CROPS Completes Acquisition of the Superior Lake Zinc Project, Concurrent Financing, Share Consolidation, and Name Change to Metallum Resources

(TheNewswire)

Vancouver, Canada – TheNewswire - April 1, 2021: CROPS Inc. (the “Company”) (TSXV:COPS) is pleased to report that it has completed the acquisition (the “Acquisition”) of the Superior Lake Zinc Project from Superior Lake Resources Limited (ASX:SUP) (“Superior Lake”) through the purchase of 100% of the existing common shares of Pick Lake Mining Limited, a company incorporated under the laws of Nova Scotia.

As part of the Acquisition transaction, the Company has:

• - changed its name to Metallum Resources Inc. and its trading symbol will be “MZN”,

  - moved its jurisdiction from Yukon to British Columbia,  

  - consolidated its share capital on the basis of one new common share for every ten existing common shares,

  - appointed Kerem Usenmez as a director of the Company,

  - issued 128,920,000 post-consolidation common shares, and made cash payments of CAD$525,000 and AUD$200,000, to Superior Lake,

  - completed its financing with the issuance of 27,000,000 post-consolidation common shares at $0.10 each (raising $2.7 million), and 5,454,546 post-consolidation flow-through common shares at $0.11 each (raising $600,000 in flow-through funds),

  - converted its outstanding debentures with the issuance of 20,960,789 post-consolidation common shares at a deemed price of $0.26 each, and

  - issued 3,200,000 post-consolidation common shares as an advisory fee in relation to the Acquisition.  

A cash finder’s fee of $900 was paid in relation to the financing.  As a result of the completion of the foregoing transactions, the Company’s post-consolidated issued capital is 192,524,408 common shares.  Shares acquired by directors of the Company in the financing, and the advisory fee shares have a resale restriction until August 2, 2021.  

The Acquisition is a “Reverse Takeover” as that term is defined under TSX Venture Exchange (“TSX-V”) Policy 5.2. The TSX-V’s final acceptance of the transaction will be conditional upon the Company’s completion of all remaining filing requirements pursuant to TSX-V Policy 5.2.    Trading in the Company’s common shares will resume under the new name and trading symbol upon TSX-V final approval.

About Metallum

Metallum Resources is a zinc focused base metal resource company run by a Canadian-based management team with extensive experience in the acquisition, exploration and development of resource properties.  

ON BEHALF OF THE BOARD

Kerem Usenmez,

President & Chief Executive Officer

Metallum Resources Inc.

For further information, contact:

Kerem Usenmez, President & CEO

Tel: 604-688-5288;  Fax: 604-682-1514

Email: [email protected]

Website: metallumzinc.com

Neither the TSXV nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information contained in this news release constitute “forward-looking statements” within the meaning of applicable U.S. securities laws and “forward-looking information” within the meaning of applicable Canadian securities laws, which we refer to collectively as “forward-looking statements”. Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward looking statements. In some cases, forward-looking statements can be identified by the use of words such as “seek”, “expect”, “anticipate”, “budget”, “plan”, “estimate”, “continue”, “forecast”, “intend”, “believe”, “predict”, “potential”, “target”, “may”, “could”, “would”, “might”, “will” and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.

Forward-looking statements in this news release include, but are not limited to: the final approval of the Acquisition by the TSX-V, and the resumption of trading in the Company’s common shares. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Transaction.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Such uncertainties and factors relate to, among other things, receipt of final approval of the Acquisition from the TSX-V, and resumption of trading in the Company’s common shares; changes in general economic conditions and financial markets; unanticipated costs and expenses; the Company may be unsuccessful in attracting and retaining key personnel; the Company may be subject to litigation; risks relating to widespread epidemics or pandemic outbreak and such other risks detailed from time to time in the Company’s quarterly and annual filings with securities regulators and available under the Company’s profile on SEDAR at www.sedar.com.  Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that final TSX-V approval to the Acquisition will be obtained and trading in the Company’s common shares will resume; that there will be no material adverse change affecting the Company or its properties; the ability of the Company to continue to operate during the COVID-19 pandemic; and such other assumptions as set out herein.  Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

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