XXIX and Orecap to sell 100% of the Roger Project toKintavar in an all-share deal
XXIX to own 19.9% of Kintavar without incurring any dilution - no new XXIX shares will be issued
XXIX to transfer existing option to acquire remaining 50% interest in Roger to Orecap
Kintavar is a well financed company able to focus on Roger, and gold exploration and development in eastern Chibougamau
Toronto, Ontario--(Newsfile Corp. - April 22, 2025) - XXIX Metal Corp. (TSXV: XXIX) (OTCQB: QCCUF) (FSE: 5LW0) ("XXIX" or the "Company") is pleased to announce that it has entered into an asset purchase agreement dated April 21, 2025 (the "APA") with Kintavar Exploration Inc. ("Kintavar"), a TSX Venture Exchange ("TSXV") listed mining issuer, and Orecap Invest Corp. ("Orecap") pursuant to which XXIX and Orecap will sell 100% interest in the 987-hectare Roger project (the "Transaction") located in the Chibougamau mining district within the Abitibi greenstone belt (the "Roger Project" or the "Project"). for a purchase price of $2,137,500 (the "Purchase Price").
This Transaction will see XXIX acquire 19.9% of Kintavar without any further dilution or issuance of shares by the Company. The investment in Kintavar represents an opportunity for XXIX and its shareholders to monetize a non-core asset within its portfolio and have exposure to a portfolio of assets within an undervalued, well financed company that has been overlooked by the market. Moving forward, Kintavar will have a refreshed focus on gold exploration in eastern Chibougamau, be well capitalized with over $3.6 million in cash, and will have support from the larger Ore Group.
The Company considers Roger as non-core within its portfolio of assets, as it focuses on development of its primary copper projects: Opemiska and Thierry. This Transaction will allow XXIX to retain exposure to Roger through an equity investment in a company that will be able to refocus attention and capital on Roger, and a larger eastern Chibougamau gold consolidation strategy.
Eastern Chibougamau Gold Strategy
Kintavar's acquisition of the Roger Project immediately boosts its asset base having an updated mineral resource estimate from 2018. At a cut-off grade of 0.45 g/t gold-equivalent, the Indicated Resource is estimated at 10,900,000 metric tonnes at a grade of 0.85 g/t of gold, 0.80 g/t of silver and 0.06% of copper for a total of 333,000 ounces of gold-equivalent, while the Inferred Resource is estimated at 6,569,000 metric tonnes at a grade of 0.75 g/t of gold, 1.18 g/t of silver and 0.11% of copper for a total of 202,000 ounces of gold equivalent. The following metal prices were used in the calculation of gold-equivalent: 1,240 US$ for Au (ounce), 16.528 US$ for Ag (ounce) and 6.549 US$ Cu (Kg) (see XXIX news release dated April 5, 2021). The Roger mineral resources estimate is historical in nature and readers are referred to the statement below regarding historical resources. Roger is a cornerstone asset in the eastern Chibougamau camp. Having Roger as part of its asset base allows Kintavar to become the focal point of a larger Eastern Chibougamau gold consolidation strategy, striving to build a multi-million-ounce resource base across a consolidated and district-scale land package, with necessary infrastructure in place.
Kintavar: Undervalued Portfolio of Gold and Copper Assets
Kintavar has a vast exploration portfolio consisting of 17 projects throughout Quebec. Kintavar has a strategic partner in IAMGOLD, who has an option to acquire up to 80% of its Anik Gold Project ("Anik"). Anik represents additional optionality in the larger Chibougamau camp, being proximal to IAMGOLD's Nelligan project, and has seen excellent drill results including 2.82 g/t gold over 6.3 metres (see Kintavar news release dated June 15, 2022). As part of the option agreement, Kintavar may continue to receive additional payments from IAMGOLD.
Other notable projects include the district-scale Mitchi (Measured & Indicated resource of 2.99Mt @ 0.4% Cu and 4 g/t Ag constrained within a shallow open pit with cut-off grade of 0.2% Cu, Inferred resource of 85Kt @ 0.35% Cu and 3.8 g/t Ag) (see Kintavar news release dated June 15, 2023), Wabash (1.01% Cu, 19.3 g/t Ag over 16.8 metres) (see Kintavar news release dated March 24, 2022), and New Mosher.
Transaction Details
XXIX currently owns a 50% interest in the Roger Project and holds an option (the "Option") to acquire the remaining 50% interest currently owned by SOQUEM Inc. for a purchase price of $1,600,000 to paid by common shares of XXIX ("XXIX Shares").
In connection with the Transaction, XXIX has agreed to transfer the Option to Orecap in consideration for Orecap agreeing to pay the Option exercise price with XXIX Shares currently owned by Orecap (the "Option Transfer"). Orecap currently owns 39,096,852 XXIX Shares, accounting for 15.1% of XXIX Shares issued and outstanding. The Option Transfer enables XXIX to transact on the Roger Project without incurring any further dilution.
Under the APA, the Purchase Price will be paid by the issuance of class A common shares of Kintavar ("Kintavar Shares") a deemed price of $0.025 per Kintavar Share to be allocated equally between XXIX and Orecap. Upon completion of the Transaction, it is anticipated that XXIX and Orecap will each own approximately 19.97% of the outstanding Kintavar Shares, and will each become a Control Person (as such term is defined under the policies of the TSXV) of Kintavar.
The completion of the Transaction is subject to the satisfaction of various conditions, including but not limited to: (i) the completion of the transfer and sale of good and marketable title of the Roger Project; (ii) the completion of the Option Transfer and exercise of the Option; (iii) the working capital of Kintavar being equal to or greater than $3,625,000; (iv) Kintavar's management and board of directors being reconstituted with Orecap and XXIX having the right to appoint a new executive team and two nominees to the board of directors of Kintavar; and (v) the receipt of all requisite regulatory or governmental authorizations and consents (as applicable), including but not limited to approval of the TSXV and shareholders of Kintavar. The closing of the Transaction is expected to occur in June 2025.
There is no finder's fee payable in connection with the Transaction.
The Option Transfer will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Orecap is a related party (as defined in MI 61-101) of the Company. The Company will rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(b) of MI 61-101 in respect of related party matters, as the Company is listed on the TSXV and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Option Transfer, insofar as it involves the related parties, exceeds $2,500,000 (as determined under MI 61-101).
Kintavar is a Canadian mineral exploration corporation engaged in the acquisition, assessment, exploration and development of gold and base metal mineral properties. Its flagship project is the Mitchi - Wabash copper-silver district (approx. 39 000 hectares, 100% owned) located 100 km north of the town of Mont-Laurier and 15 km East of the town of Parent in Quebec. Both properties cover an area of more than 300 km2 accessible by a network of logging and gravel roads with access to hydro-electric power already on site, major regional roads including railroad and a spur. The properties are located in the north-western portion of the central metasedimentary belt of the Grenville geological province. The projects primarily focus on sediment-hosted stratiform copper type mineralization (SSC) but include Iron Oxide Copper Gold (IOCG) and skarn type targets. Osisko holds a 2% NSR on 27 claims of the southern portion of the Mitchi property, outside of the sedimentary basin. Kintavar also has exposure in the gold greenstone belts of Quebec by advancing the Anik Gold Project in a partnership with IAMGOLD.
About XXIX Metal Corp.
XXIX is advancing its Opemiska and Thierry Copper projects, two significant Canadian copper assets. The Opemiska Project, Canada's highest-grade copper resource, spans 13,000 hectares in Quebec's Chapais-Chibougamau region, with strong infrastructure and nearby access to the Horne Smelter. A January 2024 resource update reported a 16% increase in contained Copper Equivalent (CuEq) and a 10% grade boost, including 87.3 million tonnes at 0.93% CuEq (Measured & Indicated) and additional Out of Pit resources of 10.1 million tonnes at 1.37% CuEq (Measured & Indicated) (see QC Copper and Gold news release of 8 January, 2024). The Thierry Project hosts two past-producing open pits that transitioned to underground mining-producing 5.8Mt @ 1.13% Cu, 0.14% Ni between 1976 - 1982 by UMEX Inc. (see QC Copper news release of 1 October, 2024; see note below regarding historical mineral resources estimates). Historically, copper concentrate was shipped to the Horne Smelter in Rouyn-Noranda, QC. Significant infrastructure is already in place, with the Thierry property being accessible via all-season road, an airport within 5km, a provincial power grid within 8km, and nearby rail. With these two high-potential projects, the Company has solidified its position as a key player in the Canadian copper sector and has established itself as one of Eastern Canada's largest copper developer.
Exploration Results Published on Neighboring Properties
Readers should note that any technical and scientific results published on neighboring properties to XXIX or Kintavar do not necessarily apply to the current projects or properties being disclosed.
Disclosure Regarding Historical Resources
As at the date of this news release, a qualified person has not completed sufficient work to classify the Roger or Thierry historical mineral resources estimates as current mineral resources or mineral reserves in accordance with NI 43-101 and XXIX is not treating the historical estimate above as current mineral resources. XXIX views this historical data as a conceptual indication of the potential size and grade of the copper-nickel deposits in the area, and this data is relevant to ongoing exploration efforts.
QP Statement
The technical information contained in this news release has been reviewed and approved by Charles Beaudry, P.Geo and géo., Director and Vice President Exploration for XXIX Metal, a Qualified Person, as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects.
For further information, please contact:
Stephen Stewart, Chairman Phone: 416.644.1567 Email: info@oregroup.ca
Forward-Looking Statements
This news release contains certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular, this news release contains forward-looking information in relation to: the timing and anticipated receipt of required regulatory (including TSXV) and other third party approvals for the Transaction and the Option Transfer; the ability of XXIX to satisfy the other conditions to, and to complete, the Transaction; and the anticipated timing of the closing of the Transaction. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the current share price of the share of the Company; TSXV acceptance and market acceptance of the Transaction and the Option Transfer; the Company's current and initial understanding and analysis of its projects; the Company's general and administrative costs remaining constant; market acceptance of the Company's business model, goals and approach; and the feasibility and reasonableness of conducting exploration on and developing any of the Company's projects. Forward-looking information is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: there is no certainty that work programs will result in significant or successful exploration and development of the Company's properties; uncertainty as to the actual results of exploration and development or operational activities; uncertainty as to the availability and terms of future financing on acceptable terms; uncertainty as to timely availability of permits and other governmental approvals; the Company may not be able to comply with its ongoing obligations regarding its properties; the early stage development of the Company and its projects; general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for securities, junior market securities and mining exploration company securities; commodity prices; the actual results of current exploration and development or operational activities; competition; changes in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation or income tax legislation, affecting the Company; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors which may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
