Castlebar Capital Corp. Announces Proposed Qualifying Transaction

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Vancouver, British Columbia--(Newsfile Corp. - December 11, 2020) - Castlebar Capital Corp. (TSXV: CBAR.P) ("Castlebar" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated December 9, 2020 with 1162832 B.C. Ltd. (the "Assignor", a British Columbia corporation) respecting a proposed transaction (the "Transaction") pursuant to which Castlebar intends to assume all of 1162832's right, title and interest, as optionee, in and to a property option agreement (the "Option Agreement") dated January 10, 2019, as amended September 10, 2020, respecting the Southern Spectrum mineral property (the "Property") in British Columbia. Under the LOI, Castlebar and the Assignor have agreed to act in good faith to draft, negotiate and execute a definitive agreement (the "Definitive Agreement") respecting the Transaction, which will supersede the LOI.

The Transaction is intended to qualify as Castlebar's "Qualifying Transaction" as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"). Following closing, the resulting issuer (the "Resulting Issuer") will be a "Mining" issuer under the policies of the Exchange. Trading of the common shares of Castlebar will remain halted in connection with the dissemination of this press release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed Transaction will follow in future press releases.

About the Southern Spectrum Property

The Property is situated in the Lillooet Mining Division of British Columbia, Canada. The Southern Spectrum Property is an early stage Porphyry exploration project (Cu-Mo-Ag-Au: Copper, Molybdenum, Silver, Gold) covering 1,874.4 hectares in southern British Columbia. The Property is located approximately 27 km northwest of Pemberton, B.C

The Transaction

Under the Transaction, Castlebar, the Assignor and the two optionors under the Option Agreement, Christopher R. Paul and Michael A. Blady (collectively, the "Optionor"), will negotiate, execute and deliver the Definitive Agreement, pursuant to which Castlebar will assume all of 1162832's right, title and interest, as optionee, in and to the Option Agreement, which Option Agreement will be amended and restated as part of the Definitive Agreement.

As consideration for the assignment of the Option Agreement by 1162832 to Castlebar, Castlebar: (a) has paid $10,000 to 1162832 as a non-refundable deposit; (b) will issue 500,000 common shares of Castlebar (each, a "Share") to 1162832 on the closing date of the Transaction (the "Closing Date"); and (c) will issue an additional 1,000,000 Shares to 1162832 on the date which is six months from the Closing Date.

The Option Agreement provides the optionee thereunder with the right to earn a 100% interest in the Property. Under the Definitive Agreement, the Option Agreement will be amended so that the consideration required to successfully exercise the option thereunder will be as follows:

  • Castlebar shall be required to make the following cash payments to the Optionor:

    • $20,000 on the Closing Date;
    • An additional $10,000 on or before December 31, 2021; and
    • An additional $10,000 on or before December 31, 2022;

  • Castlebar shall be required to issue the following Shares to the Optionor:

    • 500,000 Shares on the Closing Date;
    • An additional 200,000 Shares on or before December 31, 2021; and
    • An additional 300,000 Shares on or before December 31, 2022;

  • Castlebar shall be required to make the following exploration expenditures on the Property:

    • $250,000 on or before December 31, 2021;
    • An additional $400,000 on or before December 31, 2022; and
    • An additional $600,000 on or before December 31, 2023;

  • Castlebar shall grant the Optionor a 3% net smelter returns royalty on the Property, and the Optionor shall have the right to purchase up to 1% of such net smelter returns royalty for $1,000,000.

The Assignor is controlled by David Gregory. Each of Mr. Gregory, Mr. Paul and Mr. Blady are residents of British Columbia and are arm's length parties to Castlebar. No Non-Arm's Length Party (as defined by the Exchange) of Castlebar has any direct or indirect beneficial interest in the Assignor, the Property, the Option Agreement or the Transaction. The Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as defined by the Exchange), is not subject to Exchange Policy 5.9 or Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, and is not subject to approval of the Castlebar shareholders.

The Transaction is subject to completion of certain conditions precedent, including without limitation: execution of the Definitive Agreement; the preparation and filing of a Filing Statement with the Exchange; completion by Castlebar of a private placement (the "Private Placement") for gross proceeds of no less than $500,000; and receipt of all necessary regulatory and Exchange approvals.

Under the Private Placement, Castlebar intends to raise gross proceeds of no less than $500,000 and no more than $750,000 through the issuance of units at a price of $0.20 per unit, with each unit comprised of one Share and one-half of a Share purchase warrant (with each whole warrant exercisable for a Share for 18 months at an exercise price of $0.30). Castlebar may pay finder's fees and may issue finder's warrants in connection with the Private Placement. Further information respecting the Private Placement will be provided in due course.

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies or unless a waiver is granted by the Exchange. Castlebar intends to apply for an exemption from the sponsorship requirements under section 3.4 of Exchange Policy 2.2 or a waiver of sponsorship if an exemption from sponsorship is unavailable; however, there can be no guarantee that a waiver will be granted if no exemption is available.

The Resulting Issuer

In conjunction with closing, the Proposed Transaction, the name of the Resulting Issuer will be changed to a name determined by Castlebar, and the Resulting Issuer will be a "Mining" issuer under the policies of the TSXV. It is currently anticipated that in connection with the closing of the Transaction, Lucas Birdsall will resign as CEO, Corporate Secretary and a director of the Company, Robert Meister will be appointed as CEO of the Company (in addition to his current position as a director), and Patrick O'Flaherty will be appointed as a director and Corporate Secretary of the Company (in addition to his current position as CFO). Accordingly, the following persons will be the directors and officers of the Resulting Issuer:

Robert Meister - CEO and Director

Robert Meister has over 20 years experience working with public and private companies at an executive level. His experience and entrepreneurial nature have allowed him to manage and develop numerous business and management activities including all aspects of business development, marketing and finance at institutional and retail levels at Senior Officer and Executive leadership roles. He is currently the President and CEO of Myconic Capital Corp. (formerly Auralite Investments Inc.) and CloudBreak Discovery Corp. Mr. Meister is also CFO of Black Mountain Gold USA Corp. and a director of Moovly Media Inc.

Patrick O'Flaherty - CFO, Corporate Secretary and Director

Mr. O'Flaherty is a Chartered Accountant and a CFA Charterholder. He qualified as a Chartered Accountant in Canada with Deloitte. He has over 15 years of experience in financial services, with specific focus on accounting and wealth management, and has worked with some of the largest companies in Canada, including Shaw Communications, RBC Royal Bank, and CIBC Wood Gundy. He currently is CFO and director for several public and private Canadian corporations.

Gerald Kelly - Director

Gerald Kelly is a licensed exempt market dealer and Vice President at Intrynsyc Capital, where he provides early stage capital for emerging growth companies. He earned a Bachelor of Arts from UBC, as well as a diploma in Marketing Management from BCIT, and is a licensed realtor with over 20 years of commercial and residential real estate experience. His primary areas of focus are in: industrial, land acquisition, and project marketing, resulting in approximately $300 million of sales.

Kosta Tsoutsis - Director

Mr. Tsoutsis brings over 20 years of finance and capital market experience. Mr. Tsoutsis is currently CEO of M3 Metals Corp and formerly worked as an investment advisor at Mackie Research, Jordan Capital Markets, and Canaccord Capital Corp. Mr. Tsoutsis has significant experience specializing in developing, restructuring and financing venture capital companies. Mr. Tsoutsis has directly raised over $30 million in development and venture capital for public and private companies worldwide.

Brian Morrison - Director

Mr. Morrison received a Bachelor of Commerce degree from the University of Northern British Columbia in 2004 and completed the Canadian securities course in 2006. From January 2005 to May 2008, Mr. Morrison was an account manager with Computershare Investor Services Inc., an international full-service financial services, corporate trust and stock transfer company. Since June 2008, he has been a self-employed consultant working in the area of public company administration. Mr. Morrison currently serves and has previously served as a director or chief financial officer of various publicly traded issuers.

On closing of the Transaction, and assuming that Castlebar raises $500,000 under the Private Placement on the terms described above, issues 500,000 Shares to the Assignor on the Closing Date and issues 500,000 Shares to the Optionor on the Closing Date, the Resulting Issuer will have 5,800,000 Shares issued and outstanding. The current shareholders of Castlebar would hold approximately 39.66% of the Shares of the Resulting Issuer, participants in the Private Placement would hold approximately 43.10% of the Shares of the Resulting Issuer, the Assignor would hold approximately 8.62% of the Shares of the Resulting Issuer, and each of Mr. Paul and Mr. Blady would hold approximately 4.31% of the Shares of the Resulting Issuer.

About Castlebar

Castlebar is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

For additional information, please refer to the Company's disclosure record on SEDAR (www.sedar.com) or contact the Company as follows: Lucas Birdsall, CEO, at (778) 549-6714.

Cautionary Note

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this press release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Castlebar , including, the completion of the Transaction and the Private Placement and pro forma information regarding the Resulting Issuer, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Castlebar's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the ability to obtain all requisite approvals (and otherwise satisfy all closing conditions) for the Transaction; the estimation of capital requirements; the estimation of operating costs; the timing and amount of future business expenditures; and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; an escalation of the current COVID-19 pandemic; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and exploration or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect Castlebar in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Castlebar does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Castlebar undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70094

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