Castlebar Capital Signs Option Agreement to Acquire up to a 100% Interest in the Lichen Project

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Toronto, Ontario--(Newsfile Corp. - June 11, 2024) - Castlebar Capital Corp. (TSXV: CBAR.P) ("Castlebar" or the "Company") is pleased to announce that it has entered into an option agreement dated June 7, 2024 (the "Option Agreement") with Mosaic Minerals Corporation (CSE: MOC) ("Mosaic"), pursuant to which Castlebar will be granted an option to acquire (the "Transaction") up to a 100% interest in the Lichen Project (the "Lichen Project" or "Property"). The Transaction is intended to be Castlebar's "Qualifying Transaction" for purposes of the TSX Venture Exchange's (the "Exchange") Capital Pool Company program and was first disclosed in its news release on April 25, 2024 announcing the entering into of a letter of intent with Mosaic (the "LOI"). The terms of the Option Agreement are the same as the LOI and are summarized below.

The Lichen Project consists of 282 claims covering a total area of 15,622 hectares and is located approximately 100 km west of the Chibougamau mining camp. The property is underlain by the volcanic rocks of the Obatogamau formation intruded by stocks and plutons of intermediate composition. The volcanic belt is parallel to two known gold bearing volcanic belt, the Bachelor Lake gold area to the west and the Osisko-Windfall gold area to the south. The Nelligan Gold project and The Monster Lake Gold project are located at the eastern extremity of the volcanic belt.

Terms of the Option Agreement

Pursuant to the Option Agreement, Castlebar may acquire up to a 50% undivided interest (the "First Option") in the Lichen project from Mosaic by, among other things:

(i) make aggregate cash payments of $205,000 to Mosaic as follows:

(1) $15,000 on the closing of Qualifying Transaction (the "Effective Date");

(2) an additional $15,000 within six months following the Effective Date;

(3) an additional $50,000 on or before the first anniversary of the Effective Date;

(4) an additional $50,000 on or before the second anniversary of the Effective Date; and

(5) an additional $75,000 on or before the third anniversary of the Effective Date; and

(ii) by issuing an aggregate of 1,350,000 shares to Mosaic as follows:

(1) 250,000 shares no later than seven days following the Effective Date;

(2) an additional 350,000 shares on or before the first anniversary of the Effective Date;

(3) an additional 250,000 shares on or before the second anniversary of the Effective Date; and

(4) an additional 500,000 shares on or before the third anniversary of the Effective Date; and

(iii) by incurring at least $750,000 in qualifying expenditures on the Property as follows:

(1) at least $150,000 in qualifying expenditures on the Property on or before the first anniversary of the Effective Date;

(2) at least $200,000 in cumulative qualifying expenditures on the Property on or before the second anniversary of the Effective Date; and

(3) at least $400,000 in cumulative qualifying expenditures on the Property on or before the third anniversary of the Effective Date.

Upon exercise of the First Option, Castlebar shall have forty-five (45) days to either (i) establish a joint venture with Mosaic in which each shall hold a 50% joint venture interest or (ii) exercise an additional option ("Additional Option") to acquire an additional 50% interest in the Property by making a $150,000 cash payment and issuing 1,500,000 shares to Mosaic within the forty-five (45) day period. If Castlebar exercises the Additional Option, then it will have earned 100% undivided interest in the Property free and clear of all encumbrances except for a 2% net smelter royalty to be retained by Mosaic. Castlebar may accelerate and carry forward any of the cash payments, share issuances or work expenditures.

Castlebar will change its name to Castlebar Resources Corp. and complete a one-for-two stock split (the "Stock Split") immediately prior to closing of the Qualifying Transaction. The Qualifying Transaction, if completed, is an Arm's Length Qualifying Transaction. No Shareholder approval is required to complete the Qualifying Transaction.

Management and Board of Directors

Upon Completion of the Qualifying Transaction, the Resulting Issuer's board of directors will be Gary Economo, Partick O'Flaherty, Robert Meister, Gerald Kelly and Stephan Sterling Ellis, and the management of the Resulting Issuer will be Gary Economo as Chief Executive Officer, Patrick O'Flaherty as Chief Financial Officer and Corporate Secretary and Robert Meister as Chairman. The relevant professional experience of the proposed directors and officers of the Resulting Issuer is set out below:

Gary Economo, Chief Executive Officer and a Director

Mr. Economo is an accomplished senior executive with demonstrated year-after-year success achieving revenue, profit and business-growth objectives within startup, turnaround and changing markets. Mr. Economo is a results-oriented, and dynamic leader with proven success in new market identification, corporate efficiency and strategic positioning for multi-million-dollar private and publicly traded technology, advanced materials, and resource corporations. Mr. Economo has raised substantial capital for companies and brings more than four decades' experience in international finance, mergers, and acquisitions and has a proven track record in driving profitability through innovation, productivity, revenue increases, and cost control. Mr. Economo is also currently Chief Executive Officer of Ecolomondo Corporation (TSXV:ECM). He has also served on several boards of TSX, TSXV and CSE-listed companies.

Patrick O'Flaherty, CFA - Chief Financial Officer, Corporate Secretary and a Director

Mr. O'Flaherty is a Chartered Accountant and a Chartered Financial Analyst. He also holds a degree in Economics from Union College, in Schenectady, NY. Mr. O'Flaherty has several years of experience in financial services, including public accounting and wealth management. He has worked for a recognized accounting firm and two recognized banking institutions. He is also CFO of BMGB Capital Corp., a director at OpenSesame Acquisition Corp., Chief Financial Officer and director at Nova Lithium Corp., a partner at Caymus Advisors, Inc., and a director at Cloudbreak Discovery Corp.

Robert Meister - Chairman and a Director

Mr. Meister is a partner of Caymus Advisors Inc., a corporate development and advisory company, from August 2019 to present; director of Moovly Media Inc., a provider of a cloud-based platform that enables users to create and generate media content, from June 2018 to present; CEO, President and director of KetamineOne Capital Limited (previously Myconic Capital Corp.), an investment company, from September 2017 to present; director of Bullet Exploration Inc., a mineral exploration company, from March 2021 to present; President, CEO, Corporate Secretary, CFO and director of Black Mountain Gold USA Corp. (previously Huffington Capital Corp.), a mineral exploration company, from July 2015 to January 2021; director and capital markets manager for NetCents Technology Inc., an electronic on-line payment service provider, from May 2015 to October 2017; director of Metallica Metals Corp. (formerly Cameo Industries Corp.), a mineral exploration company, from September 2018 to December 2018; CEO, President, Corporate Secretary and director of Eminent Gold Corp. (formerly Navy Resources Corp.), a mineral exploration company, from May 2011 to August 2018; CEO, Corporate Secretary and director of CloudBreak Discovery Corp., a project generator and royalty corporation, from June 2017 to June 2021.

Gerald Kelly, Independent Director

Mr. Kelly is a licensed Exempt Market Dealer representative at Intrynsyc Capital Corp., from October 2020 to present; Partner at Caymus Advisors Inc., a corporate development and advisory company, from August 2019 to present; Licensed Realtor at Team 3000 Realty Ltd. from April 2020 to present; Licensed Realtor at Sutton West Coast Realty from May 2000 to April 2020. Mr. Kelly has also acted as a director of a number of public companies in the past and is currently a director of Spod Lithium Corp.

Stephan Sterling Ellis, Independent Director

Founder and CEO, IOSi - Internal Office Solutions Inc. Stephan Ellis began his career in Information Technology at Algonquin College 31 years ago in 1993. Over the years, Mr. Ellis has held various positions of increasing responsibility within the IT/Telecom industry through Stentor (Bell), SHL Systemhouse, EDS Canada, and Hewlett Packard. Mr. Ellis graduated from Algonquin College in Ottawa with a Diploma in Records Operations. He continually attends vendor seminars and training programs worldwide where he updates his industry leading certifications from Microsoft, Oracle, VMware, ConnectWise and WatchGuard. Through his career, Mr. Ellis has been actively involved in various charity organizations including CHEO, The Ottawa Senators Foundation, Roger Neilson House, and the Obakki Foundation.

Concurrent Private Placement Financing

Castlebar proposes to complete a concurrent private placement raising not less than $850,000 (the "Private Placement") to fund the phase one work program on the Lichen project and general and administrative operating expenses. The Private Placement will be a combination of units (the "Units") at a price of $0.10 per HD Unit and the issuance of flow-through common shares (the "FT Shares") at a price of $0.13 per FT Share. Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to acquire one (1) Common Share of the Company for a period of twenty-four (24) months from the date of issuance at an exercise price of $0.18. The FT Shares will be issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). An amount equal to the portion of the subscription price that is directly attributable to the consideration paid for the subscription and issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as "Canadian exploration expenses" (as defined in the Tax Act). Qualifying expenditures in an aggregate amount equal to the gross proceeds raised from the issuance of the FT Shares will be renounced to the initial purchasers of the FT Shares with an effective date no later than December 31, 2024.

The Company will pay certain eligible finders a cash fee equal to 7% and issue finder warrants (the "Finder's Warrants") equal to 7% of the proceeds raised by the finder. Each Finder's Warrant entitles the holder thereof to acquire one (1) Common Share of the Company for a period of twenty-four (24) months from the date of issuance at an exercise price of $0.10. All finder's fees are subject to compliance with applicable securities legislation and TSXV policies.

All securities issued in the Private Placement will be subject to statutory hold period of four month plus a day. The Company plans to use the net proceeds raised from the sale of the HD Units and FT Shares under the Private Placement for the exploration and advancement of the Lichen Property and for general working capital purposes.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdictions in which such offer, solicitation or sale would be unlawful. Any offering made will be pursuant to available prospectus exemptions and restricted to persons to whom the securities may be sold in accordance with the laws of such jurisdictions, and by persons permitted to sell the securities in accordance with the laws of such jurisdictions.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, completion of the Stock Split and completion of the Private Placement. 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 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.

Trading in the common shares of the Company is expected to remain halted until the closing or termination of the Transaction. Upon completion of the Transaction, it is expected that the Company will be a Tier 2 Mining Issuer on the Exchange.

Castlebar, a capital pool company within the meaning of the policies of the Exchange, does not have any operations and has no assets other than cash. Castlebar's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.

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

About Castlebar Capital Corp.

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.sedarplus.ca) or contact the Company as follows: Gary Economo, CEO, at (613) 899-8521.

Cautionary Statements and Note Regarding Forward-Looking Information

Certain statements contained in this news 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 the Company, including the Company's goal of completing a Qualifying Transaction, are intended to identify forward‐looking information. All statements other than statements of historical fact may be forward‐looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward‐looking information. 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. These factors include, without limitation: receipt of applicable director, shareholder and regulatory approval of a Qualifying Transaction; changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company 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, the Company does not assume responsibility for the accuracy or completeness of such forward‐looking information. The forward‐looking information included in this news release is made as of the date of this news release and the Company 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 release.

Not for distribution to U.S. news wire services or dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/212355

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