TIDMCDL
RNS Number : 7292P
Cloudbreak Discovery PLC
21 October 2021
21 October 2021
Cloudbreak Discovery Plc
("Cloudbreak" or the "Company")
1315843 B.C. Ltd. to be acquired by Power Group Projects
Corp.
Cloudbreak Discovery Plc (LSE: CDL), a natural r esource project
generator, is pleased to announce that Power Group Projects Corp
("PGP") (TSX-V: PGP) has signed a Letter of Intent ("LOI") with
1315843 B.C. Ltd. ("BCCo."), Cloudbreak's exploration partner on
the Atlin West Project (the "Project"), to acquire all of the
outstanding share capital of BCCo. (the "Transaction").
Highlights:
-- Upon closing the Transaction, PGP will assume all obligations
of BCCo.'s option agreement with Cloudbreak, the terms of which
Cloudbreak has agreed to modify to assist with the completion of
the transaction
-- Cloudbreak has agreed to amend the terms announced on August 19(th) 2021 as follows:
o Over a three-year period, in order to acquire 75% undivided
interest in the Project, PGP will:
-- issue 3,000,000 common shares on completion of the
transaction
-- make aggregate payments of CAD $325,000 in cash
-- complete an aggregate of CAD $700,000 of exploration
o Upon completion of the option obligations agreed between
Cloudbreak and BCCo. the parties will enter into a joint venture
within 30 days to fund exploration on the Project on a pro rata
basis. If either party's interest should fall below 10% it will
automatically convert into a 2% net smelter royalty. The continuing
Party will have an option to acquire 50% of the net smelter royalty
for CAD $1,500,000.
-- Cloudbreak has acquired by way of private placement an
additional allotment of 2,350,000 shares at CAD $0.001 of BCCo.
Kyler Hardy, CEO of Cloudbreak Discovery, commented, "We are
pleased to see the management of 1315843 B.C. Ltd. entering into
this agreement with Power Group Projects Corp. Having the resulting
issuer listed on the TSX-V will greatly aid in securing additional
capital for the advancement of the projects and we believe the
management of PGP will be exceptional partners to have on this
asset."
About the proposed Transaction between BCCo. And PGP
The proposed Transaction will have PGP acquiring all of the
outstanding share capital of BCCo. By issuing 24,000,000 common
shares to the shareholders of BCCo., making a refundable cash
payment in the amount of CAD $50,000 on signing this LOI which is
to be released upon signing a definitive agreement and an
additional CAD $50,000 cash payment upon closing of the proposed
transaction. Upon closing the Transaction PGP will assume all
obligations of BCCo.'s option agreement with Cloudbreak.
PGP and BCCo. will have a 30-day due diligence period which can
be extended for an additional 30 days upon agreement of both
parties. Closing of the Transaction is subject to customary closing
conditions including approval of the TSX Venture Exchange.
- Ends -
For additional information please contact:
Cloudbreak Discovery Tel: +1 604 428 9480
PLC
Kyler Hardy, CEO khardy@cloudbreakdiscovery.com
Henrik Mikkelsen, VP hmikkelsen@cloudbreakdiscovery.com
Corporate Development
Novum Securities Tel: +44 7399 9400
Financial Adviser
and Broker
David Coffman / Lucy
Bowden
Colin Rowbury
Blytheweigh Tel: +44 207 138 3204 Cloudbreak@blytheweigh.com
(Financial PR/IR-London)
Tim Blythe
Megan Ray
Stellium Services Tel: +44(0)207.129.1205 Cloudbreak@StelliumServices.com
(Investor Relations)
www.StelliumServices.com Andrew Wilson
Claire Bowden
Qualified Person
Mr. Rory Kutluoglu P. Geo., Chief Operating Officer of the
Company, is the Qualified Person ("QP") under NI 43-101 for the
technical information in this news release, has verified the data
disclosed and approves the technical contents contained in this
news release.
About Cloudbreak
Cloudbreak Discovery PLC is a leading natural resource project
generator, working across a wide array of mineral assets that are
being developed and managed by an experienced team with a proven
track record. Value accretion within the projects being developed
by Cloudbreak's generative model enables a multi asset approach to
investing. Diversification within the mining sector and amongst
resource classes is key to withstanding the cycles of natural
resource investing.
About the Atlin West Project
The Atlin West Project is underlain by undivided sedimentary and
volcanic rocks of the Cache Creek Complex, which have been
subsequently intruded by late Cretaceous felsic volcanic and
intrusive rocks. The area is bounded by the Nahlin fault and
cross-cut by east-west and northwest trending faults.
These structures are known to be associated with base and
precious metals in the region, specifically the The Engineer and
Yellowjacket Mines. Mineralisation on the property includes the
Dundee/Table Mountain showing, which is comprised of northeast
trending veins with galena and chalcopyrite, assaying 2.58 ounces
per tonnes of silver, 26% lead and 13.9% copper in 1967. Limited
work has been reported on the property and additional exposures
are, as yet, untested as glacial recession has progressed in the
past several decades since this work was last conducted.
Details and characteristics to hone exploration can be inferred
from known mineralization in the regional analogues.
The Engineer Mine was in production in the 1920's and 1930's,
and produced in excess of 18,000 ounces of gold and 9,000 ounces of
silver. Production was at realised grades exceeding 39 grammes per
tonne of gold and 20 grammes per tonne of silver. A mineral
resource estimate published in 2018 stated the Engineer Mine
contains an inferred resource of 41,000 tonnes grading 19.0 grammes
per tonne of gold, using a five gramme per tonne cut-off grade,
which equated to 25,000 ounces of gold.
At the Yellowjacket Mine, an historic estimate stated 133,000
tonnes at 5.8 grammes per tonne of gold, totalling 24,000 ounces of
gold at a 1.5 gramme per tonne of gold cut-off (Price, B.J. and
Dandy, L., 2009; Technical Report on the Yellowjacket Gold Project;
43-101 Report). The 2009 Yellowjacket Inferred resource estimate
was done for a previous operator according to NI 43-101 standards
at that time. A qualified person has not done sufficient work to
classify the historical estimate as a current mineral resource and
neither the current owner, nor the Company is treating the
historical estimate as a current mineral resource.
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END
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October 21, 2021 02:00 ET (06:00 GMT)
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