BlueBird Announces Signing of Option Agreement on the Baxter Spring Gold Project in Nevada, Name Change, Share Consolidation, and $2 Million Financing
Vancouver, British Columbia, August 28, 2020 – BlueBird Battery Metals Inc. (TSXV: BATT; US:BBBMF) (the “Company” or “BlueBird”) is pleased to announce that it has entered into an option agreement (the “Option Agreement”) whereby it will acquire a 100% interest in the Baxter Spring Property, Nevada (the “Property”), from Liberty Gold Corp. (TSX: LGD) (“Liberty”) and Liberty’s wholly-owned subsidiary, Pilot Gold (USA) Inc. Prior to completion of the Option Agreement, the Company will complete a company name change, common share consolidation and, concurrently with closing of the option agreement, the Company will complete a $2,000,000 private placement (the “Placement”) the completion of which is a precondition to closing.
Baxter Spring is an intermediate-stage gold exploration project in Nye County, Nevada. The Property consists of 132 unpatented federal lode claims covering 2569 acres (1040 hectares) and is 100% owned by a wholly-owned subsidiary of Liberty, with no royalties or other encumbrances.
- Widespread surface gold anomalies in rocks and soils.
- Drill tested gold mineralization with 128 historical RC and core holes, and a number of previously identified, untested targets.
- Historically, only shallow drill tested, with potential to find additional mineralization at depth.
- Located within a regional N-S trending belt of mineralization that includes Northumberland (3.5 Moz Au) Round Mountain (15 Moz Au), Manhattan (1.5 Moz Au) and Goldfield (5 Moz Au).*
- Low sulphidation epithermal gold veins with bonanza grades (3.1 m grading 240 g/t Au in drill holes BS-8) and stockwork overprinting calcareous sedimentary rocks that could host a bulk-tonnage gold target (69.0 m grading 0.71 g/t Au in drill hole BSC-1).
- Mineralization is oxidized.
- Several drill tested gold mineralized zones are open for expansion and several soil and/or rock anomalies have not yet been drill tested.
- Located primarily on BLM-administered land and lower priority targets located on US Forest Service (USFS)-administered land.
- Excellent road access and nearby power and other amenities.
Peter Dickie, President and CEO of BlueBird, commented, “We are excited by the prospects of this historically explored property. Baxter Spring in an intermediate-stage exploration project with impressive historic results. It sits in one of the world’s most mining-friendly, stable jurisdictions, and is an ideal candidate for modern exploration techniques. The long-term prospects of the gold sector are very strong and, as a result, we could not ignore the possibilities of this project. Entering into this agreement, with the related financing and the inclusion of a significant, highly respected shareholder, will allow us to commence an aggressive, initial exploration program at Baxter Spring.”
BlueBird may acquire 100% of the Property, subject to a 2% NSR retained by Liberty, in consideration for payment of US$500,000 and the issuance of shares equal to 19.5% of the outstanding shares of the Company (after completion of the Placement and the consolidation described below). The shares to be issued to Liberty will be subject to a voluntary one year hold period.
Provided that Liberty holds at least 10% of the outstanding shares of the Company, they have the right to maintain their equity position through participation and top-up rights and retain the right to appoint one director of the Company. Liberty also has a back-in right to acquire a 35% interest in the Property within three years upon payment of the sum of US$1,000,000 to the Company.
Name Change and Share Consolidation
The Company advises that, prior to completion of the Placement and pursuant to resolutions of the Board of Directors of the Company, the Company will consolidate its common shares on a 2 to 1 basis, such that for every 2 common shares currently held, the holder will receive 1 post-consolidated common share (the “Consolidation”). Also pursuant to the Board resolutions, the Company will change its name to “Huntsman Exploration Inc.” and will trade under the new symbol “HMAN”, or such other name and trading symbol acceptable to the TSX Venture Exchange.
There are currently 67,065,288 common shares issued and outstanding. Upon completion of the Consolidation, there will be approximately 33,532,644 common shares issued and outstanding. The exact number of post-consolidated shares will vary depending on the treatment of fractional shares, which will occur when each shareholder's holdings in the Company are consolidated. The Company will not issue any fractional common shares as a result of the Consolidation. Instead, all fractional shares resulting from the Consolidation will be rounded down to the nearest whole number.
In connection with the Option Agreement, the Company announces a “part and parcel” private placement of 10,000,000 units at $0.20 per post consolidation unit for total gross proceeds of $2,000,000 (the “Placement”). Each unit will consist of one post-consolidated common share and one transferable share purchase warrant (a “Warrant”), each Warrant exercisable into one additional post-consolidated common share for a period of three years from the date of issue at a price of $0.35 per share.
Finders’ fees may be payable in whole or on part on the Placement, subject to the policies of the TSX Venture Exchange.
Proceeds of the Placement will be used for Property acquisition costs, exploration on the Property, with $500,000 reserved for general working capital.
All securities issued under the Placement will be subject to hold periods expiring four months and one day from the date of issue.
The above transactions are subject to the acceptance of the TSX Venture Exchange.
The Company also advises that it has cancelled its private placement announced June 10, 2020.
The scientific and technical information contained in this news release has been reviewed and approved by Neil McCallum and is a “Qualified Person” as defined in NI 43-101.
* The historical mineral resource estimates listed above either use categories that are not compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and cannot be compared to NI 43-101 categories, or are not current estimates as prescribed by NI 43-101, and therefore should not be relied upon. A qualified person has not done sufficient work to classify the estimates as current resources, and the mineral resources on neighbouring properties are not necessarily indicative of the mineralization on the Baxter Spring Property
On Behalf of the Board of BlueBird Battery Metals Inc.
President and Chief Executive Officer
For more information, please contact 1-855-584-0160 or [email protected].
Neither TSX Venture Exchange, the Toronto Stock Exchange nor their 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.
Disclaimer for Forward-Looking Information
This press release may contain forward-looking information or forward-looking statements (collectively "forward-looking information") within the meaning of applicable securities laws. Certain forward looking information should also be considered future-oriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures and readers are cautioned that FOFI may not be appropriate for other purposes. Forward-looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate” and similar expressions, or are those, which, by their nature, refer to future events. Forward-looking information in this news release includes, without limitation, discussion of the purchase of a 100% interest in the Baxter Spring Property; the completion of, receipt of regulatory approvals for the name change, Consolidation, and the terms of and use of proceeds of the Placement. Although the Company believes that such information as set out in this press release is reasonable, it can give no assurance that such expectations and estimates will prove to be correct. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various factors, including, but not limited to, the Company may be unable to obtain the regulatory approvals required for the name change, Consolidation, Placement or the purchase of a 100% interest in the Baxter Spring Property, or such transactions may not be successfully completed; the Company may be unsuccessful in marketing the Placement; the Company or Liberty may be unable to satisfy the closing conditions to the purchase of the 100% interest in the Baxter Spring Property; the state of the financial markets for the Company's common shares; the state of the market for gold or other minerals that may be produced generally; and the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's public filings for a more complete discussion of such risk factors and their potential effects which may be accessed through the Company's profile on SEDAR at www.sedar.com.