TORONTO, ONTARIO--(Marketwired - April 6, 2017) - Routemaster Capital Inc. (TSX VENTURE:RM) ("Routemaster" or the "Company") has entered into an agreement to purchase a royalty covering former producing gold mines in the Province of Quebec. The Purchase Agreement also provides Routemaster with an option to purchase a 1.5% net smelter returns royalty in respect of a potash development property in Ethiopia.
The Quebec gold royalty is a 2.0% net smelter returns royalty covering approximately 10,794 hectares in the Val d'Or region of Quebec (the "Quebec Gold Royalty"). QMX Gold's Val d'Or Mining Camp property is located on the southeastern portion of the historic Abitibi belt, one of the world's most prolific mining districts. The royalty underlies ground that includes at least three formerly producing gold mines, including Ferderber and Lac Herbin. Most recently, gold was mined by QMX Gold at the Lac Herbin mine until 2016 and approximately $1.5 million was payable by QMX Gold in respect of this royalty between 2013 and 2016.
As consideration for purchasing the Quebec Gold Royalty, Routemaster will issue to the Vendor 11,000,000 common shares, which, based on the closing price of $0.125 as of April 5, 2017, have a deemed value of $1,375,000.
Details of the Acquisition
Routemaster and Forbes & Manhattan, Inc. (the "Vendor") entered into a royalty purchase agreement dated April 5, 2017 (the "Purchase Agreement"). Subject to certain terms and conditions, Routemaster has agreed to purchase the Quebec Gold Royalty in consideration for 11,000,000 Routemaster common shares. As a result of the proposed share issue, the Vendor would acquire and hold 11,000,000 Routemaster common shares, which would represent approximately 40% of the outstanding Routemaster common shares at the time of closing. The Vendor would become a "control person" of Routemaster and consequently the proposed acquisition will be subject to Routemaster shareholder approval and regulatory approval, including approval of the TSX Venture Exchange. The proposed acquisition is an arm's length transaction for Routemaster. No finder's fees are being paid in connection with the proposed transactions.
Routemaster has also acquired an option to purchase a 1.5% royalty in respect of a potash project in Ethiopia, which royalty is held by an affiliate of the Vendor. The Vendor has granted exclusivity to Routemaster to conduct a due diligence review on this royalty and the underlying project for a period of four months. To exercise its option, Routemaster would issue to an affiliate of the Vendor an additional 5,000,000 Routemaster common shares. It is expected that completion of this acquisition would be subject to Routemaster shareholder approval and receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange.
In addition to the Quebec Gold Royalty and the option to purchase the potash royalty, Routemaster has obtained a 24-month right of first refusal to acquire additional royalties and streaming interests held by the Vendor. The Vendor has a global network of resource companies and contacts through which it has created and fostered several resource companies with billion-dollar market capitalizations. Through this right of first refusal and the Vendor's significant shareholding, Routemaster believes it has secured access to the Vendor's network thereby providing Routemaster shareholders with a potential pipeline of accretive investments.
About Routemaster Capital Inc.:
Routemaster Capital Inc. is a Canadian investment company that carries on business with the objective of enhancing shareholder value.
FORWARD LOOKING STATEMENTS: This news release contains certain forward-looking statements, including statements regarding the value and prospective nature of the projects underlying the royalties, ability to complete the proposed transactions on the terms proposed, ability to compile a portfolio of royalties or streaming interests, future acquisitions and opportunities of the Company, obtaining shareholder approval, obtaining regulatory approval, the Company's access to the Vendor's network and the ability of the Company to attract required financing. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, except 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.