King’s Bay Resources (KBG.H-V) Closing Of Acquisition Of Maybrun Gold-copper Property, Concurrent PP
July 8, '22 - NR
Lion Rock Resources Inc. (formerly King's Bay Resources Corp.) has closed the previously announced acquisition of the Maybrun property, a 334-hectare property that historically produced gold and copper located approximately 80 kilometres (km) southeast of Kenora, Ont. The Maybrun project benefits from extensive work completed by the previous owners, including diamond drilling and downhole and airborne geophysical programs.
Kevin Bottomley, president, chief executive officer and a director of the company, stated: "The acquisition of the Maybrun property is a critical step in the reshaping of King's Bay Resources Corp. into Lion Rock Resources Inc. I'd like to personally thank everyone involved from shareholders, corporate and legal for their commitment to the team. It is my commitment to you that this new direction represents the best pathway forward for everyone."
Maybrun acquisition
The company, Lion Rock Exploration Inc. (Privco), and the shareholders of Privco entered into a share exchange agreement dated May 6, 2022, pursuant to which the company acquired 100 per cent of the outstanding shares of Privco in exchange for the issuance of five million common shares of the company to the former shareholders of Privco and the issuance of 200,000 common shares to a former owner of Maybrun. Following completion of the acquisition, the company holds a 100-per-cent interest in the Maybrun project through its wholly owned subsidiary, Privco.
Name change and reactivation
In connection with the acquisition, the company changed its name to Lion Rock Resources. The TSX Venture Exchange has approved the company's reactivation as a Tier 2 issuer and the common shares will begin trading under the new symbol, ROAR, on the TSX-V on or about July 12, 2022, with Cusip No. 536250103 and ISIN CA5362501036. No action will be required by existing shareholders with respect to the name change.
Concurrent financing
The company also announces that it has closed its previously announced private placement of 15 million units of the company at a price of five cents per unit for gross proceeds of $750,000. Each unit comprises one common share and one-half of one common share purchase warrant, with each warrant exercisable to acquire one common share at a price of 10 cents per share for a period of 24 months from the date of issuance. The common shares and warrants comprising the units are subject to a four-month-and-one-day hold period from the date of issuance under applicable Canadian securities laws. Pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the offering constitutes a related-party transaction as certain insiders of the company participated in the offering. The company is relying on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, as no securities of the company are listed on a specified market, and the exemption from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Section 5.7(1)(a) of MI 61-101, as the fair market value of the securities subscribed for by insiders of the company did not exceed 25 per cent of the market capitalization of the company. A material change report was not filed by the company at least 21 days before the closing of the offering as the company was seeking to close expeditiously. In the view of the company, this approach is reasonable in the circumstances. The offering was approved by all of the independent directors of the company.
About the Maybrun property
The Maybrun project is a past-producing mine (Maybrun gold-copper deposit) that was placed on care and maintenance in 1974 for several years prior to an exploration program conducted by Opawica Explorations Inc. in 2005. The Maybrun project is located in the Atikwa Lake area of the Kenora mining division, approximately 80 kilometres southeast of Kenora, in Northwestern Ontario. Lion Rock has acquired, through its wholly owned subsidiary, 100 per cent of the mineral rights, surface access and mining rights to an area encompassed by 20 patented mining claims. Access to the property is through paved highways and 28 kilometres of logging roads.
Qualified person
All scientific and technical information in this press release has been reviewed and approved by Dale Ginn, PGeo, a qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).
About King's Bay Resources Corp. (Lion Rock Resources Inc.)
Lion Rock Resources is an exploration company focused on the exploration and development of the Maybrun property, a gold-copper project located approximately 80 kilometres southeast of Kenora, Ont.
Corporate Address Suite 1450, 789 West Pender Street
Vancouver, BC V6C 1H
Tel: 604 681 1568
info@KingsBayRes.com |
