News
Bitterroot Resources Enters into Letter of Intent With Altius Minerals for Strategic Financing Transaction
June 22, 2015
Bitterroot Resources Ltd. (BTT, TSX-V), ("Bitterroot") has entered into a binding letter of intent with Altius Resources Inc. ("Altius"), a wholly-owned subsidiary of Altius Minerals Corporation (ALS, TSX), setting out the terms of a strategic transaction (the "Transaction") pursuant to which Altius will finance future mineral exploration on Bitterroot's Voyageur Lands and Copper Range Lands in the Upper Peninsula of Michigan (the "Properties"). Altius will pay C$400,000 to Bitterroot and will commit to fund C$600,000 of exploration expenditures on the Properties within one year of the closing date of the Transaction (the "Closing Date"). Bitterroot will manage the Year 1 exploration program. In consideration for the foregoing payments and exploration expenditures, Altius will receive 50.1% of the outstanding shares of Trans Superior Resources, Inc. ("Trans Superior"), Bitterroot's wholly-owned subsidiary which holds the Properties, plus approximately 4,000,000 common shares of Bitterroot, to be issued after Bitterroot completes a 10:1 share consolidation and certain shares-for-debt settlements. Upon completion of the share consolidation, the share issuance to Altius and the shares-for-debt settlements, Altius will own 19.99% of the outstanding common shares of Bitterroot.
Altius will also have the right to acquire an additional 19.9% of Trans Superior by completing C$2.5 million in exploration spending on the Properties by the 6th anniversary of the Closing Date, plus the right to acquire an additional 10% of Trans Superior 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, by the 10th anniversary of the Closing Date. Trans Superior will also grant to Altius a 2% net smelter returns (NSR) royalty on the Voyageur Lands (covering approximately 250 square miles of mineral rights) and will also assign to Altius its right to purchase a 1% NSR held by a third party on the Copper Range Lands.
"Given the Altius team's proven technical, financial and entrepreneurial expertise, we are pleased to have the opportunity to work together in Michigan and are looking forward to a mutually beneficial relationship", commented Bitterroot's CEO, Michael Carr.
Bitterroot's mineral rights in the Upper Peninsula of Michigan cover Early and Middle-Proterozoic terranes on the south side of the Mid-Continent Rift, which are prospective for high-grade, conduit-hosted Ni-Cu-PGM deposits similar to the Eagle, Eagle East, BIC and Tamarack deposits.
The completion of the Transaction is subject to a number of conditions precedent, including completion of definitive documentation, the completion of due diligence satisfactory to Altius, and the receipt of the approval of the TSX Venture Exchange. 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 and CEO
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.
Altius will also have the right to acquire an additional 19.9% of Trans Superior by completing C$2.5 million in exploration spending on the Properties by the 6th anniversary of the Closing Date, plus the right to acquire an additional 10% of Trans Superior 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, by the 10th anniversary of the Closing Date. Trans Superior will also grant to Altius a 2% net smelter returns (NSR) royalty on the Voyageur Lands (covering approximately 250 square miles of mineral rights) and will also assign to Altius its right to purchase a 1% NSR held by a third party on the Copper Range Lands.
"Given the Altius team's proven technical, financial and entrepreneurial expertise, we are pleased to have the opportunity to work together in Michigan and are looking forward to a mutually beneficial relationship", commented Bitterroot's CEO, Michael Carr.
Bitterroot's mineral rights in the Upper Peninsula of Michigan cover Early and Middle-Proterozoic terranes on the south side of the Mid-Continent Rift, which are prospective for high-grade, conduit-hosted Ni-Cu-PGM deposits similar to the Eagle, Eagle East, BIC and Tamarack deposits.
The completion of the Transaction is subject to a number of conditions precedent, including completion of definitive documentation, the completion of due diligence satisfactory to Altius, and the receipt of the approval of the TSX Venture Exchange. 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 and CEO
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.