VANCOUVER, BC / ACCESSWIRE / May 30, 2024 / Infield Minerals Corp. (TSX-V:INFD) ("Infield" or the "Company") is pleased to announce that it has entered into a definitive share purchase agreement (the "Share Purchase Agreement") dated effective May 29, 2024, pursuant to which it will acquire (the "Acquisition") all the issued and outstanding share capital of 1468289 B.C. Ltd. ("BC Co") with closing subject to acceptance by the TSX Venture Exchange ("TSXV"). As the Acquisition is considered both a "Reviewable Transaction" and a "Fundamental Acquisition" under the policies of the TSXV, trading of Infield's shares has been halted but is expected to resume upon filing of a 43-101 Technical Report1 regarding the Kings Canyon Property (as defined below) with the TSXV. In accordance with the policies of the TSXV, Infield will issue a news release regarding the status of the Acquisition every 30 days following this trading halt until the Acquisition is complete and a news release has been issued confirming closing of the Acquisition.
BC Co is a privately owned company incorporated pursuant to the laws of British Columbia on February 28, 2024. Mario Stifano ("Stifano") and Ewan Downie ("Downie") each own 50% of the outstanding share capital of BC Co. BC Co's sole asset is an option agreement with Geomark Minerals USA Inc. ("Geomark") to acquire an undivided 100% interest in the Kings Canyon property (the "Property" or "Kings CanyonProperty") in the state of Utah, USA (the "Kings Canyon Option Agreement"). Upon completion of the Acquisition, Infield will own 100% of BC Co in consideration for the issuance to each of Stifano and Downie of 2,711,448 (5,422,896 in the aggregate) common shares of the Company at a deemed price of $0.015 per share. The securities of Infield to be issued pursuant to the Acquisition will be subject to a statutory hold period of four months and one day from issuance in accordance with Canadian securities laws.
"Infield is exceptionally pleased to be moving forward with the addition of Kings Canyon to our project portfolio and to welcome Mario Stifano and Ewan Downie as shareholders of Infield," stated Evandra Nakano, President and CEO of Infield. Ms. Nakano continued, "we look forward to the opportunities to create value for shareholders in the coming years through advancing the known deposit areas, exploring the upside potential and pursuing additional value-add transactions."
Kings Canyon Property
Project Highlights:
The Kings Canyon Property is host to disseminated "Carlin-type" gold mineralization within an emerging mineral district, 30 km east of the Nevada border in western Utah
The Crown Zone hosts a near surface oxide gold deposit that reportedly contains an unclassified historical resource* of 6.8 million tons grading 0.030 ounces per ton ("opt") (1.02 grams per tonne ("g/t")) gold for >200,000 ounces, using a cut-off grade of 0.013 opt (0.44 g/t) (*see below)
Royal Zone drilling has outlined a mineralized footprint comparable in size to the Crown Zone; 2012 historical results include (see sedarplus.ca for Pine Cliff Energy Ltd. AIF dated January 25, 2013 and March 21, 2013):
1.1 g/t gold over 33.5 m in hole KC12-17
1.0 g/t gold over 27.4 m in hole KC12-19
1.54 g/t gold over 30.5 m in hole KC12-22
1.27 g/t gold over 21.3 m in hole KC12-23
1.15 g/t gold over 27.4 m in hole KC12-24
Opportunity to better delineate known deposit areas and to explore the potential for expansion and new discoveries among similar host rocks
The Kings Canyon Property is located in Millard County, Utah, within the emerging Kings Canyon mining district, and consists of approximately 2,500 acres comprising 129 unpatented mining claims and one (1) 640-acre State of Utah metalliferous minerals lease (Figure 1). The Kings Canyon mining district is situated along the edge of the upper Proterozoic rift within the U.S. Great Basin, approximately 30 km east of the Nevada border. While the district hosts numerous mineral occurrences, it has lacked the consistent and sustained exploration required to uncover the area's full mineral potential.
Gold at the Property occurs as disseminated, Devonian carbonate-hosted mineralization, analogous to the "Carlin-type" deposits, that are well documented throughout northern and central Nevada, as well as western Utah. The Kings Canyon Property is host to two known oxide gold mineralized zones: the Crown Zone and the Royal Zone, which have been outlined by more than 200 historical drill holes.
The Crown Zone has been explored since at least the late 1980s and hosts a near surface oxide gold deposit with a strike length of approximately 800 m. The zone reportedly contains an unclassified historical resource* of 6.8 million tons grading 0.030 opt (1.02 g/t) gold using a 0.013 opt (0.44 g/t) cut-off grade (*see below). Most of the historical drill holes were vertically oriented and completed via reverse circulation drilling that targeted disseminated mineralization and did not adequately test for potential high-grade feeder systems at depth.
*The historical estimate does not comply with CIM definition standards on Mineral Resources and Mineral Reserves as required by NI 43-101 and is not relevant to NI 43-101. The historical estimate was reported by Crown Resources Corporation in its 10-K annual report filed on April 1, 2002, with the SEC. The historical estimate was prepared prior to enactment of NI 43-101 and details of estimation methodology are not provided. A qualified person has not done sufficient work to classify the historical estimate as a current mineral resources or mineral reserves and the historical estimate is not considered reliable. The Company is not treating the historical estimate as current mineral resources or mineral reserves. Historical data available to the Company indicates drilling was completed on the Property subsequent to the historical estimate. The Company has not determined the full extent of work required to verify or upgrade the historical estimate as a current mineral resource, however, initial steps could involve a review of the historical assay quality assurance/quality control ("QA/QC") methods, inspection of available assay certificates and logs, and additional drilling and assaying.
The Royal Zone is situated approximately one (1) km south of the Crown Zone, with disseminated gold mineralization hosted in the same carbonate rocks as the Crown Zone. This permissive stratigraphy underlies much of the project area, providing additional opportunities for discovery. The most recent drilling at the Royal Zone was conducted by Geomark Exploration Ltd. in 2012 and 2013, with results including 1.1 g/t gold over 33.5 m in hole KC12-17, 1.0 g/t gold over 27.4 m in hole KC12-19, 1.54 g/t gold over 30.5 m in hole KC12-22, 1.27 g/t gold over 21.3 m in hole KC12-23, and 1.15 g/t gold over 27.4 m in hole KC12-24 (see sedarplus.ca for Pine Cliff Energy Ltd. AIF dated January 25, 2013 and March 21, 2013). Since 2013, the Kings Canyon project has remained dormant in an oil and gas company's portfolio until BC Co entered into the Kings Canyon Option Agreement on February 29, 2024.
Figure 1: Kings Canyon claims location map showing the primary claims package. The 22 BLM claims located to the south of the primary claims package are not depicted.
Pursuant to the terms of the Kings Canyon Option Agreement, in order to earn a 100% undivided interest in the Property, subject to pre-existing royalties ranging from two to five percent, the Company must (through BC Co as a wholly-owned subsidiary of the Company) pay to Geomark a total of $1,200,000 over a period of thirty (30) months in accordance with the following schedule:
$300,000 within five days of closing of the Acquisition;
$300,000 on or before the date, which is six months after closing of the Acquisition, one-half of which may be paid in common shares of Infield2, at its sole option;
$300,000 on or before the date, which is eighteen months after closing of the Acquisition, one-half of which may be paid in common shares of Infield1, at its sole option; and
$300,000 on or before the date which is thirty (30) months after closing of the Acquisition, one-half of which may be paid in common shares of Infield1, at its sole option.
Following exercise of the Option and transfer of the Property to BC Co, Infield (through BC Co) shall make the following payments to Geomark if the following events occur:
$1,000,000 upon filing of a 43-101 Technical Report describing 400,000 ounces or more of Mineral Product3 within the Property; and
$2,000,000 upon achievement of aggregate production of no less than 5,000 ounces of Mineral Product from mining operations on the Property.
The Acquisition is an arm's length transaction as defined in the policies of the TSXV. No finders' fees are applicable in connection with the Acquisition or Kings Canyon Option Agreement.
A copy of the Share Purchase Agreement will be filed and will be accessible under Infield's profile on SEDAR (www.sedarplus.ca).
Completion of the Acquisition is subject to a number of conditions, including TSXV acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all.
1Means a technical report, as such term is defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects.
2The price of the common shares issuable under all option payments is based on the 30-day volume weighted average trading price of Infield's common shares following Infield's notice to Geomark of its intention to pay in common shares. If such issue price is less than the price permitted by the TSXV, the issue price shall be adjusted to be the lowest price per common share permitted by the TSXV.
3Valuable rock, minerals, precious metals, ore and other valuable substances extracted from the Property.
Qualified Person
Technical information in this news release has been reviewed and approved by Andrea Diakow, P.Geo., a geological consultant and a Qualified Person as defined by National Instrument 43-101.
The potential quantity and grade of mineralization described herein is conceptual in nature as there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in targets being delineated as a mineral resource. Drill core samples collected by Geomark Exploration Ltd. in 2012 and 2013 were analysed by fire assay with an atomic absorption finish, with analysis completed by ALS Minerals in Reno, Nevada. ALS Global laboratories are independent and ISO/IEC-17025 accredited. For additional information on sample preparation, analysis and QA/QC, please refer to Pine Cliff Energy Ltd.'s Annual Information Form dated January 25, 2013 and March 21, 2013, which are available on sedarplus.ca. The Company is relying on historical assay information provided by Pine Cliff Energy Ltd. and has not verified the accuracy of the information.
For more information, please contact Evandra Nakano, the CEO, President and a director of the Company, at +1 (604) 220-4691 or email: [email protected]
On Behalf of the Board of Directors ofInfield Minerals Corp.
Evandra Nakano President, CEO & Director
About Infield
Infield Minerals is currently exploring for gold within the U.S. Great Basin. Our mission is to grow and deliver value through discovery, acquisitions and sustainable development of high quality, high potential assets for the social and economic benefits of our stakeholders. Founded in 2020, Infield is led by a team of mining entrepreneurs with extensive technical and resource evaluation experience.
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.
Forward-Looking Statements
Statements included in this announcement, including statements concerning Infield's plans, intentions and expectations, which are not historical in nature, are intended to be, and are hereby identified as, "forward‐looking statements". Forward-looking statements include, without limitation, resumption of trading of Infield common shares, completing the acquisition of 1468289 B.C. Ltd. and TSXV acceptance thereof,andInfield's exploration plans, including for the Kings Canyon property. Forward‐looking statements may be, but are not always, identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. Infield cautions readers that forward‐looking statements, including without limitation those relating to Infield's future operations and business prospects, are subject to certain risks and uncertainties (including geopolitical risk, regulatory, COVID-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning future developments, circumstances or results, will materialize. The forward-looking statements included in this news release are made as of the date of this new release and Infield does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
