Minfocus Exploration Corp. Completes Acquisition of Majority Interest in the Big Hill Gold Property
And $2,145,000 Private Placement and Files Technical ReportVancouver, Dec. 1, 2021 - Minfocus Exploration Corp. (TSXV: MFX) (the "Company") is pleased to announce that it has completed the acquisition of an 80% interest in Big Hill Gold Mining Company Pty Ltd. ACN 081 474 179 ("Big Hill"), a private Australian company, as announced September 10, 2021 (the "Transaction"). The Company has also completed its oversubscribed private placement of units also announced on September 10, 2021.
Big Hill Acquisition
On September 3, 2021, the Company entered into a definitive Share Sale Agreement (the "Agreement") with Mining Projects Accelerator Pty Ltd. CAN 629 011 196 ("MPX") pursuant to which the Company acquired MPX's ownership of 80% of the outstanding common shares (each, a "Big Hill Share") of Big Hill. Big Hill holds a 100% interest in an exploration permit and two mining licenses that comprise the Big Hill Gold Property located in Queensland, Australia (the "Big Hill Gold Property").
In consideration for the purchase of the Big Hill Shares, the Company issued 17,500,000 common shares (the "Payment Shares") pro rata to MPX and its shareholders at a deemed price of $0.125 per Payment Share. The Payment Shares are subject to a statutory hold period for four months and one day from the date of issuance, as well as additional contractual escrow provisions agreed to by MPX and its shareholders.
The Company has the right to acquire an additional 15% of the outstanding Big Hill Shares and increase its shareholdings to 95% of the total outstanding Big Hill Shares by paying AU$300,000 to the minority shareholder of Big Hill. The remaining 5% of the shares of Big Hill may be acquired from the minority shareholder for AU$700,000. Pursuant to the Agreement, there will be a combined 2% net smelter royalty on the Big Hill Gold Property in favour of MPX and the minority shareholder of Big Hill.
The Company has filed a technical report on the Big Hill Gold Property titled "Technical Report on the Big Hill Au Project, SE Queensland, Australia" (the "Technical Report") in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). The Technical Report was prepared by H&S Consultants Pty Ltd. with an effective date of November 2, 2021 and is available on SEDAR under the Company's profile.
Private Placement
In connection with the Transaction, the Company has completed a non-brokered private placement of 17,160,000 units (each, a "Unit") at a price of $0.125 per Unit for gross proceeds of $2,145,000 (the "Offering"). Each Unit consisted of one common share (each, a "Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to purchase one additional Share at a price of $0.25 per Share until December 1, 2023.
In connection with the Offering, the Company paid finders' fees of $17,125 and issued 137,000 broker warrants to certain arm's length finders. Each broker warrant is exercisable into one Share at a price of $0.25 per Share until December 1, 2023.
All securities issued under the Offering are subject to a statutory hold period expiring April 2, 2022.
Proceeds of the Offering will be used to acquire the additional 15% of the Big Hill Shares from the minority shareholder of Big Hill to bring the Company's ownership percentage of Big Hill to 95%. The proceeds of the Offering will also be used for exploration and development of the Big Hill Gold Property and for general working capital purposes.
Five directors participated in the Offering for an aggregate of 1,380,000 units. The participation by insiders in the Offering is considered to be a related-party transaction as defined under Multilateral Instrument 61-101. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities being issued nor the consideration being paid exceeds 25% of the Company's market capitalization.
Name Change
In connection with the Big Hill Acquisition, the Company will be changing its name to Queensland Gold Hills Corp. The name change will occur shortly.
The Big Hill Gold Property
The Big Hill Gold Property consists of a single Exploration Permit ("EPM") EPM 18255 covering 24 sq km and includes two discrete granted mining leases owned by Big Hill ("ML") on the EPM. The EPM covers the historic mines of Big Hill (ML50287), Queenslander, Monte Cristo and Sultan & Taylor (ML50286) of the Talgai Goldfield within the EPM and excludes a small mining lease held by an unrelated third party.
The Talgai Goldfield is one of eight historical Goldfields in the broader Warwick-Texas District active in the late 19th century, which include Canal Creek, Thanes Creek, Leyburn, Palgrave, Pikedale, Lucky Valley and MacDonald Goldfields. The bulk of production in the historical mines on EPM18255 and the broader Warwick-Texas District occurred from initial discovery in 1864 until the early 1900s. Small-scale activity continued during intermittent periods in the 20th century with many of the larger historic mines remaining under mining leases and which have had limited modern exploration over the main lode deposits to date.
Parts of EPM18255 have been covered by exploration permits almost continuously since 1980 as part of gold exploration programs within the broader Texas-Warwick district. The work programs involved varying amounts of mapping, stream sediment, soil and rock chip sampling.
Recent exploration over the EPM completed by MPX in 2020 comprised surface geochemical sampling including rock chips and soils, a ground magnetic survey and 2 diamond drillholes. Data compilation, including surface mapping, is in progress with the aim of generating a 3D geological model for the gold mineralisation. The outcomes will be used to generate further drill targets and the knowledge gained from exploration programs conducted in the initial focus areas of the two mining leases will be applied to targeting within the broader EPM.
The Big Hill Gold Property is located near the town of Pratten approximately 35km northwest of Warwick and 160km southwest of Brisbane, the capital of the state of Queensland, Australia.
Management & Board Changes
The Company announces that Kenneth De Graaf has resigned from the Board of Directors. The Board would like to thank Mr. De Graaf for being an integral part of the Company over the past 10 years and wishes him well in his future endeavours.
Blair Way, a current director of the Company, has been appointed as CEO of the Company. Mr. Way is an experienced international executive with over 35 years' experience within the resources and construction industry throughout Australasia, Canada, the United States, South America and Europe. A highly respected project developer in the most challenging of environs, Mr. Way's experience spans the complete mineral development cycle from early-stage exploration to project definition and studies culminating in implementation, commissioning and operations of mining projects. He started his career with major resource companies advancing late-staged projects, however the last decade has been focused on the earlier stage projects of public mid-tier and junior mining companies. Mr. Way has experience in a wide range of commodities including gold, copper, nickel, zinc, magnesium, graphite, cobalt, and lithium. Mr. Way holds a Bachelor of Science (Geology) from Acadia University in Nova Scotia, Canada, an MBA from the University of Queensland, Australia, and is a Fellow of the Australasian Institute of Mining and Metallurgy.
Alicia Milne, President of the Company states, "I am pleased to welcome Blair to the management team and believe that his addition will greatly enhance our management depth and effectiveness. Blair's experience working in Queensland over the past 3 decades combined with project development and execution experience will be extremely valuable as we continue to grow the Company."
Mr. Blair Way comments: "I am pleased to be taking on a more active management role in the growth of the Company as we transition to become Queensland Gold Hills Corp. with a keen focus on the historic gold districts of Queensland, Australia. Having spent many years working in the Queensland mining sector I look forward to the next steps at our newly acquired Big Hill Gold project."
Debt Settlement
The Debt Settlement transaction that was announced in the Company's news release of September 10, 2021 has been cancelled.
Qualified Person
D. Blair Way, FAusIMM, a director of the Company and a Qualified Person under the definition of National Instrument 43-101 supervised the preparation of the technical information in this news release.
About the Company
The Company is a TSX-V listed mineral exploration and development company focused on gold discoveries in the historic mining districts of Queensland Australia and is advancing the drill ready Big Hills Gold Project in South East Queensland, Australia.
The Company also has a portfolio of precious and base metals projects including precious metals in Nevada, USA and three Mississippi Valley-type zinc projects in B.C. and Newfoundland, Canada. The Company is led by a highly experienced technical team with a track record of successful exploration worldwide.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Alicia Milne, President and Director
Telephone: 1 (800) 482-7560
E-mail: info@minfocus.ca
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Accordingly, all statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, any statements or plans regard the geological prospects of the Big Hill Gold Property or the future exploration endeavours of the Company and other matters in connection with the aforementioned items.
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include but are not limited to: fluctuations in market prices, exploration and exploitation successes, continued availability of capital and financing, changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of property and general political, economic, market or business conditions. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance and, therefore, readers are advised to rely on their own evaluation of such uncertainties. All of the forward-looking statements made in this news release, or incorporated by reference, are qualified by these cautionary statements. We do not assume any obligation to update any forward-looking statements.
This press release does not constitute an offer to sell or 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 a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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