Albion Petroleum Ltd.
TSX VENTURE : ABP.H

June 16, 2014 09:15 ET

Albion Petroleum Ltd. Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - June 16, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Albion Petroleum Ltd. (the "Corporation" or "Albion") (TSX VENTURE:ABP.H), a capital pool company listed on the TSX Venture Exchange Inc. (the "Exchange" or "TSXV") announces that it has entered into a letter of intent dated May 15, 2014, as amended (the "LOI"), with Sundance Minerals Ltd. ("Sundance"), First Majestic Silver Corp. ("First Majestic") and 0924682 B.C. Ltd. ("NumberCo") pursuant to which: (i) Sundance will acquire all of the issued and outstanding securities of NumberCo and all of the issued and outstanding securities of Minera Terra Plata, S.A. de C.V. ("Terra Plata"), an indirect wholly owned subsidiary of First Majestic (the "Sundance Acquisitions"); and (ii) after the completion of the Sundance Acquisitions, Albion will combine with Sundance (the "Proposed Transaction"). The Proposed Transaction is expected to constitute a Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange ("TSXV" or the "Exchange")) of the Corporation.

The Proposed Transaction

Pursuant to the Sundance Acquisitions, Sundance will acquire all of the issued and outstanding securities of NumberCo, and all of the issued and outstanding securities of Terra Plata, an indirect wholly owned subsidiary of First Majestic in exchange for shares of Sundance. After the Sundance Acquisitions, pursuant to the Proposed Transaction, it is anticipated that Albion will acquire Sundance (and as a result of the Sundance Acquisitions, NumberCo and Terra Plata) by the issuance of Albion common shares to Sundance shareholders by way of a plan of arrangement under the Business Corporations Act (British Columbia) and continue under the name of First Mining Finance Corp. (the "Resulting Issuer"). The Sundance Acquisitions and the Proposed Transaction are subject to required shareholder and regulatory approvals and other customary conditions. It is anticipated that the completion of the Proposed Transaction will result in the listing of the Resulting Issuer on the Exchange as a Tier 2 Mining Issuer. The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction as such term is defined under the policies of the Exchange.

In addition, pursuant to the LOI, the parties have agreed to an exclusivity period until June 26, 2014 during which time due diligence will be conducted and one or more definitive agreements in relation to the Sundance Acquisitions and the Proposed Transaction will be negotiated (the "Definitive Agreements"). The Definitive Agreements will contain, subject to the results of due diligence, representations and warranties for the benefit of each of the parties, conditions relating to shareholder and regulatory approvals, material adverse changes and compliance with the Definitive Agreements as are in each case customary in comparable transactions of this nature. There is no guarantee that any Definitive Agreements will be executed.

About Sundance, the Qualifying Property, and Sundance's Other Properties

Sundance is a company incorporated pursuant to the Canada Business Corporations Act with its head office located at 501-543 Granville Street Vancouver, BC V6C 1X8. In May 2012, Sundance became a reporting issuer in the Provinces of British Columbia, Alberta and Ontario through the filing of a long form prospectus in connection with a proposed initial public offering. The IPO did not close and on April 29, 2013 Sundance ceased to be a reporting issuer in those provinces.

Sundance is an exploration company currently focusing on precious and base metal projects in Mexico and the United States. Sundance has a portfolio of 13 properties in Mexico and one in Nevada. The Qualifying Property (as defined in the policies of the TSXV) for the Qualifying Transaction will be the Miranda Gold Property, in Sonora State, Northern Mexico (the "Miranda Property"). Sundance's other leading properties are the San Ricardo gold project in Sonora, Mexico, the Los Tamales (Cu) in Sonora, Mexico, the Geranio gold project in the Natividad mining district in Oaxaca, Mexico, the Pluton silver property in Durango, Mexico and the Turquoise Canyon Carlin-style gold property in Nevada, USA.

Miranda, Sonora, Mexico - the Qualifying Property

The Miranda gold property covers 15,946 hectares in the Sonoran desert within a structural corridor of the Sonora-Mojave megashear ("SMM trend). The Miranda Property lies in the south-central part of the SMM trend, adjacent to San Felix and El Antimonio mining districts on the south and east respectively. The Miranda Property covers multiple prospects and gold occurrences including the inactive mines La Fortuna and El Gigio. Additionally, the property exhibits structures and lithlogies favorable for the development of large orogenic (mesothermal) ore deposits similar to those occurring along the SMM trend.

The Miranda Property is located 60 km west of Caborca and 128 km south of Sonoyta (US border) in the state of Sonora. Geological reconnaissance and rock chip sampling has identified a zone of strongly fractured granitic rocks partially covered by gravel and metasedimentary and andesitic volcanic rocks. The entire rock sequence is cut by gold-bearing quartz veinlets that delineate a target area of considerable dimensions (2,500 m x 1,000 m). Of 118 grab samples taken in the initial reconnaissance, 26 samples contained gold between 0.2 and 0.5 gpt Au, and 18 samples contained between 0.5 and 15 gpt gold. Subsequent channel samples cut with diamond saw in a stockworked granite exposed in an arroyo averaged 0.16 gpt Au over a 60 meter section. Individual samples within the stockwork range from 0.11gpt Au to 0.36 gpt Au. Sericite and siderite are associated with this stockwork zone which goes under gravel and sand cover to the west.

Follow up at the Miranda Property will entail tracing the stockwork mineralization under gravel cover to the west. The Miranda Property is 100% owned by Sundance. Further information on the Miranda Property can be found in the technical report prepared by Gerald E. Ray, Ph.D., P. Geo., dated June 30, 2011 and filed on SEDAR (www.sedar.com) under Sundance's profile on February 27, 2012.

San Ricardo, Sonora, Mexico

The San Ricardo property consists of eight claims covering 37,237 hectares and are 100% owned by Sundance, subject to the options discussed below.

The San Ricardo property is located in a Mexican geologic province that is well known for hosting many gold occurrences and mines of a wide variety of genetic types. The San Ricardo property is an epithermal gold deposit, similar to the style of mineralization at the Mercedes mine 50 km to the northeast.

The San Ricardo property is subject to the Paget Joint Venture agreement. Under that joint venture, all underground workings were opened up and saw sampled and several hundred metres of trenches have been excavated and saw sampled. Additionally, a fourteen hole diamond drill program was completed in 2012 with the most significant hole yielding 2.3 m at a grade of 23.1 gpt gold (the results of the drill program ranged from nil gpt to 23.1 gpt gold).

In August 2012, Sundance entered into an option agreement with Paget Minerals Corporation which gives Paget the right to earn an initial 51% interest in the San Ricardo concessions by incurring work costs of $5,500,000. Paget can increase its interest to 60% upon the completion of a pre-feasibility study and by incurring an additional $3,000,000 in expenditures. As part of the Paget transaction, Sundance entered into an option agreement with a subsidiary of Mercator Minerals Ltd., whereby Sundance can earn a 51% interest in a 700 hectare portion of Mercator's Meztli 4 claim located in northern Sonora State, Mexico by making an initial payment of $25,000 (completed) and work expenditures of $250,000 over a three year period. Sundance may earn an additional 19%, for a total of 70% by making a cash payment of $150,000 and funding $2.0 million of aggregate work expenditures over an additional two year period from the completion of the 51% earn-in. Paget is funding Sundance's obligations under the Mercator option agreement.

Los Tamales, Sonora, Mexico

The Los Tamales property is a porphyry copper-moly system 125 km southwest of Tucson, Arizona and 28 km south of the US-Mexican border. Discovered by water well sampling during a joint United States Geological Survey and Servicios Geologicos Mexicanos effort in the 1970's, the Los Tamales Property was the subject of two USGS open-file reports 94-685 and 84-289. The Mexican state company Azuferera Panamericana carried out a three hole, 1,000 meter diamond drill program in the 1970's.

Dense stockworks of quartz-chalcopyrite-molybdenum veinlets outcrop in a potassically altered granite in the northwest portion of the 3,850 ha property, whereas widespread quartz-sericite-pyrite-tourmaline alteration occurs in a rhyolite porphyry to the south. Largely oxidized, this alteration area presents an additional target for an enrichment zone in the subsurface. Sundance's target at Los Tamales is a major porphyry copper-moly system. Although the outcropping mineralization is in the 0.25% and 0.35% Cu range, Sundance believes the combination of a low strip ratio of outcropping mineralization, and the proximity to existing porphyry copper operations and supply infrastructure in Tucson will compensate for the lower grades.

Five diamond drill holes tested outcropping mineralization in 2013 over a 5 km strike length and all holes yielded chalcopyrite and molybdenite at sub-economic grades. The property is 100% owned by Sundance.

Geranio, Oaxaca, Mexico

The Geranio property, located in Oaxaca, Mexico, was purchased 100% by Sundance pursuant to an agreement with an arm's length party on December 18, 2009. The Geranio property consists of six claims known as La Ramita, Geranio, Violeta, Azucena, El Jilguero and La Orquidea, covering 540 hectares. Additionally, Sundance has also staked a much larger block of ground to the north, east and south of the Natividad system.

The Geranio project lies adjacent and directly north of the historic Natividad Mining District, 70 km north of the city of Oaxaca in southern Mexico. Natividad is a series at least five bonanza grade gold and silver veins in a black shale host rock which over the last 70 years has produced 1.5 million ounces of gold equivalent. The Geranio property covers approximately 1,200 metres of strike length of the northern extension of the Natividad vein system.

Sundance's objective is to delineate another Natividad mineralized system with comparable precious metal contents.

Pluton, Durango, Mexico

The Pluton property is a 17,124 hectare-property consisting of three claims known as Pluton, El Real and Las Dos Amigos, 100% controlled by Sundance (see the option disclosure below) with the potential to host a large silver-rich, high-grade polymetallic (Pb, Zn, Au), carbonate replacement/skarn deposit. The Pluton property is located within the historic "Ojuela-Mapimí Mining District", and also along the eastern front of the Sierra Madre Oriental in which recent exploration has led to the discovery of the giant related deposits Peñasquito and Camino Rojo in Zacatecas, approximately 200 Km east of Mapimi. With five preliminary targets outlined under cover and significant ground unexplored, the Pluton property is a prime prospect for high-return economic mineralization.

Based on soil geochemistry, a NSAMT survey and a ZTEM survey, a 3,925 m diamond drill hole program managed by Sundance was completed in 2011.

In 2009, Sundance entered into an option agreement with Raul Diaz Unzueta, a related party to Sundance, to acquire a 100% interest in the Pluton property. To date Sundance has issued 1,000,000 shares, paid $30,000 and incurred at least $400,000 in exploration expenditures towards exercise of the option. To complete the option exercise, Sundance is required to make a final payment of $2,000,000 in cash or shares and incur a further $500,000 in exploration expenditures on or before May 5, 2015.

Turquoise Canyon, Nevada

The 100% owned Turquoise Canyon property (formerly the Bald Mountain property) consists of 188 unpatented claims totaling 3,872 acres located along the Battle Mountain-Eureka Trend.

The target at Turquoise Canyon is a Carlin-type deposit in the lower plate carbonate rocks underlying the Roberts Mountain Thrust. Sundance conducted induced polarization, gravity and ZTEM surveys, which have traced the Roberts Mountain Thrust under the Turquoise Canyon property. A gravity high and anomalous conductive/polarizable anomalies at the southwest corner of the property are high priority drill targets. Six other potential drill targets were interpreted from two induced polarization/resistivity lines run over the property. All geophysical surveys indicate that the target lower plate carbonate rocks are within 200 metres of the surface in the southwest portion of the claim block. An initial 100 m block interpretation of the ZTEM survey indicates an antiformal conductive horizon in the subsurface along the Roberts Mountain Thrust.

About Terra Plata

Terra Plata is a private company existing under the laws of Mexico and is an indirect, wholly owned subsidiary of First Majestic, a publicly listed company existing under the laws of the Province of British Columbia and which is trading on the Toronto Stock Exchange under the symbol "FR" and on the New York Stock Exchange under the symbol "AG". Terra Plata owns a 100% interest in the Peñasco Quemado Project, the La Frazada Project and the Los Lobos Project.

The Peñasco Quemado, Sonora, Mexico

The Peñasco Quemado property consists of 22,998 hectares of mining claims and is located in north-central Sonora, Mexico, in the Sierra Madre Occidental metallogenic province, which extends along western Mexico from the border of Sonora and Arizona, respectively, and south to the state of Jalisco. Terra Plata has three concessions known as Peñasco Quemado, Ballesteros and Lista Negra as well as three concessions located in Tubutama and Atil in Sonora, Mexico.

La Frazada, Nayarit, Mexico

La Frazada consists of a 299 hectares concession along the South West margin of the Sierra Madre Occidental, in the district of Real del Zopilote, in the state of Nayarit. The concession encompasses the past producing La Frazada Silver Mine. The project is located approximately 300 km northwest of Guadalajara and consists in one concession which totals 299 hectares. The La Frazada Mine is located in the historic mining district of 'Real del Zopilote' within the state of Nayarit, Mexico. The primary mineralized zones are La Jabalina and La Frazada Veins. These two parallel structures lie between 10 and 15 metres apart and vary in width from 3 to 15 metres.

Los Lobos Silver Project, Sonora, Mexico

Terra Plata also owns 100% of the Los Lobos Silver Project in Sonora State, Mexico. The Los Lobos property consists of 11,558 hectares. The Los Lobos Silver Project lies along the Sea of Cortez and is approximately 90 km from Puerto Peñasco, the largest major centre in the region in the northern and southern portion of the Lobos property. The regional north-west to south-east trend is exposed for 350 metres before plunging below the volcanic sequence.

About NumberCo

NumberCo is a private company existing under the laws of the Province of British Columbia and is controlled by Mr. Keith Neumeyer, the President, Chief Executive Officer and a director of First Majestic, and Mr. Ramon Davila, the Chief Operating Officer and a director of First Majestic. NumberCo has interests in two mineral exploration properties in Mexico, referred to as the Margaritas Project and the La Sorpresa Project.

The Margaritas Project

Margaritas is a 500 hectare property 100% owned by NumberCo consisting of two mining concessions in the state of Durango, approximately 150 kilometres from Durango city. The project is located in the Barrancas subprovince of the Sierra Madre Occidental. Some limited gold mining by artisanal prospectors is known to have taken place on the project in the early 20th century and the project contains a known vein with quartz, argillic alteration striking for at least 1.8 kilometres (as per the Mexican Geological Service).

La Sorpresa Project

La Sorpresa is a 1,213 hectare property optioned by a wholly owned subsidiary of NumberCo consisting of three concessions located in Hidalgo state, approximately 4 kilometres from the city of Zimapan. The project is known to contain Ag-Pb-Zn mineralization in a system of veins known for several kilometers. The northern most portion of the La Sorpresa mining claim covers a N60°E trending small-range partially capped and surrounded by jasperoids. The jasperoids of La Sorpresa are located approximately 3 km SE from El Monte mine and occur associated with an anticline axis. In 2011, a subsidiary of NumberCo entered into an option agreement to acquire a 100% interest in the La Sorpresa project. To date, NumberCo has made option payments in the aggregate amount of US$200,000 plus VAT. To complete the option exercise, NumberCo must pay a further US$550,000 plus VAT on or before November 3, 2014.

Offerings

The parties intend to raise up to $6,000,000 in aggregate gross proceeds by way of one or more private placement offerings that may take place either prior to, and/or concurrent with, closing of the Sundance Acquisitions or the Proposed Transaction (the "Offerings"). Proceeds of the Offerings will be used for the recommended work program on the Miranda Property and exploration and development of certain other leading properties of the Resulting Issuer, to pay costs associated with the Sundance Acquisitions, the Proposed Transaction and the Offerings, for working capital, the Expense Reimbursement referred to below, repayment of certain outstanding debt and other corporate purposes. The completion of the maximum $6,000,000 in respect of the Offerings is not a condition to the completion of the proposed Qualifying Transaction. The Corporation will provide additional information with respect to the Offerings once further information becomes available.

Material Conditions Precedent

The obligations of the parties to complete the Proposed Transaction will be subject to the satisfaction of customary conditions precedent that will be set forth in the Definitive Agreements, including, but not limited to: (i) the receipt of all third party consents and necessary regulatory and TSXV approval; (ii) the receipt of all necessary shareholder approvals; (iii) completion of a minimum amount of $300,000 in respect of the Offerings; (iv) the absence of any material breach of the representations, warranties and covenants made by each party to the other; and (v) other conditions which are customary for a transaction such as the Proposed Transaction.

Further, the parties intend that as a further condition to closing of the Proposed Transaction, the Resulting Issuer will enter into an agreement with First Majestic granting it a right of first refusal in respect of any proposed sale by the Resulting Issuer of its silver properties ("Silver Properties") following the completion of the Proposed Transaction (the "ROFR Agreement"). The Resulting Issuer shall provide additional information with respect to the Silver Properties in a subsequent news release.

Board of Directors and Management

The parties have agreed that upon completion of the Proposed Transaction, the directors of the Resulting Issuer are anticipated to be as set forth below. Information in respect of the officers of the Resulting Issuer will be provided in a subsequent press release:

Keith Neumeyer, Director, Chairman

Mr. Neumeyer has worked in the investment community since 1984. He began his career at a number of Canadian national brokerage firms. Mr. Neumeyer moved on to work with several publically traded companies in the resource and high technology sectors. His roles have included senior management positions and directorships responsible in areas of finance, business development, strategic planning and corporate restructuring. Mr. Neumeyer was the original and founding President of First Quantum Minerals Ltd. (T-FM). Mr. Neumeyer founded First Majestic in 2002 and has served as its President, Chief Executive Officer and a director since that time. Mr. Neumeyer has also listed a number of companies on the Toronto Stock Exchange and as such has extensive experience dealing with the financial, regulatory, legal and accounting issues that are relevant in the investment community.

Raymond Polman, Director

Mr. Polman has over 28 years of public accounting and corporate finance experience in the Canadian and US financial markets and has been Chief Financial Officer of First Majestic since February 2007. Prior to First Majestic, Mr. Polman had been a Chief Financial Officer for six years with a number of publicly traded high technology companies, prior to which he served several years as the Director of Finance for Rescan Environmental, a large privately owned company serving the global mining community. Mr. Polman has a Bachelor of Science (Economics) Degree from the University of Victoria and he is a member of the Institute of Chartered Accountants of British Columbia. Mr. Polman also brings eight years of prior public accounting experience with Deloitte, LLP.

Ramon Davila, Director

Mr. Davila, a Mexican citizen residing in Durango, has an Engineering degree in Mining and Metallurgy and a Masters degree in Minerals Economics. He worked for Industrias Penoles, the largest silver producer in Mexico from 1978 to 1987 and then became the VP of Mining Operations for Luismin until 1993. From 1998 to 2002, Mr. Davila was President of Plata Panamericana SA de CV, a wholly owned subsidiary of Pan American Silver Corp. (PAA: TSX; PAAS: NASDAQ) where he was in charge of all aspects of production, exploration and administration of Pan American's Mexican operations. Mr. Davila has been the Chief Operating Officer and a director of First Majestic since 2004.

Mr. Davila was also the National President for the Association of Mining Metallurgist and Geologists in Mexico from 1996 to 1998 and is currently a member of the board of Directors of the Chamber of Mines in Mexico. He is also a member of the Society of Mining Metallurgical and Exploration Engineers.

Chris Osterman, Director

Dr. Osterman has thirty years experience in both metal production and exploration in North and South America, Africa, and Asia. Most recently, Dr. Osterman played an integral role in the discovery and development of the San Jose silver deposit in Oaxaca, Mexico; and the Zuun Mod molybdenum deposit in Mongolia. Dr. Osterman's area of expertise lies in new project reconnaissance and exploration strategy. Dr. Osterman completed a PhD at the Colorado School of Mines focusing on sediment-hosted copper deposits in Namibia and is the President and a director of Sundance.

Raul Diaz, Director

Mr. Diaz has thirty years in mineral exploration and management in Latin America, a twenty year veteran with the Peñoles Company. Mr. Diaz was the Peru Country manager for Peñoles and was most recently General Manager for Continuum Resources Mexico.

Mr. Diaz has a unique ability to understand and negotiate with local community groups, an increasingly important aspect of the mining business in a world where land-use issues have the potential to hold up and even halt project development. Mr. Diaz is currently Vice President of Exploration and a director of Sundance

David Shaw, Director

Mr. Shaw is currently the President, Chief Executive Officer and a director of Albion. Since completing his doctorate in 1980, Mr. Shaw has worked both in the technical and financial communities within the resource industry. Seven years were spent with Chevron Resources in Calgary and Vancouver, employed initially as an in-house structural consultant on both metal and hydrocarbon exploration programs and then as a member of a hydrocarbon project financial evaluation team. Upon leaving Chevron, he initiated and developed the Resource Research Group at Charlton Securities Ltd., Calgary before assuming the position of Senior Mining Analyst, Corporate Finance, at Yorkton Securities Inc. in Vancouver. Throughout Mr. Shaw's career, he has built strong relationships with European financial institutions and the global mining community.

Financial Information

Financial information for Sundance, including pro forma financial information following completion of the Sundance Acquisitions, will be provided via a further press release in due course.

Sponsorship

Sponsorship of the Proposed Transaction is required pursuant to Exchange Policy 2.2 unless an exemption is obtained by the Corporation. The Corporation intends to apply for an exemption to sponsorship. There is no guarantee that an exemption will be granted by the TSXV. In the event sponsorship of the Proposed Transaction is required, information concerning same will be disclosed in a subsequent press release.

Other Proposed Transaction Information

David Shaw, the President, Chief Executive Officer and a director of Albion, is also a director of First Majestic. To the knowledge of Albion, no other directors or officers of Albion are related parties to First Majestic, Sundance, NumberCo or Terra Plata.

The parties will mutually agree on the final structure for proceeding with the Proposed Transaction following completion of due diligence and a review of tax, accounting, corporate and securities law issues. It is anticipated that in conjunction with the Proposed Transaction, Albion may continue to British Columbia and, if necessary, Albion may effect a consolidation of its common shares in conjunction with the closing of the Proposed Transaction.

Upon completion of the Proposed Transaction, First Majestic will receive a cash payment from the Resulting Issuer in the amount equal to the sum of: (i) the aggregate amount of funds advanced by First Majestic to any of the other parties prior to the closing of the Proposed Transaction whether pursuant to loan agreements or otherwise, together with all accrued and unpaid interest thereon, and (ii) all other out-of-pocket expenses incurred by First Majestic in connection with the Proposed Transaction ("Expense Reimbursement").

Following completion of the Proposed Transaction, it is anticipated that First Majestic will distribute all shares of the Resulting Issuer which it holds to its shareholders by way of dividend in kind and the Resulting Issuer will use its reasonable commercial efforts to qualify the distribution of such shares to US residents.

Trading Halt

Trading in Albion's common shares on the TSXV is halted and will remain so until the documentation required by the TSXV in relation to the Qualifying Transaction has been reviewed and accepted by the Exchange.

Subject to satisfaction or waiver of the conditions precedent discussed in this press release and in the Definitive Agreements to be entered into by the parties, the Corporation anticipates the Proposed Transaction will be completed on or about September 15, 2014.

Other Information

Chris Osterman Ph.D. P.Geo., the President and a director of Sundance, is the Qualified Person who has reviewed, verified and approved the mining scientific and technical information contained in this press release in relation to the Miranda Property.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this press release with respect to the parties was supplied by each of the parties for inclusion herein. Albion and its directors and officers have relied exclusively on Sundance, Terra Plata, NumberCo and First Majestic for any information concerning same.

Forward-Looking Information: This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this press release contains forward-looking information in relation to the proposed Qualifying Transaction of the Corporation including the Sundance Acquisitions, the Proposed Transaction, the properties which will be acquired pursuant to the Proposed Transaction and the exploration and development potential of such properties, the Offerings, timing for completion of the Proposed Transaction and the execution of Definitive Agreements. This forward-looking information reflects the Corporation's current beliefs and is based on information currently available to the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to: the completion of satisfactory due diligence of all parties in relation to the Sundance Acquisitions and the Proposed Qualifying Transaction; the negotiation and execution of the Definitive Agreements for the Sundance Acquisitions and the Proposed Transaction; future exploration results, costs and expenses in relation to the properties being acquired pursuant to the Proposed Transaction being based on, and being consistent with, historical exploration results, costs and expenses, adjusted for inflation; the satisfactory fulfilment of all terms and conditions contained in any of the Definitive Agreements; the receipt of all required approvals including regulatory, TSXV, director and shareholder approvals; market acceptance of the Offerings; and successful completion of the Offerings.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities, mining securities and junior market securities; commodity prices; delay or failure to receive board or regulatory approvals; the actual results of future exploration operations; natural resource company market conditions and the market conditions of the natural resource industry in general; competition; changes in legislation, including environmental legislation, affecting the Corporation; timing and availability of external financing on acceptable terms. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release represent the expectations of the Corporation as of the date of this press release and, accordingly, are subject to change after such date. However, the Corporation expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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

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