MONTREAL, April 22, 2025 (GLOBE NEWSWIRE) — Kintavar Exploration Inc. (the “Corporation” or “Kintavar”) (TSX-V: KTR), is pleased to announce that it has entered into an asset purchase agreement dated April 21, 2025 (the “APA”) with XXIX Metal Corp. (TSX-V: XXIX) and Orecap Invest Corp. (TSX-V: ORI) (collectively, the “Vendors”), two TSX Venture Exchange (“TSXV”) listed mining issuers, to purchase 100% interest in the 987-hectare Roger project (the “Transaction”) located in the Chibougamau mining district within the Abitibi greenstone belt (the “Roger Project”) for a purchase price of $2,137,500 (the “Purchase Price”).
The Purchase Price is fully payable as of the closing date of the purchase of the Roger Project, via the issuance of class A common shares of the Corporation (the “Common Shares”) at a deemed price of $0.025 per Common Share.
The Transaction is subject to the satisfaction of various conditions, including but not limited to: (i) the completion of the transfer and sale of good and marketable title of the Roger Project; (ii) the exercise of the option agreement by the Vendors to SOQUEM Inc.; (iii) the working capital of the Corporation being equal to or greater than $3,625,000, and (iv) the receipt of all requisite regulatory or governmental authorizations and consents (as applicable), including but not limited to approval of the TSXV and shareholders of the Corporation.
The Roger Project is an advanced-stage Au-Cu porphyry exploration project that has gone through multiple drill campaigns totaling 58,000 metres. A 43-101 resource estimate was published in 2018. At a cut-off grade of 0.45 g/t gold-equivalent, the Indicated Resource is estimated at 10,900,000 metric tonnes at a grade of 0.85 g/t of gold, 0.80 g/t of silver and 0.06% of copper for a total of 333,000 ounces of gold-equivalent, while the Inferred Resource is estimated at 6,569,000 metric tonnes at a grade of 0.75 g/t of gold, 1.18 g/t of silver and 0.11% of copper for a total of 202,000 ounces of gold equivalent. The following metal prices were used in the calculation of gold-equivalent: 1,240 US$ for Au (ounce), 16.528 US$ for Ag (ounce) and 6.549 US$ Cu (Kg). With the Malartic and Windfall deposits being similar style porphyry deposits in that part of Quebec, the Roger deposit shows an interesting potential to further explore the property. The Roger project allows Kintavar to establish a strategic presence in the Eastern Chibougamau camp which has numerous resource-stage assets contiguous with and proximal to the project. This permits Kintavar to explore a gold consolidation strategy in the area in order to build a multi-million-ounce resource base across a consolidated district-scale land package, increasing the upside to its shareholders. Ultimately, this Transaction allows Kintavar to diversify its exploration portfolio in the gold sector while continuing its hybrid model of exploration and exploration services.
In connection with the Transaction, there are no associated finder’s fee to be paid and there are no transactions involving non-arm’s length parties of the Corporation. The Corporation expects that the Transaction pursuant to the APA, could be a reviewable transaction pursuant to TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets (“Policy 5.3”). In accordance with the policies of the TSXV, the Common Shares could be halted pending review of the APA and the matters contemplated therein by the TSXV.
Upon issuance of the Common Shares in satisfaction of the Purchase Price, it is anticipated that each of the Vendors will become a Control Person (as such term is defined under the policies of the TSXV) of the Corporation. Such aforementioned issuances are and remain subject to the receipt of all required approvals and consents, including the approval of the TSXV and the shareholders of the Company in accordance with Policy 5.3.
A copy of the APA shall be available on the Corporation’s SEDAR+ profile at www.sedarplus.ca.
Changes to the Management and Board of Directors
In order to allow the Corporation and its shareholders to benefit from the increased interest in gold exploration due to the all-time high gold prices, a management change will take place on closing of the Transaction. Mr. Kiril Mugerman, President & CEO of Kintavar Exploration and Mr. Mathieu Bourdeau, CFO of Kintavar Exploration, will be replaced. A new management team is currently being evaluated, and further information will be provided in a timely manner. Mr. Kiril Mugerman will remain a Director of the Corporation. Furthermore, the Vendors may appoint up to two total board nominees to the board of directors of the Corporation in connection with the Transaction.
In addition, Maxime Lemieux and Genevieve Ayotte will not be running for re-election at the upcoming Annual Shareholders Meeting which is scheduled to take place on May 28, 2025.
Until new management is announced, the Corporation plans to continue its exploration activities on its properties and providing exploration services while evaluating other properties that become available.
QP Statement
Pierre-Luc Lalonde, P. Geo., a qualified person as defined by NI 43-101, supervised and approved the preparation of the technical information in this press release.
About Kintavar Exploration & the Mitchi – Wabash Properties
Kintavar Exploration is a Canadian mineral exploration corporation engaged in the acquisition, assessment, exploration and development of gold and base metal mineral properties. Its flagship project is the Mitchi – Wabash copper-silver district (approx. 39 000 hectares, 100% owned) located 100 km north of the town of Mont-Laurier and 15 km East of the town of Parent in Quebec. Both properties cover an area of more than 300 km2 accessible by a network of logging and gravel roads with access to hydro-electric power already on site, major regional roads including railroad and a spur. The properties are located in the north-western portion of the central metasedimentary belt of the Grenville geological province. The projects primarily focus on sediment-hosted stratiform copper type mineralization (SSC) but include Iron Oxide Copper Gold (IOCG) and skarn type targets. Osisko holds a 2% NSR on 27 claims of the southern portion of the Mitchi property, outside of the sedimentary basin. Kintavar also has exposure in the gold greenstones of Quebec by advancing the Anik Gold Project in a partnership with IAMGOLD.
For further information contact:
Kiril Mugerman, President and CEO
Phone: +1 450 641 5119 #5653
Email: kmugerman@kintavar.com
Web: www.kintavar.com
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.
Forward looking Statements:
This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, “subject to”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be achieved. Forward-looking statements in this press release include statements regarding: the anticipated closing of the Transaction, the issuance of the Common Shares to satisfy the Purchase Price, the exploration plans of the Corporation as it relates to the Rogers Property and their current assets, and the receipt of approvals related to the Transaction. These forward-looking statements are based on assumptions, including the successful completion of the Transaction, receipt of the applicable approvals for the proposed Transaction, the execution of the exploration strategy by management of the Corporation, no adverse changes in the regulatory regime applicable to the Corporation, the satisfaction of all conditions to the APA, commodity prices, and general market and economic stability. The actual results may be materially different from any future expectations expressed or implied by the forward-looking statements. The forward-looking statements can be affected by known and unknown risks, uncertainties, and other factors, including, but not limited to, the equity markets generally, a failure to obtain the necessary approval from the TSXV or shareholders of the Corporation, the inability of management to execute its strategy as it comes to its exploration properties, instability in commodity or markets, and reliance on key personnel. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, the Corporation undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither 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.
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