JM Capital II Corp. Enters into Letters of Intent to Acquire Mining Projects as its Qualifying Transaction
Toronto, Ontario (FSCwire) - JM Capital II Corp. (TSX-V: JCI.H) ("JM Capital") is pleased to announce that it has signed the following letters of intent (the "LOIs"): (i) a LOI with Cariboo Rose Resources Ltd. (TSX-V: CRB) ("Cariboo Rose"), pursuant to which JM Capital can earn a 60% interest in the Carbonate Hosted Gold project by making payments totaling $15,000, issuing 750,000 common shares and completing $2,850,000 in exploration before Sept 30, 2019 (the "Property Option"); and (ii) a LOI with Lithium Evolution Corp. ("LEC"), pursuant to which JM Capital will acquire all of the issued and outstanding shares of LEC and its interest in the Whabouchi North lithium project in Quebec in exchange for: (i) the issuance of an aggregate of 2,500,000 common shares of JM Capital, or (ii) the issuance of an aggregate of 1,500,000 common shares of JM Capital and a cash payment of $50,000, at the option of JM Capital.
JM Capital intends these transaction to be its Qualifying Transaction under Policy 2.4 of the TSX Venture Exchange (the "TSXV"), with Cariboo Rose being the Qualifying Property.
The Carbonate Hosted Gold Project encompasses 4,072 hectares (10,061 acres) of mineral claims located immediately northwest of the community of Clinton in south-central British Columbia. The project was initiated by Cariboo Rose in 2013 and has been continuous since. The geological basis for the project was the permissiveness for gold mineralization in carbonate rocks (silty sediments and limestone) as demonstrated by the Muddy Lake deposit in northern BC (Wheaton River Minerals Ltd.-now Goldcorp Inc.), the Rackla gold project in the Yukon Territory (Atac Resources Ltd.) and the numerous gold deposits of Carlin Nevada (particularly those of Newmont Mining Corporation and Barrick Gold Corporation).
Since initiating exploration in 2013, Cariboo Rose has discovered three small drainages sourcing in the Marble range that produce highly anomalous gold in silt values with numerous samples ranging in value from greater than 100 ppb gold to 929 ppb gold. These drainages source from an area approximately 8 kilometers wide. One of the clues to the permissiveness of this area for gold mineralization is excerpts from a report written by the Geological Survey of Canada in 1895. In this report G.M Dawson comments "the discovery of several specimens of rock containing richly auriferous haematite [hematite], in gravel deposits near Clinton has been noticed. Inquiries made on the spot show that such specimens, consisting of jaspery haematite with quartz, have been found in three separate locations near the west end of the town of Clinton…It would appear that the eastern edge and the eastern slopes of the Marble Mountains well deserve to be closely examined and searched for the possible origin of the richly gold bearing specimens first alluded to…"
Bill Morton, P.Geo., who is a qualified person within the context of National Instrument 43-101, has read and takes responsibility for the description of the Cariboo Rose property contained in this press release.
The Property Option LOI is to be superseded by a definitive option agreement (the "Definitive Agreement") to be signed on or before December 31, 2016 (or such other date as may be mutually agreed between JM Capital and Cariboo Rose). The Property Option is subject to requisite regulatory approval, including the approval of the TSXV, and the completion of due diligence to the satisfaction of each of JM Capital and Cariboo Rose.
Trading in the common shares of JM Capital has been halted. It is unlikely that the common shares of JM Capital will resume trading until the Property Option is completed and approved by the TSXV.
All information contained in this news release with respect to JM Capital and Cariboo Rose was supplied by the respective parties for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
JM Capital will issue additional press releases related to the final legal structure of the Property Option, financing terms, officers and directors of the resulting issuer, sponsorship and other material information as it becomes available.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction; future developments; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. JM Capital and Cariboo Rose disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For further information, contact:
JM Capital II Corp.
Jay Freeman, President
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 RELEASE
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Source: JM Capital II Corp. (TSX Venture:JCI.H)
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