VANCOUVER, BC, Sept. 12, 2023 /CNW/ – Caravan Energy Corporation (CSE: CNRG) (“Caravan” or the “Company“) is pleased to announce that it has entered into agreements dated September 11, 2023 to acquire (“Acquisition“) rare earth TREO properties located near Prince George, British Columbia, comprised of a total of 27 mineral claims and totaling 4,610 hectares (“TREO Property“).

Pursuant to an agreement with the vendors thereof, the Company has agreed to acquire‎ 24 mineral claims in consideration for $100,000 in cash, 4,363,636 common shares (each, a “Consideration Share“) of the Company, and the grant of a 2% net smelter returns (“NSR“) royalty (subject to the Company’s right to buy-back 50% of the NSR royalty for $1,000,000). The Consideration Shares will be subject to a four month and one day hold period pursuant to applicable securities laws and will also be subject to a voluntary leak out schedule whereby they will be released over a 36-month period from the date of closing (“Closing“).

Pursuant a separate agreement with the separate vendors thereof, the Company has agreed to acquire three mineral claims in consideration for $100,000 in cash, 1,045,454 Consideration Shares, and the grant of a 2% NSR royalty (subject to the Company’s right to buy-back 50% of the NSR royalty for $500,000). $50,000 of the cash consideration is to be paid upon Closing‎ and the remaining $50,000 ‎is to be paid on or before January 31, 2024‎. The Consideration Shares will be subject to a four month and one day hold period pursuant to applicable securities laws and will also be subject to a voluntary leak out schedule whereby they will be released over a 30-month period from the date of Closing. 

The Consideration Shares will be issued at a deemed value of $0.52 per share, being the closing price of the Company’s common shares on September 11, 2023.

All the vendors are arm’s length the Company, and the Closing of the Acquisition is subject to customary closing conditions.

The TREO Property is situated adjacent to the north, east, and south of the Wicheeda rare-earths property of  Defense Metals Corp. (TSX-V: DEFN) (“Defense Metals“), in respect of which  Defense Metals has commenced Pre-Feasibility Study work.¹

The Company has agreed to pay, upon completion of the Acquisition, a finder’s fee of 579,371 common shares (the “Finder’s Fee Shares“), being equal to 10% of the total consideration value paid pursuant to the Acquisition, to an arm’s length party. The Finder’s Fee Shares will be subject to a four month and one day hold period pursuant to ‎applicable securities laws‎.

The Company is a mineral exploration company based in Vancouver, BC and holds options over the EBB Nickel-Cobalt Property located in British Columbia, Canada.

 

The scientific and technical content of this news release has been reviewed and approved by Ike A. Osmani, P. Geo., a consultant of the Company, who is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to the Closing of the Acquisition, including the timing thereof, if it is to close at all. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will”, “will be” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals.  Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release.

SOURCE Caravan Energy Corporation