed on the contemplated terms, if at all. The actual results, programs, activities and financial condition of the Company could differ materially from those expressed or implied by these forward-looking statements.