Rupert Resources Ltd (“Rupert” or “the Company”) is pleased to announce that it has entered into a binding definitive share exchange agreement dated effective March 16, 2018 (the “Definitive Agreement”) with Northern Aspect Resources Ltd. (“NARL”) and all the shareholders of NARL, to provide for the completion of a business combination, whereby the Company has agreed, subject to certain conditions, to acquire all of the issued and outstanding securities of NARL (the “Transaction”).
The Transaction was initially announced in a Company press release dated January 15, 2018, indicating that the Company and NARL had entered into a binding letter of intent in respect of the Transaction.
The Company has also received conditional approval from the TSX-V for the Transaction and is working to fullfill the exchange’s requirements to for final approval and closing of the Transaction.
NARL is a privately owned, British Columbia incorporated company with a 100% beneficial interest in the Hirsikangas and Osikonmaki properties in Central Finland. The Hirsikangas property consists of six (6) claims, plus two (2) reservations, all of which are valid. The Osikonmaki property consists of seven (7) claims, plus one (1) reservation, that are valid, and two (2) claims that are in application for renewal. See the Company’s January 15, 2018 press release for further information about NARL and its interests.
Pursuant to the Definitive Agreement, the Company proposes to acquire all of the issued and outstanding securities of NARL, in exchange for 4,913,466 common shares of the Company. The Transaction is conditional upon, among other things, the parties receiving all requisite regulatory approval, including the approval of the TSX Venture Exchange, and any third party approvals and authorizations.
Mr. James Withall, a director and CEO of the Company, is the CEO of NARL, and therefore the Transaction constitutes a “related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements of MI61-101 based on a determination that the securities of the Company are listed on the TSX Venture Exchange and that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, in so far as it involves interested parties, exceeds 25% of the market capitalization of the Company.
Rupert is a Canadian based gold exploration and development company that is listed on the TSX Venture Exchange under the symbol “RUP”. The Company owns the Pahtavaara gold mine, mill, and exploration permits and concessions located in the Central Lapland Greenstone Belt in Northern Finland (see the Company’s November 9, 2016 press release). The Company also holds a 100% interest in the Gold Centre property, which consists of mineral claims located in the Balmer Township, Red Lake Mining Division of Ontario.
For further information, please contact:
Chief Executive Officer
Head of Corporate Development & Investor Relations
Rupert Resources Ltd
82 Richmond Street East, Suite 203, Toronto, Ontario M5C 1P1
Tel: +1 416-304-9004
Neither the 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Cautionary Note Regarding Forward Looking Statements
This press release contains statements which constitute ”forward-looking statements”, including the completion of the proposed Transaction, deadlines, regulatory approvals, business activities and operating performance of the Company. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the general risks of the mining industry, as well as those risk factors discussed or referred to in the Company’s annual Management’s Discussion and Analysis for the year ended February 28, 2017 available at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law.