VANCOUVER, BC / ACCESSWIRE / March 10, 2020 / Blue Lagoon Resources Inc. ("Blue Lagoon" or the "Company") (CSE:BLLG)(FSE:7BL)(OTCQB:BLAGF) is pleased to announce that the Company has entered into a definitive business combination agreement dated March 9, 2020 (the "Agreement") with Metal Mountain Resources Inc. ("Metal Mountain") to acquire Metal Mountain in exchange for approximately 12.15 million common shares of the Company (the "Transaction"). Metal Mountain holds a 50.84% interest in Gavin Mines Inc. ("Gavin Mines"), which holds a 100% interest in the Dome Mountain mine, and 100% of Lloyd Minerals Inc., which holds a 100% interest in the Big Onion porphyry copper project, both located in northwest British Columbia.
Pursuant to the terms of the Agreement, Metal Mountain will amalgamate with a newly-incorporated subsidiary of the Company to form one corporation under the provisions of the Business Corporations Act (British Columbia) ("Amalco"). Amalco will be a wholly-owned subsidiary of the Company. The shareholders of Metal Mountain will on closing receive 0.97266 common shares in the capital of the Company in exchange for every four outstanding common shares of Metal Mountain held by them. The board and management of Gavin Mines will be reconstituted, such that the Company will have control of the board of Gavin Mines on closing of the Transaction.
Completion of the Transaction is subject to satisfaction of a number of conditions, including completion of due diligence investigations of Metal Mountain to the satisfaction of the Company; Metal Mountain using reasonable efforts to ensure its outstanding debt on closing of the Transaction does not exceed $5.5 million - to be paid out of the proceeds of future production; approval of the Transaction by the Metal Mountain shareholders; and the receipt of any required regulatory and third party consents.
The Transaction is also subject to the Company having acquired the shares of Gavin Mines held by AGC Investments Inc. ("AGC"), or receipt of satisfactory documents and approvals relating to such transfer. Blue Lagoon has a binding letter of intent with AGC, a private company which holds a 27.44% interest in Gavin Mines, to acquire AGC's interest in Gavin Mines.
"The signing of this definitive agreement is a major milestone for Blue Lagoon as we continue to move the Company towards the goal of transforming it into a development stage gold company focused on advancing a very promising gold property in British Columbia that holds both - a Mining Permit and an Environmental Management Act Permit - which provides for up to 75,000 tonnes annually," said Rana Vig, President and CEO of Blue Lagoon Resources.
The company will continue to move expeditiously on closing the transaction and, in subsequent news releases, will be providing further information on its plans for the Dome Mountain Gold Mine Project as well as its other properties.
Readers are cautioned that no decision to proceed to production has been made at this time.
For further information, please contact:
Rana Vig
President and Chief Executive Officer
Telephone: 604-218-4766
Email: [email protected]
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Statement Regarding Forward-Looking Information: This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Blue Lagoon Resources Inc. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include results of exploration activities may not show quality and quantity necessary for further exploration and exploitation of minerals deposits, market prices, and continued availability of capital and financing, permitting and other approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
SOURCE: Blue Lagoon Resources Inc.