Sphinx Resources Ltd.

Sphinx Resources Ltd.

August 08, 2017 07:00 ET

Sphinx announces the generation of the Tessouat zinc project, Ziac district, Pontiac MRC

MONTRÉAL, QUÉBEC--(Marketwired - Aug. 8, 2017) - Sphinx Resources Ltd. ("Sphinx" or the "Corporation") (TSX VENTURE:SFX) is pleased to announce that it has entered into an agreement with Resources Tranchemontagne Inc. and Gardin Inc. ("Tranchemontagne" and "Gardin") to acquire a 100% undivided interest in 22 claims (13 km2) (the "Claims"), held by Tranchemontagne. The Claims are known as the Tessouat Project (the "Project"), located in the Pontiac MRC in southwestern Quebec.

Under the terms of this agreement, Sphinx acquires the Claims for a consideration that consists of:

  • a payment of $ 26,000;
  • the issuance of 100,000 common shares of Sphinx;
  • carrying out exploration work totaling $ 70,000 over a period of two years with work completed prior to August 1st, 2019; and
  • the grant of a net smelter return of 2%.

The shares to be issued have a deemed price of $ 0.045 per share and will be subject to a four-month hold period. The agreement is subject to TSX Venture Exchange approval and other customary closing conditions. Pursuant to Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101 ("MI 61-101"), the proposed transaction may be classified as a "related party transaction" as Gardin is a principal shareholder of the Corporation. In reviewing the applicable valuation and minority shareholder approval requirements under MI 61-101, the Corporation is relying on the exemptions from such valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(a) of MI 61-101.

The Project is located 5 km northeast of the municipality of Waltham with excellent road access throughout the year. The Project is located at the northern end of a northwest trending corridor as defined by zinc-bearing dolomitic marbles. This corridor has a length of 40 km and is named "Ziac" (abbreviation for "zinc-Pontiac"). The corridor includes the historic New Calumet zinc-lead-silver-gold mine (30 km southeast of the Project) which was operated from 1943 to 1968, the Calumet-Sud project currently explored by Sphinx and its partner SOQUEM, and Sphinx's Green Palladium project (see press release of August 3, 2017).

Sphinx has designed a $ 20,000 exploration program to be completed this summer. The program will consist of soil sampling (approximately 400 samples) that will aim to identify the most prospective areas and define drill targets in this high grade metamorphic environment.

The technical information presented in this press release has been approved by Normand Champigny, President and Chief Executive Officer of Sphinx, and a Qualified Person as defined by NI 43-101.

About Ressources Tranchemontagne and Gardin

Tranchemontagne is a mineral exploration company incorporated in Quebec and is wholly owned by Gardin, itself owned by Michel Gauthier, PhD, géo and director of the Corporation.

About Québec and Sphinx

Quebec has established itself as one of the world's most attractive mining jurisdictions, ranking 6th globally (Fraser Institute press release, February 28 2017). The Quebec government has created market confidence by following a proactive approach to mining policy. Quebec's mining sector has also been encouraged by the clarity and certainty of the legal and regulatory framework adopted by its government. Sphinx is engaged in the generation and acquisition of exploration projects in Québec.

For further information, please consult Sphinx's website.

Neither 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 may contain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results and activities to vary materially from targeted results and planning. Such risks and uncertainties include those described in Sphinx's periodic reports including the annual report or in the filings made by Sphinx from time to time with securities regulatory authorities.

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