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IRW-News: Treasury Metals, Inc .: Treasury Metals completes acquisition of neighboring Goldlund project, consolidation of a developing Canadian … | message


IRW-PRESS: Treasury Metals, Inc .: Treasury Metals completes acquisition of neighboring Goldlund project, consolidation of a developing Canadian gold mining district

TORONTO, August 7, 2020 – Treasury Metals Inc. (TSX: TML) (Treasury or the company – 2020-with- qa /) announces that the Company has completed its previously announced acquisition under a share purchase agreement (the Agreement) with First Mining Gold Corp. (First Mining), whereby Treasury acquired all of the issued and outstanding shares of Tamaka Gold Corporation (Tamaka), a wholly-owned subsidiary of First Mining. Tamaka owns 100% of the Goldlund (Goldlund) gold project, which is adjacent to Treasury Metals’ Goliath (Goliath) gold project in northwestern Ontario (the “Transaction”). Matters relating to the transaction have been raised by shareholders of the Company on the principal and special meeting on August 5, 2020 approved.

Greg Ferron, CEO of Treasury, commented: The completion of this acquisition comes at a transformative time for our shareholders and solidifies the Goliath and Goldlund projects as one of the largest undeveloped gold assets in Canada. The close proximity to the Goliath Goldlund gold projects creates a district-scale opportunity of several million ounces with significant potential for resource growth. We are pleased to have the Goldlund Gold Project on our development schedule. In combination with the existing infrastructure in the region and the upcoming economic and technical assessment, it is expected that considerable synergies will arise in the further development of the properties.

Work program on Goliath-Goldlund

Treasury Metals has launched a number of important work programs to advance the two gold projects Goliath and Goldlund. These activities include:

– Carrying out a profitability assessment for a Goliath-Goldlund scenario. Technical studies to support this analysis are already underway, including for the processing plants, mining optimization and the evaluation of a potential operation in Goliath (underground and opencast mining) in combination with opencast mining scenarios for Goldlund. Future technical studies are also expected, among other things for the optimization of the storage facilities for the processing residues (tailings) in order to examine efficiency potentials that can be derived from the joint development of both projects. The results of these studies are expected by the end of 2020.

– Start of a 25,000 meter drill program. Drilling at Goldlund is focused on infill and extension drilling beginning with Zones 1, 4 and 8. At Goliath, drilling will focus on the potential extension of the Eastern C Zone within the resource area. Exploratory drilling is also planned in the likely regional target areas identified through IP and soil sampling programs.

– The collection of environmental reference data has started to support the development and permit activities for Goldlund. Treasury Metals has also secured further support for the approval process in Goliath and continues to develop and discuss operational and development plans with the regional indigenous communities, the public and local stakeholders.

Summary of the transaction

Under the terms of the Transaction, in consideration for the acquisition of Tamaka, First Mining received: (i) 130 million common shares (Common Shares) of Treasury Metals (the Share Consideration); (ii) 35 million Treasury Metals warrants (the Warrants), each warrant entitling the holder to purchase one common share for a period of 36 months at a strike price of $ 0.50 (the Warrant Consideration); (iii) a Net Smelter Returns Royalty of 1.5% on all Goldlund claims (the Goldlund Royalty) with Treasury Metals having the option to repurchase 0.5% of the Goldlund Royalty for $ 5.0 million ; and (iv) a milestone cash payment of $ 5.0 million of which 50% upon receipt of a final and binding mining lease under the Mining Act (Ontario) for ore extraction in the Goldlund open pit and the remaining 50% upon extraction of 300,000 tons of ore from a mine in Goldlund are payable.

As a result of the issuance of the Share Consideration and Warrant Consideration to First Mining, First Mining became a controller of the Company, as defined in applicable Canadian securities laws.

Stock Consolidation

As announced on August 5, 2020, the company also received shareholder approval to conduct the previously announced consolidation (the Consolidation) of their common shares on the basis of three (3) common shares for one (1) common share. The consolidation will take effect on August 11, 2020 and the common shares will trade on the TSX under the new CUSIP number 894647825 (ISIN CA8946478259) the same day after the consolidation. The company’s ticker symbol TML remains the same and TSRMF remains on OTCQB.

Appointments of Directors

In connection with the closing of the transaction, Treasury increased the size of the board of directors (the board of directors) to seven. Treasury announces the appointment of Frazer Bourchier, David Whittle and Daniel W. Wilton as First Mining nominees to the Board of Directors, joining William Fisher (Chairman), Marc Henderson, Flora Wood and Christophe Vereecke.

Doug Bache and Greg Ferron resigned as members of the Board of Directors upon completion of the transaction in order to add the new members to the Board of Directors. The Board of Directors thanks Mr. Bache for his contribution and exemplary service to the company over the years and wishes him all the best in his future endeavors. Mr. Ferron remains CEO of Treasury Metals.

Background of the three new directors

Frazer Bourchier

Mr. Bourchier is a registered engineer with over 30 years of national and international experience in the mining industry. This involved a healthy mix of open pit and underground mining; Plant construction; Operations during ramp-up, turnaround and constant production phases as well as mine closures. This affected both the business for the extraction of precious metals and polymetallic minerals. His many years of experience include both operational field service management and the management of corporate supervision. In addition to this strong combination of technical, site and corporate level experience based on knowledge of strategic planning and corporate risk management, his experience in board governance of public companies and cross-company is complemented by his McMaster University accredited certification as an accredited director. Most recently, Mr. Bourchier was Chief Operating Officer at Detour Gold from January 2018 to June 2019. In this role, Frazer led the turnaround of Detour mining operations in Ontario prior to the sale to Kirkland Lake Gold. From 2012 to 2017, Mr. Bourchier served as Chief Operating Officer at Nevsun Resources, where he led the successful gold oxide mining and development of the copper and zinc expansion projects at the Bisha open pit in Eritrea, with impressive top quartile safety metrics for 6 consecutive Years. He also led the technical due diligence for the hugely successful Timok acquisition in Serbia. Prior to this successful tenure, Frazer was an operational executive at Wheaton Precious Metals (formerly Silver Wheaton). For the first 16 years of his career, he worked at Placer Dome (later Barrick Gold), where he held positions of increasing responsibility, including mining manager and general manager at the Porgera open pit gold mine. Mr. Bourchier holds a bachelor’s and master’s degree in applied science and engineering from the University of Toronto.

David Whittle

Mr. Whittle is a chartered accountant with over 25 years experience as a senior executive in the mining industry. He was responsible for strategic planning initiatives, operations, and all aspects of corporate and financial management and administration. More recently he was Chief Financial Officer of Hillsborough Resources Limited from 2004 to 2007 and both Chief Financial Officer and Company Ethics Officer of Alexco Resource Corp. from 2007 to 2014. Mr. Whittle has served as a director in a number of public companies throughout his career, primarily in the natural resources sector. He has extensive experience with examination boards, compensation boards and special committees. In relation to his most recent positions as a Director, he is currently a member of the Board of Directors of Alio Gold Inc., where he has served as the Chairman of the Audit Committee since 2019. He also served as a Director at Mountain Province Diamonds Inc. from 1997 to May 2020, serving most of the time as Chairman of the Audit Committee and Senior External Director. From June 2017 to May 2018, he was interim CEO of Mountain Province Diamonds Inc. He led the company through a change in chief executive officer and refinancing of its senior debt facility, then resumed his role as independent director. Mr. Whittle holds a Bachelor of Commerce (Finance) from the University of British Columbia.

Daniel W. Wilton

Dan Wilton has over 25 years of experience in mergers and acquisitions (M&A), corporate finance and capital investments in the mining sector. He has executed or advised on mergers, acquisitions, and sales in excess of $ 10 billion and financings in excess of $ 1 billion. Dan has been CEO of First Mining Gold since January 2019. Prior to joining First Mining, he was a partner at Pacific Road Capital Management, a mining-focused private equity investment firm with approximately $ 800 million in assets under management. Dan’s previous roles have included Managing Director and Head of Global Mining and Metals Group at National Bank Financial Inc., Managing Director of Business Development at General Electric in London, England, and other corporate finance and M&A roles at global financial institutions in Toronto and New York . He is currently the Vice Chairman of the Board of Directors and Chairman of the Audit and Finance Committee for Providence Health Care in Vancouver, Canada. Dan holds a B.Comm (First Class Honors) from Queen’s University and an MBA (Honors) from INSEAD in France.

In connection with the Transaction, Treasury and First Mining entered into an investor rights agreement (the Investor Rights Agreement) that gave First Mining the right to appoint three directors, namely Frazer Bourchier, David Whittle and Daniel W. Wilton. In addition: (i) As long as First Mining holds more than 10% of the common stock issued and outstanding, First Mining has the right to nominate two candidates for election as Directors of Treasury Metals; and (ii) as long as First Mining holds more than 5% but less than 10% of the common shares issued and outstanding, First Mining has the right to nominate a candidate for election as Director of Treasury Metals.


Haywood Securities Inc. acted as financial advisor to Treasury Metals. Dentons Canada LLP served as legal advisor to the Special Committee of the Board of Directors and McMillan LLP served as legal advisor to Treasury Metals.

Qualified people

Mark Wheeler, P.Eng., Project Leader, and Adam Larsen, P.Geo., Exploration Manager, are both Qualified Persons under the National Instrument 43-101 Standards of Disclosure for Mineral Project (NI 43-101), and are identified by this news release The scientific and technical information contained therein has been checked and approved on behalf of Treasury Metals.

Contact information

Greg Ferron


Tel: 416-214-4654


Twitter @TreasuryMetals

In Europe:

Swiss Resource Capital AG

Jochen Staiger

About Treasury Metals Inc.

Treasury Metals Inc. is a gold oriented company with assets in Canada and is listed on the TSX under the symbol “TML” and on the OTCQX Best Market under the symbol TSRMF. Treasury’s flagship project, the Goliath Gold Project, is located in a multi-million-ounce gold district in northwestern Ontario. The project benefits significantly from excellent access to the Trans-Canada Highway, associated power and rail infrastructure, and proximity to several communities, including Dryden, Ontario. The Ministry of Finance is planning the initial development of an open pit gold mine followed by underground operations. The Company also owns several other projects across Canada including the Lara Polymetallic Project, the Weebigee Gold Project, and the Gold Rock / Thunder Cloud grassroots gold exploration properties.

Forward-Looking Statements

This press release contains certain statements that may be considered forward-looking statements. All statements in this press release, other than statements of historical fact, that relate to events or developments that management of the company anticipates, are forward-looking statements. Forward-looking statements are often, but not always, identified by words such as expected, anticipated, believes, plans, projects, intends, estimates, sees, potentially, “strategy,” “goals”, objectives, or variations thereof, or by stating that certain actions are taken , Events or results could, could occur, or could, would, “, or will be achieved. Actual results or developments could differ materially from those in forward-looking statements. Treasury disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or for any other reason, except and except as required by applicable securities laws.

Such statements in this news release include Treasury’s development and potential co-development of the Goliath and Goldlund projects, the completion of an economic assessment of a Goliath-Goldlund scenario and related technical studies, the potential joint development of the projects, the start of a drilling program in Goldlund and Goliath and associated exploration wells, collection of environmental reference data, engagement with regional indigenous communities, the public and local stakeholders, the potential for a milestone cash payment under the Goldlund agreement, the timing of consolidation and start of trading in common stocks after the Consolidation and the nomination rights of First Mining under the investor rights agreement.

All forward-looking statements are based on the current beliefs of Treasury Metals as well as various assumptions made by management and the information currently available. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections at the time the statements are made and are based on a number of assumptions and estimates that, although believed to be reasonable by the respective parties, are inherently significant business, economic, competitive and political Subject to conditions as well as social uncertainties and contingencies. Because forward-looking information relates to future events and conditions, it is inherently associated with risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. This includes, but is not limited to, the synergies expected from the unrealized transaction; Business integration risks; operational risks in the development, exploration and production of precious metals; Delays or changes in plans for exploration or development projects or investments; the uncertainty of resource conservation; Health, safety and environmental risks; Gold price and other commodity price and exchange rate fluctuations; Environmental risks; Competition; misjudging the value of acquisitions; Ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations, that consolidation may not occur when expected, that milestones under the agreement may not be reached, continued control and influence of First Mining on the Board of Directors of the Company for their rights under the Investor Rights Agreement and the additional risks described in the Company’s Annual Disclosure Form for the fiscal year ended December 31, 2019, filed with the Canadian Securities Regulators under the Company’s SEDAR profile.

Actual results, performance or achievements could differ materially from those expressed or implied in the forward-looking information. Accordingly, there can be no assurance that any of the events anticipated in any forward-looking information will occur or will occur, or if any of these occur, the benefits that may arise therefrom, and accordingly, readers are cautioned not to place undue reliance on any forward-looking information .

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