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Optimum Ventures Ltd. announces the completion of a definitive agreement to acquire mineral claims in Alaska ” Alaska

Optimum Ventures Inc

Optimum Ventures Inc

VANCOUVER, British Columbia, Nov. 25, 2022 (GLOBE NEWSWIRE) — Optimum Ventures Ltd. (“Optimum” or the “Company”) (TSXV:OPV), is pleased to announce that the Company has entered into a share exchange agreement dated November 24, 2022 (the “approval“) with all shareholders of 1309762 BC Ltd. (the “salesperson“), a privately held corporation incorporated under the laws of British Columbia, pursuant to which the Company has agreed to acquire all of the issued and outstanding common shares from the Vendor’s stockholders in exchange for 3,000,000 common shares of the Company (“Optimal stocks’) subject to the terms set out in the Agreement (the ‘transaction“) and approval of the TSX Venture Exchange (the “TSXV“).

The vendor holds 19 contiguous mining claims comprising approximately 208 hectares of the Salmon Property located in the Hyder Mining District of southeast Alaska along the Panhandle just east of the Salmon River. The property is conveniently located close to amenities such as an all weather highway, town and power line and tidal water docks. As of May 31, 2022, the seller had $319,000 in cash.

Andrew Bowering, Chairman and Director of Optimum, stated, “We are focused on actively seeking opportunities to expand our interests in the highly prospective Golden Triangle region and this strategic prospective acquisition represents another promising project that is strategically well-placed Located in the Golden Triangle area and complementing our existing Harry property.”

Under the terms of the Agreement, Seller’s stockholders will exchange all of the issued and outstanding shares of Seller for 3,000,000 Optimum Shares at a deemed value of the discounted market price (as such term is used in the TSXV Corporate Finance Manual) per Optimum Share. Closing of the transaction is subject to a number of conditions, including TSXV approval and preparation of a technical report prepared in accordance with National Instrument 43-101 – Disclosure Standards for Mineral Projects. The transaction is an arm’s length transaction as defined in the policies of the TSXV and the Company anticipates that the transaction will qualify as an “accelerated acquisition” under Policy 5.3 – Acquisitions and Disposals of Tangible Assets of the Corporate Finance Manual. In connection with the transaction and in consideration for the 1330841 BC Ltd. (the “finder“) upon identifying and establishing the opportunity for the Company to acquire all of the issued and outstanding shares of Vendor, the Company agreed to pay the independent finder a finder’s fee consisting of 150,000 common shares of Optimum (the “finder shares’) to the finder, subject to TSXV approval. The Optimum Shares and any Finder Shares to be issued in connection with the Transaction will be subject to a statutory hold period of four months and one day from the Closing Date upon closing.

Qualified Person

Mr. Edward Kruchkowski P.Geo., a member of the Company’s Board of Directors and registered in the Provinces of British Columbia, is the “Qualified Person” as defined by National Instrument 43-101 and is responsible for the technical content of this news release and has authorized the disclosure the technical information contained herein.

About Optimum

Optimum is a Canada-based mineral exploration company actively exploring opportunities in the resource sector. Its properties and projects are all located in British Columbia and the foothills of the Golden Triangle from northern British Columbia to Alaska. The Company has an option agreement with Teuton Resources Corp. under which Teuton has agreed to grant Optimum the option to earn up to an 80% interest in the Harry property located near Stewart, BC

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains certain statements and information that may constitute “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of the Company’s management with respect to future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates” or variations of such words and phrases or statements that certain actions, events or results “may”. “could”, “should”, “would” or “occur”. Forward-looking statements include those relating to the proposed closing of the transaction or the receipt of TSXV approval for the transaction. There are no assurances that the transaction will will be completed as planned or at all. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control among others: risks and uncertainties related to Optimum’s ability to make all payments and expenditures required under its mineral property acquisition agreements; and other risks and uncertainties related to the actual results of current exploration activities, the uncertainty of Reserve and resource estimates; the uncertainty in estimates and projections relating to production, costs and expenses; risks related to the grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with adjacent properties and the Company’s expectations; operational risks and hazards associated with the mining business (including environmental accidents and hazards, industrial accidents, equipment failure, unusual or unexpected geological or structural formations, collapses, floods and severe weather); metal price fluctuations; environmental and regulatory requirements; availability of permits, failure to convert estimated mineral resources into reserves, inability to complete a feasibility study recommending a production decision, the preliminary nature of metallurgical test results, variable gold prices, the possibility of equipment failures and delays, exploration cost overruns, availability of capital and financing , general economic, political risks, market or business conditions, regulatory changes, timeliness of governmental or regulatory approvals and other risks associated with the mineral exploration and development industry and the risks identified in the filings made by the Company on SEDAR are companies with securities regulators. Although the Company believes that the assumptions and factors used in preparing the forward-looking information contained in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release and does not constitute any representation can be assumed that such events will occur in the periods indicated or at all. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Securities have not been and will not be issued pursuant to the United States Securities Act of 1933, as amended (the “US Securities Act ’) or other state securities laws and may not be offered or sold within the United States or to any US person unless registered under the US Securities Act and applicable state securities laws or unless an exemption from such registration is obtained.

CONTACT: FOR FURTHER INFORMATION PLEASE CONTACT: Tyler Ross Optimum Ventures Ltd. Tel: (604) 428-6128 [email protected]