Vancouver, British Columbia--(Newsfile Corp. - October 2, 2024) - Geologica Resource Corp. (CSE: GRCM) (FSE: 862) ("Geologica" or the "Company") announces that further to its news release dated September 23, 2024 announcing its intention to raise up to C$300,000 through the issuance of up to 6,000,000 units at a price of C$0.05 per Unit, with each Unit comprising one share of common stock and one-half of one share purchase warrant (the "Offering"), Geologica wishes to make additional Canadian prospectus exemptions available for wider participation by investors in the Offering.
CORPORATE UPDATE
Geologica is focused on exploration of copper and critical minerals for electrification. Geologica's Topley Copper Project is located with excellent infrastructure in the Babine Porphyry Belt of central British Columbia (the"BPB"). The BPB is a very active area with major miners investing in junior explorers. The company recently acquired the Titan rare critical minerals/copper/gold and Lincoln copper/gold property in the Atlin camp. Atlin is an under explored area in northwestern British Columbia with many operating and past producing precious and base metal mines.
Geochemistry has identified high priority copper exploration target areas and a kilometer-scale VMS target area aligned with regional magnetic targets
The region is known for its large porphyry, copper/gold, and copper/molybdenum deposits including past producing copper mines, Granisle and Bell
Topley is on trend with the NAC discovery (1.09% Cu over 300M) as well as the Duke deposit
The property is located in central BC, is Road Accessible, Near required labour and expertise and Cost effective to explore.
BC Hydro power lines transect the property and several water sources are available on the property
Topley Copper Property consists of 10 mineral claims totaling over 4,121 Ha with known prospects and showings.
Geologica's recent field work included prospecting, verification of outcrops and showings and a drone magnetic survey.
Results from the recent field work is pending.
TITAN PROPERTY
The recently acquired "Titan" property ("Titan") is located in the Atlin mining district. Titan is a poly metallic property, rock samples have shown elevated levels of copper, silver and rare critical metals antimony and tellurium. Gold assays from 2018 rock samples reached 11.4 g/t.
Skytem and Induced Polarization surveys are being re-interpreted to identify drill locations for the 2025 spring season. A map of the area magnetics is pending.
LINCOLN PROPERTY
The recently acquired Lincoln Property in the Atlin Mining Division is thought to have the potential of hosting lode gold mineralization. These claims contain similar geology to the producing Otter Creek gold claims 33km to the southwest. Bonanza grade gold is hosted in quartz veins emplaced along structures in phyllite bedrock at Otter Creek. The coarse gold in bedrock supports a new placer source for the Atlin Gold Fields. The findings at Otter Creek are not necessarily indicative to the mineralization on the Lincoln Property.
Both Spatial Geochemical Hydrocarbon (SGH) and MMI surveys in 2019 identified gold anomalies. Geologica recently conducted additional SGH and MMI surveys along with a drone magnetics survey. Results from the surveys are pending. The results from these surveys will guide drilling for the spring.
PRIVATE PLACEMENT SHARE OFFERING
As an update to the private placement announced September 23, 2024, the Offering will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Corporation, to purchasers who have obtained suitability advice from a registered investment dealer pursuant to the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the "Investment Dealer Exemption") and to existing shareholders of the Corporation pursuant to the exemption set out in British Columbia Securities Commission BC Instrument 45- 534 (Exemption from prospectus requirement for certain trades to existing security holders) (the "Existing Shareholder Exemption").
There is no minimum Offering size and the maximum offering is 6,000,000 units for gross proceeds of $300,000. Assuming the Offering is fully subscribed, the Corporation plans to allocate the gross proceeds of the Offering to: (i) exploration on its BC properties ($150,000) and (ii) general working capital ($150,000).
If the Offering is not fully subscribed, the Corporation will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Corporation determine is in the best interests of the Corporation. Although the Corporation intends to use the proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set out above depending on future operations, events or opportunities.
If the Offering is over-subscribed, subscriptions will be accepted at the discretion of the Corporation; therefore, it is possible that a subscriber's subscription may not be accepted by the Corporation even though it is received within the Offering period unless the Corporation determines to increase the size of the Offering.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian jurisdictions. Shareholders of record of the Corporation as at September 22, 2024 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption. To rely upon the Existing Shareholder Exemption, the subscriber must: a) have been a shareholder of the Corporation on the Record Date and continue to hold shares of the Corporation until the date of closing of the Offering, b) be purchasing the Shares as a principal and for their own account and not for any other party, and c) may not subscribe for more than $15,000 of securities from the Corporation in any 12 month period unless they have first received advice from a registered investment dealer regarding the suitability of the investment. Existing shareholders interested in participating in the Offering should consult their investment advisor or the Corporation directly.
In accordance with the requirements of the Existing Shareholder Exemption and the Investment Dealer Exemption, the Corporation confirms there is no material fact or material change related to the Corporation which has not been generally disclosed. The Offering may be closed in one or more tranches as subscriptions are received. There is no minimum subscription amount.
The securities issued under the financing will be subject to restrictions on resale for 4 (Four) months and a day, pursuant to applicable Canadian securities laws and the rules of the Canadian Securities Exchange.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "ensuring", "believe", "anticipate", "will", "would" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, this news release contains forward-looking information pertaining to the Company's plans and objectives with respect to the Topley Project. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, environmental risks, limitations on insurance coverage, failure to obtain all necessary regulatory approvals, risks and uncertainties inherent in the exploration and development of mineral properties, and other risk factors set forth in the long-form prospectus of the Company dated July 22, 2022 under the heading "Risk Factors", a copy of which is available on the Company's SEDAR profile at www.sedarplus.ca. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including, but not limited to, the assumption that general business and economic conditions will not change in a materially adverse manner. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.
