Vancouver, British Columbia--(Newsfile Corp. - November 7, 2024) - Valleyview Resources Ltd. (TSXV: VVR) ("Valleyview" or the "Company") is pleased to provide an update on its previously announced proposed acquisition of all of the outstanding shares of Shift Rare Metals Inc. ("Shift") by way of a three-cornered amalgamation (the "Proposed Transaction"). Shift is an arm's length privately held British Columbia company, which through its wholly owned U.S. subsidiary holds certain claims in northwestern Colorado known as the Coyote Basin claims and the Red Walsh claims (the "Properties").
The Offering
In connection with the Proposed Transaction, the Company and Shift have executed an engagement letter with SCP Resource Finance LP ("SCP" or the "Agent") under which SCP will act on behalf of Shift and the Company to complete a "best efforts" agency offering of subscription receipts ("Subscription Receipts") of Shift at a price of C$0.30 per Subscription Receipt for gross proceeds of a minimum C$7 million and a maximum of C$15 million (the "Offering") on a private placement basis.
Upon satisfaction of applicable escrow release conditions, including without limitation, satisfaction of all necessary conditions precedent to complete the Proposed Transaction, each Subscription Receipt will be automatically exchanged for one Class D common share of the Shift (a "Shift Share") and one half of one Class D common share purchase warrant (each whole Class D common share purchase warrant, a "Shift Warrant"). Each Shift Warrant will entitle the holder to purchase one Shift Share at an exercise price of C$0.50 for a period of 2 years from the date of issuance thereof.
As previously announced, prior to completion of the Proposed Transaction the Company intends to complete a share split of its outstanding common shares on 1:1.5 basis (such post-split common shares are referred to as the "Company Common Shares"). Upon completion of the Proposed Transaction, each Shift Share will be exchanged for one Company Share and each Shift Warrant will be exchanged for one warrant of the Company ("Company Warrants") having the same attributes as the Shift Warrants.
Shift will pay the Agent a commission of 6% of the gross proceeds raised in the Offering (the "Agent's Fee") in connection with the Subscription Receipts sold and will also issue the Agent broker warrants ("Shift Broker Warrants") equivalent to 6% of the total number of Subscription Receipts sold, with each Shift Broker Warrant being exercisable for one Shift Share at an exercise price of C$0.30 for a period of 60 months from the date of the satisfaction of the escrow release conditions. Upon completion of the Proposed Transaction, each Shift Broker Warrant will be exchanged for one broker warrant of the Company ("Company Warrants") having the same attributes as the Shift Broker Warrants.
The Agent has also been granted an option to arrange for the purchase of up to an additional 15% of the Subscription Receipts exercisable in whole or in part, any time up to three business days prior to the closing of the Offering.
The gross proceeds of the Offering, less 50% of the Agent's Fee and 50% of the Agent's expenses, will be placed into escrow pending satisfaction of the escrow release conditions. In the event the escrow release conditions are not satisfied within 75 days of closing of the Offering or the Proposed Transaction is otherwise terminated, the escrowed funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. To the extent that the escrowed funds are insufficient to refund 100% of the purchase price of the Subscription Receipts to the holders thereof, the Company and Shift shall be jointly and severally responsible for any shortfall.
Following release from escrow and completion of the Proposed Transaction, the net proceeds of the Offering will be used for exploration on the Properties and general corporate and working capital purposes.
New Members Joining the Board
The Company is pleased to announce that Mr. Eugene McBurney, Mr. Mark Christensen, Mr. Ross McElroy and Dr. Andrew Tunks have joined the Valleyview Board of Directors effective October 30, 2024. Three incumbent directors, Mr. Clay Olson, Mr. Drew St. Laurent, and Mr. Mike Blady have resigned from the Board effective October 30, 2024.
The Company would like to thank Mr. Olson, Mr. St. Laurent, and Mr. Blady for the valuable contributions to the formation of Valleyview and successfully guiding the Company through its Initial Public Offering in April, 2024. The Company wishes them the best of luck in their future endeavours.
"I am thrilled to welcome Eugene, Mark, Ross and Andrew to the Valleyview Board, each of whom are well known for their incredible successes and leadership within the capital markets, junior exploration and uranium industries. Our new Board has arguably one of the deepest, experienced and knowledgeable skill sets in the junior uranium sector, especially for a company at our stage of development. Its leadership will be the key in guiding our Company to success in what is the most exciting time ever to be building a US-focused uranium explorer and developer."
--- Roger Lemaitre, President & CEO
Eugene McBurney
Mr. Eugene McBurney brings over 25+ years of experience in international investment banking and has established himself as a trusted advisor for companies active in the global mining sector. He has wealth of experience leading landmark transactions in the natural resources sector, specifically in the Caribbean and Latin America, with a focus on Colombia.
Previously, Mr. McBurney was Head of Investment Banking - Latin America & Caribbean at Canaccord Genuity, Capital Markets and was the founder of GMP Capital, one of Canada's most entrepreneurial independent investment dealers.
Mark Christensen
Mr. Mark Christensen brings over 30+ years experience as a specialist advisor and banker in both public and private capital markets that include mergers, acquisitions, and debt and equity financings.
Mr. Christensen is the founder and CEO of KES 7 Capital Inc, a Toronto-based merchant bank and single-family office. Previously, Mr. Christensen was Vice Chairman and Head of Global Sales and Trading at GMP Securities, and held equity research roles at Midland Walwyn Capital, and corporate finance at Goepel McDermid.
Mr. Christensen's has a background in geology and geophysics. He holds a Master of Science from the University of Windsor and a Bachelor of Science from the University of Hull.
Ross McElroy
Mr. Ross McElroy is a professional geologist bringing over 35+ years of experience in the mining industry with comprehensive international experience working and managing many mineral projects spanning from grass roots exploration to development and production.
Mr. McElroy has held technical and executive positions within major and junior mining companies, including BHP, Cogema, and Cameco. While with Cameco, he was a member of the discovery team of the world-class McArthur River uranium deposit. He has served on the boards of several publicly listed companies for the past 15 years, as both independent and executive director.
Mr. McElroy is currently a director and the President & CEO of Fission Uranium Corp, and is accredited with the discovery of two major high-grade uranium deposits for the company including the class leading Triple R deposit on the PLS project. Mr. McElroy holds a Bachelor's Degree in Science, with a Specialization in Geology from the University of Alberta and is a registered professional geologist in Saskatchewan, British Columbia, Nunavut, and the Northwest Territories.
Dr. Andrew Tunks
Dr. Andrew Tunks is a member of the Australian Institute of Geoscientist holding a B.Sc. (Hons.) from Monash and a Ph.D from the University of Tasmania. Dr Tunks has held numerous senior executive positions in a range of small to large resource companies including Auroch Minerals, A-Cap Resources, IMAGOLD Corporation and Abosso Goldfields and was the Managing Director at Meteoric for 6 years before becoming Chairman.
In his role as Managing Director of A-Cap Energy Dr. Tunks led the discovery of the 10th largest uranium resource in the world and managed the merger between Lotus and A-Cap.
At Meteoric Dr. Tunks secured the Tier 1 Caldeira Project in Poços de Caldas -Minas Gerais Brazil. growing the Company from a market cap of less than $A20M to a valuation in excess of $A500M. Through his 30-year career within the resource and academic sectors Dr. Tunks has developed a unique skill set including technical, promotional and corporate aspects.
Name Change
In connection with the Proposed Transaction, the Company also announces that it intends to change its name to "Homeland Uranium Corp." The effective date for the name change and the new ISIN and CUSIP for the Company Common Shares will be announced in due course.
About Valleyview Resources Ltd.
Valleyview Resources Ltd. is a mineral exploration company focused on becoming a premier US-focused and resource-bearing uranium explorer and developer. The Company is in the process of acquiring the Coyote Basin and Red Wash uranium projects in northwestern Colorado. Valleyview also has an ownership stake in the Fraser Lake Au-Ag-Cu project in British Columbia.
For further information, please contact:
Roger Lemaitre
Chief Executive Officer
Valleyview Resources Ltd.
Tel: 306-713-1401
Email: roger@homeland-uranium.com
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.
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to the Proposed Transaction and Offering.
In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including that the Company's financial condition and development plans do not change as a result of unforeseen events and that future metal prices and the demand and market outlook for metals will remain stable or improve. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk that the Company is not able to find suitable purchasers for the Offering or satisfy the conditions precedent to the completion Proposed Transaction in a timely manner or at all as well as the general risk factors related to exploration and development as are set out under the heading "Risk Factors" in the Company's most recently filed management's discussion & analysis.
There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
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SOURCE: Valleyview Resources Ltd.
