METALS CREEK GETS EXCHANGE APPROVAL TO OPTION
METALS CREEK GETS EXCHANGE APPROVAL TO OPTION SILVER PROJECT TO QUADRO RESOURCES
Toronto, September 27, 2018. – Metals Creek Resources Corp. (TSX-V: MEK) (“Metals Creek”); Quadro Resources Ltd. (TSX- V: QRO) (“Quadro”), and Benton Resources Inc. (TSX-V: BEX) (“Benton”) are pleased to announce that they have received approval from the TSX Venture Exchange for an option agreement pursuant to which Quadro has acquired the option to earn the one-third interests held by each of MEK and BEX in the jointly staked (33.33% each) Conche Property (see news release dated June 25, 2018) on Newfoundland’s Great Northern Peninsula (the “Option”) (complete details of the option agreement are set out in Metals Creek’s July 9, 2018 news release).
To exercise the Option Quadro is required to issue 1 million shares to each of MEK and BEX over an eighteen month period on the basis of 200,000 shares to each on receipt of regulatory approval for the Option, a further 300,000 shares to each within six months of receipt of regulatory approval and 500,000 shares to each within eighteen months of receiving regulatory approval. Upon exercise of the Option MEK and BEX will each retain a 1% NSR with the Company having the right to purchase 50% of the NSR’s for the payment of $500,000 to each of MEK and BEX.
MEK and BEX which are both insiders of Quadro and as such the transaction is a ”related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested parties, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the transaction nor the consideration to be provided to the interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction.
About Metals Creek Resources Corp.
Metals Creek Resources Corp. is a junior exploration company incorporated under the laws of the Province of Ontario, is a reporting issuer in Alberta, British Columbia and Ontario, and has its common shares listed for trading on the Exchange under the symbol “MEK”. Metals Creek has earned a 50% interest in the Ogden Gold Property, including the former Naybob Gold mine, located 6 km south of Timmins, Ontario and has a 8 km strike length of the prolific Porcupine-Destor Fault (P-DF) that stretches between Timmins, Ontario and Val d’Or, Quebec. Metals Creek also has an option agreement with Quadro Resources on Metals Creeks and Benton Resources Staghorn Gold Project in Newfoundland as well as two option agreements with Anaconda Mining Inc. on Metals Creek’s Jacksons Arm and Tilt Cove Properties also in Newfoundland. The company also has an option agreement on its Clarks Brook property with Sokoman Iron Corp. and is engaged in the identification, acquisition, exploration and development of other mineral resource properties, and presently has mining interests in Ontario, Yukon and Newfoundland and Labrador including the recently acquired Great Brehat project on the Great Northern Peninsula of Newfoundland. Additional information concerning the Corporation is contained in documents filed by the Corporation with securities regulators, available under its profile at www.sedar.com.
On behalf of the Board of Directors of Metals Creek Resources Corp.
"Alexander (Sandy) Stares, President and CEO"
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company’s expectations or projections