News
Bitterroot Resources and Altius Minerals Close Strategic Financing Transactions
September 29, 2015
Bitterroot Resources Ltd. (BTT, TSX-V) and its subsidiaries (collectively, "Bitterroot") and several wholly-owned subsidiaries of Altius Minerals Corporation (ALS, TSX) (collectively, "Altius") have closed a strategic transaction (the "Transaction") under which Altius will finance future mineral exploration on Bitterroot's Voyageur Lands and Copper Range Lands in the Upper Peninsula of Michigan (the "Properties").
As part of the Transaction, Altius has acquired a 50.1% interest in the Properties, which will revert to Bitterroot if Altius does not fund C$600,000 of exploration expenditures on the Properties before September 29, 2016. Following the Year 1 earn-in, Altius will have the right to acquire an additional 19.9% of the Properties by completing C$2.5 million in exploration spending by September 29, 2021, plus the right to acquire an additional 10% of the Properties by completing exploration spending of a further C$5 million, or completing an NI 43-101 compliant pre-feasibility study on a mineral resource on the Properties, before September 29, 2025. Bitterroot has also granted to Altius a 2% net smelter returns (NSR) royalty on the Voyageur Lands (covering approximately 250 square miles of mineral rights) and has assigned to Altius its right to repurchase a 1% NSR held by a third party on the Copper Range Lands, both of which are subject to Altius funding the required Year 1 exploration expenditures.
Bitterroot will manage the Year 1 exploration program, which will include detailed airborne electromagnetic surveys and associated geological, geochemical and geophysical data processing, analyses and compilations. The objective of the first year's exploration program is to develop drill targets which are prospective for high-grade, conduit-hosted Ni-Cu-PGM deposits similar to the Eagle, Eagle East, BIC and Tamarack deposits.
In conjunction with the Transaction, Bitterroot has consolidated its common shares on a 10 (ten) old for 1 (one) new basis, with any fractional shares being rounded down to the next whole number. Prior to the consolidation there were 132,308,327 common shares of Bitterroot outstanding, which were consolidated into a total of 13,230,831 common shares. A letter of transmittal in respect of the share consolidation will be available on the Company's website and will also be filed under Bitterroot's profile on SEDAR. Bitterroot's common shares began trading on a post-consolidation basis effective at the opening of the TSX Venture Exchange on September 29, 2015.
Immediately following the completion of the share consolidation, Bitterroot settled debts of C$307,702 through the issuance of 3,077,022 post-consolidation common shares at a deemed price of C$0.10 per share.
Altius has also subscribed on a private placement basis for 4,051,514 post-consolidation common shares of Bitterroot, priced at C$0.0987 per share for gross proceeds of C$400,000. Upon completion of the share consolidation, the share issuance to Altius and the shares-for-debt settlements, an aggregate of 20,359,367 common shares of Bitterroot are outstanding, of which 19.9% are held by Altius. The common shares issued to Altius and those issued under the debt settlements will be subject to a hold period ending January 30, 2016.
Michael Carr, CEO of Bitterroot stated; "I am looking forward to resuming exploration on Bitterroot's 350 square-miles of mineral titles in the Upper Peninsula of Michigan in the very near future and working with Altius' exploration team."
Additional information on Bitterroot Resources Ltd. is available at www.bitterrootresources.com. Additional information on Altius Minerals Corporation is available at www.altiusminerals.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Michael S. Carr
Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS: This document contains statements about expected or anticipated future events and/or financial results that are forward-looking in nature, including statements with respect to the planned completion of the Transaction, and as a result, are subject to certain risks and uncertainties, such as the failure to fulfill the conditions precedent to the Transaction, general economic, market and business conditions, regulatory processes and actions, technical issues, new legislation, competitive conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and the company's ability to execute and implement its future plans. Actual results may differ materially from those projected by management, and therefore undue reliance should not be placed on any forward looking statements. Bitterroot disclaims any intent or responsibility to update any forward looking statements contained herein, except as required by applicable securities laws. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.
As part of the Transaction, Altius has acquired a 50.1% interest in the Properties, which will revert to Bitterroot if Altius does not fund C$600,000 of exploration expenditures on the Properties before September 29, 2016. Following the Year 1 earn-in, Altius will have the right to acquire an additional 19.9% of the Properties by completing C$2.5 million in exploration spending by September 29, 2021, plus the right to acquire an additional 10% of the Properties by completing exploration spending of a further C$5 million, or completing an NI 43-101 compliant pre-feasibility study on a mineral resource on the Properties, before September 29, 2025. Bitterroot has also granted to Altius a 2% net smelter returns (NSR) royalty on the Voyageur Lands (covering approximately 250 square miles of mineral rights) and has assigned to Altius its right to repurchase a 1% NSR held by a third party on the Copper Range Lands, both of which are subject to Altius funding the required Year 1 exploration expenditures.
Bitterroot will manage the Year 1 exploration program, which will include detailed airborne electromagnetic surveys and associated geological, geochemical and geophysical data processing, analyses and compilations. The objective of the first year's exploration program is to develop drill targets which are prospective for high-grade, conduit-hosted Ni-Cu-PGM deposits similar to the Eagle, Eagle East, BIC and Tamarack deposits.
In conjunction with the Transaction, Bitterroot has consolidated its common shares on a 10 (ten) old for 1 (one) new basis, with any fractional shares being rounded down to the next whole number. Prior to the consolidation there were 132,308,327 common shares of Bitterroot outstanding, which were consolidated into a total of 13,230,831 common shares. A letter of transmittal in respect of the share consolidation will be available on the Company's website and will also be filed under Bitterroot's profile on SEDAR. Bitterroot's common shares began trading on a post-consolidation basis effective at the opening of the TSX Venture Exchange on September 29, 2015.
Immediately following the completion of the share consolidation, Bitterroot settled debts of C$307,702 through the issuance of 3,077,022 post-consolidation common shares at a deemed price of C$0.10 per share.
Altius has also subscribed on a private placement basis for 4,051,514 post-consolidation common shares of Bitterroot, priced at C$0.0987 per share for gross proceeds of C$400,000. Upon completion of the share consolidation, the share issuance to Altius and the shares-for-debt settlements, an aggregate of 20,359,367 common shares of Bitterroot are outstanding, of which 19.9% are held by Altius. The common shares issued to Altius and those issued under the debt settlements will be subject to a hold period ending January 30, 2016.
Michael Carr, CEO of Bitterroot stated; "I am looking forward to resuming exploration on Bitterroot's 350 square-miles of mineral titles in the Upper Peninsula of Michigan in the very near future and working with Altius' exploration team."
Additional information on Bitterroot Resources Ltd. is available at www.bitterrootresources.com. Additional information on Altius Minerals Corporation is available at www.altiusminerals.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Michael S. Carr
Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS: This document contains statements about expected or anticipated future events and/or financial results that are forward-looking in nature, including statements with respect to the planned completion of the Transaction, and as a result, are subject to certain risks and uncertainties, such as the failure to fulfill the conditions precedent to the Transaction, general economic, market and business conditions, regulatory processes and actions, technical issues, new legislation, competitive conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and the company's ability to execute and implement its future plans. Actual results may differ materially from those projected by management, and therefore undue reliance should not be placed on any forward looking statements. Bitterroot disclaims any intent or responsibility to update any forward looking statements contained herein, except as required by applicable securities laws. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.