Not for Distribution to U.S. News Wire Services or Dissemination in the United States
VANCOUVER, BRITISH COLUMBIA, April 29, 2025 (GLOBE NEWSWIRE) -- Buscando Resources Corp. (“Buscando” or the “Company”) (CSE: BRCO) is pleased to announce that it has agreed to acquire 100% of the issued and outstanding shares of Element One Hydrogen Ltd. (“Element One”), a wholly owned subsidiary of Granite Creek Copper Ltd. (“Granite” or “Granite Creek”), pursuant to a share purchase agreement (the “Agreement”) dated April 27 2025 (the “Acquisition”). Element One owns the Star copper-nickel-PGM project consisting of 4485 ha (11082 acres) located in northern British Columbia, Canada (the “Star Project”) and the Union Bay nickel-copper-PGM project which consists of approximately 413 acres (167 ha) of federal mineral claims in Alaska, USA (the “Union Bay Project”). Both projects are located in well-known ultramafic settings that, in addition to the critical mineral potential, also have the potential to utilise novel hydrogen stimulation technologies to produce natural hydrogen from their subsurface rock formations. Through this acquisition, Buscando has secured a strategic opportunity to increase its critical minerals asset base and expand its development focus to include a clean energy initiative in support of the global energy transition.
The Star Project is well located in northern British Columbia within 5 kilometers of the Omineca resource road and hydro-electric power. The property, covering much of the exposed Polaris Ultramafic complex, has been previously explored for copper, nickel and platinum group metals. Granite Creek has recently submitted samples to New England research laboratories for the evaluation of the potential to produce hydrogen in the subsurface though stimulation.
“The Star Project located within 75 km of the company’s flagship Foggy Mountain project presents logistical synergies, with planning for field work underway for both projects from a common camp”, stated Kyler Hardy, president of Buscando. “Work on Foggy Mountain will include follow up of geophysical targets developed from our recent magnetic survey (see news release dated March 3, 2025) as well as surface sampling and mapping. Work on the Star Project will consist of sampling for critical minerals as well as mapping for the geological environment capable of producing hydrogen in the subsurface.”
The Union Bay Project is the subject of an option agreement granting 1508260 B.C. Ltd. (the “Optionee”) the right to earn an 100% interest in the project over three years by making aggregate payments of US$175,000, incurring aggregate expenditures of US$1,200,000 and issuing in aggregate 2,750,000 shares (see Granite Creek Copper news release dated December 17, 2024 for complete terms of the option agreement). Payments of US$50,000 cash and issuance of 500,000 shares have been made to Granite Creek and Buscando will assume the vendor side of the agreement and be eligible to receive the remaining cash and share payments from the optionee should the option agreement be continued.
As consideration for the purchase of Element One, the Company will pay a cash consideration of CAD$150,000 to Granite Creek. The Acquisition is subject to standard closing conditions, including the approval of the Canadian Securities Exchange (the “CSE”). Subject to receiving the approval of the CSE, and the satisfaction of the remaining closing conditions, the Acquisition is expected to close on or about May 30, 2025.
For further information with respect to the Transaction, please refer to the Purchase and Sale Agreement, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Private Placement
Buscando further announces that it intends to complete a non-brokered private placement (the “Offering”) of up to 5,000,000 units (the “Units”) at a price of $0.20 per Unit, for aggregate gross proceeds of up to $1,000,000. Each Unit will consist of one common share in the capital of the Company (each a “Share”) and one-half of one common share purchase warrant (each a “Warrant”). Each full Warrant will entitle the holder to acquire one (1) additional Share (the “Warrant Shares”) at an exercise price of $0.30 per common Share for a period of eighteen (18) months from the closing date, subject to an acceleration clause in the event the trading price of the Shares equals or exceeds $0.45 for a period of ten (10) consecutive trading days.
The Company may pay finder’s fees in connection with the Offering to certain eligible finders in the form of: (i) a cash commission of up to 8.0% of the gross proceeds raised under the Offering from investors introduced to the Company by the finder; and (ii) the issuance of such number of non-transferable common share purchase warrants of the Company (the “Finder’s Warrants”) equal up to 8.0% of the Units issued under the Offering from investors introduced to the Company by the finder.
The Company intends to use the proceeds raised from the Offering for the payment of the purchase price pursuant to the Acquisition, review and completion of the phase 1 work program on the Foggy Mountain Property, review and investigation of future potential property acquisitions and for general administrative Company expenses. The Offering is expected to close on or before May 23, 2025. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the CSE.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
Marketing Initiatives
The Management of the Company is also pleased to announce that it has engaged Fairfax Partners Inc. (“Fairfax”) to provide investor relations and marketing services. Such services shall include investor communications, shareholder and prospective investor outreach, corporate branding support, digital marketing initiatives, social media marketing, and other investor awareness campaigns.
Under the terms of the agreement, Fairfax will receive a fee of $5,000 CAD per month (plus applicable GST) for an initial six (6) month term, commencing on or about May 1, 2025, after which the engagement will continue on a month-to-month basis unless terminated by either party in accordance with the agreement. In addition, the Company has allocated an additional marketing budget of $175,000 CAD over a six (6) month period to Blue Summit Ventures Inc. (Suite 5809, 88 Harbour Street, Toronto, ON, M5J 0C3 – Contact Tyler Thornburn at (416) 873-7662 or email at tyler@bluesummit.ca) who will be working under the direction of Fairfax toward digital marketing initiatives, social media marketing, and broader investor awareness campaigns to enhance the Company’s visibility within the investment community.
Fairfax Partners Inc. is an arm’s-length party to the Company and does not currently own or control any securities of Buscando Resources Corp. For more information, please contact Daniel Southan-Dwyer, President & Founder of Fairfax Partners Inc., at connect@fairfaxpartners.ca. Fairfax’s business address is located at 1238 Seymour Street, Vancouver, BC, V6B 6J6.
Options
The company also announce that it has issued 1.65 million stock options to directors, officers and consultants of the company to purchase up to 1.65 million common shares in the capital of the Company. All stock options granted will vest immediately and shall expire 5 years from the date of issuance. The options have an exercise price of 0.20 cents.
Qualified person
The scientific and technical information disclosed herein has been reviewed and approved by Jeremy Hanson, PGeo., who is an independent consulting geologist to the company and a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.
About the Company
Buscando Resources Corp. is an exploration company focused on the acquisition, exploration and development of natural resource properties located in Canada. For more information on Buscando please contact the Company (+1 250-877-1394) or visit the website www.buscandoresources.com.
This press release contains "forward-looking information" that is based on the Company's current expectations,estimates,forecasts,andprojections.Thisforward-lookinginformationincludes,amongotherthings,statementswithrespect to the completion of the Company's Offering and exploration and development plans and the closing of the Acquisition, as anticipated or at all. The words "will", "anticipated", "plans" or othersimilar words and phrases are intended to identify forward-looking information. Forward-looking statements in this news release includes statements related to the Transaction, receipt of all necessary regulatory approvals to the Transaction, satisfaction of the conditions precedent to the Transaction, closing of the Offering, the intended use of proceeds from the Offering, the payment of finders’ fees and issuance of securities in connection therewith and related matters. Forward-looking information issubject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results,level of activity, performance, or achievements to be materially different from those expressed or implied by suchforwardlooking information.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.
