CALGARY, ALBERTA -- (Marketwired) -- 01/30/17 -- AlkaLi3 Resources Inc., formerly Veraz Petroleum Ltd. (NEX: ALK.H) (the "Company" or "ALK"), is pleased to announce that it has entered into a new agreement (the "New Acquisition Agreement") with VE Resources Inc. ("VE Resources") and the sole shareholder of VE Resources (the "Vendor") (both of whom are arm's length parties) pursuant to which the Company has agreed to increase the indirect interest that it will acquire in the Scotty's Flats group of highly prospective lithium exploration claims in central Nye County, Nevada from 50% to 100% for no additional consideration (the "Acquisition").
Paul Baay, the Company's Chairman, commented "We are very pleased to have been able to negotiate the acquisition of 100% of the claims without any additional dilution to our shareholders. Being a 100% owner of the claims will give us a greater degree of control over their exploration."
The Acquisition
Pursuant to the New Acquisition Agreement, the Company will now acquire 100% of the outstanding shares of VE Resources from the Vendor in exchange for 6,000,000 common shares of the Company (the "Shares"). Pursuant to the policies of the TSX Venture Exchange ("Exchange"), the Shares will be issued at a deemed price of $0.05 per Share. As a result, VE Resources will become a wholly-owned subsidiary of the Company.
Completion of the Acquisition is considered a reviewable acquisition in accordance with Exchange Policy 5.3 and is subject to a number of conditions including, but not limited to, Exchange acceptance. The Acquisition and the issuance of Shares in connection therewith are subject to receipt of all necessary regulatory approvals, including the approval of the Exchange. There can be no assurance that the Acquisition will be completed as proposed or at all.
Scotty's Flats Property Highlights
The Scotty's Flats properties consist of 30 Association Placer claims, representing the equivalent of 210 20 acre placer claim units, which cover a total of 4,200 acres, in central Nye County (collectively, the "Property"), which is approximately 50 kilometers ("km") south of Goldfield, Nevada, two to six km west of the western boundary of the Nevada Military Test site and State Highway 95, and 35 km north of Beatty, Nevada. The Property is 100% controlled by the Vendor through VE Resources without underlying obligations or encumbrances and is the primary asset held by VE Resources.
Since the Company originally announced the Acquisition on September 1, 2016, VE Resources has filed several additional mining claims with the Bureau of Land Management (the "BLM") and the BLM has completed its adjudication of all of the mining claims filed by VE Resources. Although most of VE Resources' claims were accepted by the BLM, a few claims were not accepted. As a result, the Company has obtained an updated National Instrument 43-101 technical report in respect of the Property entitled "Geological Report and Summary of Field Examination, Walker Lane Trend Properties, Nye County Nevada" dated July 8, 2016, as amended July 11, 2016 and December 28, 2016 (the "Amended Report"). The description of the Property contained in this press release is derived from the Amended Report. The Company anticipates filing the Amended Report on SEDAR following closing of the Acquisition.
The Property covers a key position in the deep quaternary pull-apart basin. The United States Geological Survey ("USGS") has defined this as a closed basin with mature evaporites and excellent potential for concentration of lithium bearing brines. The source materials for the basin include the Upper Miocene Esmeralda Formation surrounding the Clayton Valley and Lida Valley, the Miocene Horse Springs Formation within the Military Test Site immediately east of the Property, and the tertiary volcanic complex in the Bullfrog Mine/Beatty Area along the south flank of the subject basin. No drilling has been undertaken to support the chemistry of the brines within this mature evaporite complex but published USGS results support the presence of anomalous lithium concentrations in a very preliminary surface sampling of clay, halite and gypsum bearing sediments in the basin. The Amended Report states that the Property therefore offers good exploration potential in a well defined target environment.
The Amended Report describes the Property as an early stage but well defined opportunity for discovery of brines with significant concentrations of lithium and other elements amenable to evaporitic concentrations from continental brines. The Amended Report further notes that the Property is located in a geopolitical environment permissive to commercial development, and that access and infrastructure are ideal for a cost effective program of target definition and development using well defined geological, geochemical and geophysical tools and rapid advancement to the drilling stage.
The Amended Report recommends that a two phased work program be completed, with Phase 1 of the work program budgeted at approximately $150,000 and expected to consist of: (i) orientation auger geochemical sampling for salts, clays and brines; and (ii) gravity, magnetic and Controlled Source Audio Magneto Telluric surveys to map the basin geometry and conductive brine bearing aquafers. Permitting for seismic lines and a Phase 1 drilling program would be contingent on geophysical results from the other activities noted. The Phase 2 work program is recommended to include seismic profiles, detailed target modeling for drill planning, the completion of four drill holes and hydrogeological testing. The budget for Phase 2 of the program will be dependent on the results from Phase 1.
VE Resources also holds one other property area in the Scotty's Flats area of Nye Country, Nevada and a portfolio of other lands in Esmeralda and Nye Country, Nevada. However, these properties have not been subject to field examination or sampling and are not addressed in the Amended Report.
All scientific or technical information provided in this news release has been reviewed and approved by the author of the Amended Report, David Bending, M.Sc., P.Geo. (BC 1992), a professional geoscientist and project manager contracted by the Company and a qualified person as defined by National Instrument 43-101. Mr. Bending has verified any data disclosed herein, including sampling, analytical and test data underlying the information or opinions contained in this news release, via multiple site visits to the Property and associated field examinations.
Application to Graduate from NEX to the TSXV
In connection with the Acquisition, the Company has applied to graduate from NEX to Tier 2 of the Exchange. Upon completion of the Acquisition and subject to Exchange acceptance, it is expected that the Company will become a junior mining issuer.
Forward-Looking Statements
This news release contains certain forward-looking statements or information ("forward-looking statements") as defined by applicable securities laws that involve substantial known and unknown risks and uncertainties, many of which are beyond the Company's control. These forward-looking statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words "plan", "expect", "prospective", "project", "intend", "believe", "should", "anticipate", "estimate", or other similar words or statements that certain events "may" or "will" occur are intended to identify forward-looking statements. The projections, estimates and beliefs contained in such forward-looking statements are based on management's estimates, opinions, and assumptions at the time the statements were made, including assumptions relating to: the current commodity price environment; the impact of economic conditions in North America and globally; industry conditions; changes in laws and regulations including, without limitation, the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; increased competition; the availability of qualified operating or management personnel; fluctuations in commodity prices, foreign exchange or interest rates; stock market volatility and fluctuations in market valuations of companies with respect to announced transactions and the final valuations thereof; results of sampling, exploration and testing activities; and the ability to obtain required approvals and extensions from regulatory authorities. We believe the expectations reflected in those forward-looking statements are reasonable but, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive from them. As such, undue reliance should not be placed on forward-looking statements. Forward-looking statements contained herein include, but are not limited to, statements regarding: the terms of the Acquisition and the New Acquisition Agreement; receipt of all required regulatory approvals, including Exchange approval; completion of the Acquisition and graduation of the Company to Tier 2 of the Exchange; the Company's ability to explore for and recover the expected deposit types from the Property in an economic manner; the description of the Property described in the Amended Report; the anticipated activities for Phase 1 and Phase 2 of the work program on the Property recommended in the Amended Report; the proposed budget for Phase 1 of the work program on the Property recommended in the Amended Report; and the anticipated timing for filing of the Amended Report.
The forward-looking statements contained herein are subject to numerous known and unknown risks and uncertainties that may cause the Company's actual financial results, performance or achievement in future periods to differ materially from those expressed in, or implied by, these forward-looking statements, including but not limited to, risks associated with: the Acquisition and receipt of all necessary regulatory approvals, including Exchange approval; fluctuations in commodity prices, foreign exchange or interest rates; the failure to obtain required regulatory approvals or extensions; failure to secure required equipment and personnel; changes in general global economic conditions including, without limitations, the economic conditions in North America; increased competition; the availability of qualified operating or management personnel; changes in laws and regulations including, without limitation, the adoption of new environmental and tax laws and regulations and changes in how they are interpreted and enforced, or changes in laws and/or regulations arising from the recent change in the U.S. federal government; the results of sampling, exploration and development activities; the ability to access sufficient capital from internal and external sources; and stock market volatility. The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking statements contained in this news release speak only as of the date hereof and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be require pursuant to applicable securities laws.
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.
Contacts:
Paul Baay
Chairman
+1 403-619-8407
pbaay@touchstoneexploration.com
