ArcPacific Signs Option Agreement to Acquire Blackdome Property and Announces Private Placement Offering
TSX Venture Exchange Symbol: ACP
July 17, 2020
Vancouver, BC – ArcPacific Resources Corp. (“ACP” or the "Company”) (TSX-V: ACP) is pleased to announce that it has entered into an option agreement (the “Option Agreement”) to acquire 100% of Blackdome property, located in in the Central Cariboo Region of South Central British Columbia.
The Blackdome property is considered to be prospective for gold and silver mineralization and is located in the Clinton Mining Division approximately 120 kilometres southwest of the City of Williams Lake. The project area covers 586 ha. The property has been explored since 1980’s but has never been drilled. Anomalous gold-silver mineralization is hosted in quartz veins sub-cropping over an area of approximately 1,300 by 700m. Quartz veins have typical low sulfidation, banded, vuggy, bladed and chalcedonic epithermal textures. The Blackdome project is underlined by Cretaceous Power Creek Volcanics and sediments belonging to Tylor Creek group. These two units were intruded by hornblende feldspar porphyries (HFP). Gold-silver mineralization identified in the Blackdome property appears to be associated with intrusions that possibly served as a “conduit” for the hydrothermal mineralization.
The Company plans to complete an extensive data compilation program on the Blackdome project in order to better define the target areas on the property.
Terms of the Option Agreement
Under the terms of the Option Agreement, ACP has the option to acquire a 100% interest in the Property by making the following cash payments and share issuances:
- An initial cash payment of $20,000 and issuing 200,000 common shares within 14 days of the acceptance date of the TSX Venture Exchange (the “Acceptance Date”)
- A cash payment of $30,000 on or before the first anniversary of the Acceptance Date
- A cash payment of $40,000 and issuing 300,000 common shares on or before the second anniversary of the Acceptance Date
- A cash payment of $60,000 and issuing 300,000 common shares on or before the third anniversary of the Acceptance Date
- Issuing 400,000 common shares on or before the fourth anniversary of the Acceptance Date
In addition, ACP will pay a 1.5% Net Smelter Return royalty (the “NSR”) to the optionor on commencement of commercial production. The Company will have the right, at any time prior to the commencement of commercial production, to purchase 1.0% of the 1.5% NSR for $1,000,000.
To fund an initial expenditure on the project along with working capital of the Company, ACP intends to raise up to $600,000 by way of a non-brokered private placement (the “Offering”) of units, where a unit (a “Unit”) consists of one common share (a “Common Share”) of the Company and one half of warrant (a “Warrant”) of the Company to purchase one Common Share. The Unit will be priced at $0.05 per Unit. Each whole Warrant entitles the holder to purchase one Common Share within one year from the Closing Date (as hereinafter defined) of the Offering at a price of $0.10 per Common Share. A finder’s fee may be paid as part of the financing.
As part of this non-brokered financing, the Warrants are subject to an acceleration clause. This clause states that if, four months and one day after the Warrants are issued, the closing price of the common shares of the Company, on the principal market on which such shares trade, is equal to, or exceeds, $0.20 for 10 consecutive trading days (with the 10th such trading date hereafter referred to as the “Eligible Acceleration Date”), the Warrant expiry date shall accelerate to a date 20 calendar days after issuance of a press release by ACP announcing the accelerated Warrant term — provided, no more than five business days following the Eligible Acceleration Date, that the press release is issued; and written notices are sent to all Warrant holders.
The Offering is being made pursuant to certain Canadian prospectus exemptions, including the “existing securityholder” exemption and “purchasers advised by investment dealers” exemption, where applicable. Both the “existing securityholder” and “purchasers advised by investment dealers” exemptions are collectively referred to as the “Existing Securityholder and Retail Investor Exemptions”. Existing shareholders of ACP who wish to subscribe for Units pursuant to the Offering, who held common shares of ACP as of July 17, 2020 and who continue to hold common shares of ACP, and who are permitted to subscribe under the Existing Securityholder and Retail Investor Exemptions should contact the Company pursuant to the contact information set forth below in order to participate in the Offering. There are no other material facts or material changes regarding the Company that has not been generally disclosed.
The closing for the Offering is expected to close on or about Aug. 31, 2020 (the “Closing Date”) but may close earlier or later or not at all. Closing of the Offering is also subject to TSX Venture final acceptance.
All securities issued will be subject to a four month hold period.
ArcPacific Resources Corp. (TSX-V: ACP) is a Canadian based company focused on creating shareholder value through discoveries and strategic development of mineral properties. The Company is now seeking new business opportunities or mineral properties. For further information, please visit http://www.arcpacific.ca.
ON BEHALF OF THE BOARD OF DIRECTORS
Interim CEO and Director
The forward-looking statements contained in this press release are made as of the date hereof and ArcPacific Resources Corp. undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Adrian Smith, P.Geo., is Qualified Person as defined by National Instrument 43-101 for the above mentioned project. The QP is a member in good standing of the Association of Professional Engineers and Geoscientists of British Columbia (APEGBC) as a registered Professional Geoscientist (P.Geo). Mr. Smith has reviewed and approved the technical information disclosed above.