Mr. Sylvain Laberge reports
1844 ANNOUNCES NEW OPTION TO ACQUIRE UP TO 100% INTEREST IN HAWK RIDGE PROPERTY AND CONCURRENT PRIVATE PLACEMENTS FOR AGGREGATE GROSS PROCEEDS OF UP TO $1,500,000
Further to its news release of Aug. 13, 2024, 1844 Resources Inc. has entered into an option agreement with Nickel North Exploration Corp., pursuant to which Nickel North has granted options to the company to acquire up to a 100-per-cent interest, free and clear of all encumbrances, except for an underlying net smelter return royalty, in the Hawk Ridge property in Quebec. The option agreement is subject to the approval of the TSX Venture Exchange. The company also announces concurrent non-brokered private placements for aggregate gross proceeds of up to $1.5-million.
The option agreement is an arm's-length transaction with Nickel North and no finders' fees are payable in connection with the option agreement.
Option agreement
Upon execution of the option agreement, the company paid to Nickel North a non-refundable cash payment of $12,000. Additionally, within five business days of the date that is two business days following receipt of the final acceptance by the exchange of the transactions contemplated by the option agreement, the company will pay to Nickel North $200,000 and issue to Nickel North five million common shares in the capital of the company.
First option
Pursuant to the terms of the option agreement, the company will earn an 80-per-cent interest in the Hawk Ridge property by:
- Paying to Nickel North:
- $250,000 on the date that is the one-year anniversary of the effective date;
- $250,000 on the date that is one year following the first anniversary;
- $250,000 on the date that is one year following the second anniversary;
- $250,000 on the date that is one year following the third anniversary;
- $300,000 on the date that is one year following the fourth anniversary;
- Issuing to Nickel North:
- Three million common shares on the first anniversary;
- Three million common shares on the second anniversary;
- Three million common shares on the third anniversary;
- Three million common shares on the fourth anniversary;
- Four million common shares on the fifth anniversary;
- Incurring on the Hawk Ridge property:
- $500,000 of exploration expenditures before the first anniversary;
- $1-million of exploration expenditures before the second anniversary;
- $1.5-million of exploration expenditures before the third anniversary;
- $1.5-million of exploration expenditures before the fourth anniversary;
- $1.5-million of exploration expenditures before the fifth anniversary.
A summary of the foregoing option payments is included in the table below.
Second option
Additionally, the company may earn the remaining 20-per-cent interest in the Hawk Ridge property, subject to the underlying royalty and the NSR royalty (as defined below), by paying to Nickel North an additional $2-million before the date that is one year following the fifth anniversary. If the company exercises the second option, the company will grant to Nickel North a 2-per-cent net smelter return royalty from all mineral production from the Hawk Ridge property.
Concurrent private placements
The company intends to sell and issue by way of a non-brokered private placement: (i) up to 20 million units of the company at a price of 2.5 cents per unit for aggregate gross proceeds of up to $500,000; and (ii) up to 28,571,428 flow-through units of the company at a price of 3.5 cents per flow-through unit for aggregate gross proceeds of up to $1-million.
Each unit will comprise one common share and one-half of one common share purchase warrant. Each unit warrant will entitle the holder thereof to purchase an additional common share at a price of five cents per unit warrant share for a period of 24 months following closing of the unit offering.
Each flow-through unit will comprise one common share, to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each flow-through unit warrant will entitle the holder thereof to purchase an additional common share at a price of five cents per flow-through unit warrant share for a period of 24 months following closing of the flow-through unit offering.
The company reserves its right to reallocate the number of securities issued between the unit offering and the flow-through offering provided that the aggregate value of the offerings does not exceed $1.5-million.
The company intends to use the net proceeds of the unit offering for mineral exploration and for general corporate purposes. The company intends to use the net proceeds of the flow-through unit offering for exploration activities and for general corporate purposes, with the net proceeds from the issuance of the flow-through shares being used to incur resource exploration expenses that will constitute Canadian exploration expenses and flow-through mining expenditures as defined in the Income Tax Act (Canada).
In connection with the offerings, the company will pay a cash finders' fee equal to 8 per cent of the gross proceeds and issue a number of non-transferable common share purchase warrants equal to 8 per cent of the number of units sold under the unit offering to eligible persons who refer investors to the company, where permitted by applicable law and in accordance with the policies of the exchange. Each finder warrant will entitle the holder thereof to purchase a warrant share at a price of five cents per warrant share for a period of 24 months following closing of the unit offering. Any finders' fees to be paid by the company in connection with the flow-through unit offering will be payable in accordance with the policies of the exchange.
All securities issued pursuant to the offerings will be subject to a statutory hold period expiring four months and one day after closing of the unit offering or flow-through unit offering, as applicable. Completion of the offerings is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the exchange.
About the Hawk Ridge property
The Hawk Ridge property comprises 411 claims covering 179 square kilometres over a 50-kilometre belt located on the Ungava Bay, located north of Kuujjuaq, with direct access to tidewater on the east coast of Quebec. The project is known for its nickel and copper content, specifically:
- Nickel North completed mineral resource estimates for the Falco 7, Gamma, Hopes Advance Main and Hopes Advance North deposits. Metals included in the mineral resource estimate are copper, nickel, cobalt, platinum, palladium and gold. The aggregate pit-constrained inferred mineral resource for all four deposits as reported by Nickel North using a $35-per-tonne cut-off was 29.44 million tonnes grading 0.20 per cent nickel, 0.52 per cent copper, 0.012 per cent cobalt, 0.19 gram per tonne palladium, 0.04 gram per tonne platinum and 0.021 gram per tonne gold, corresponding to 0.56 per cent nickel equivalent. 1844 is treating the historical resource as a historical estimate and not a current mineral resource. Please see "Historical resource estimate notes" below for further information.
- The deposit contains an additional exploration target, which was defined by Nickel North in its technical report titled "Technical Report and Updated Mineral Resource Estimate of the Hawk Ridge Nickel-Copper (PGE) Property, Northern Quebec," effective July 5, 2022, with a potential range of 35 million tonnes to 60 million tonnes with grades ranging from 0.35 per cent to 0.40 per cent copper, 0.10 per cent to 0.20 per cent nickel, 0.01 per cent to 0.02 per cent cobalt, 0.03 gram per tonne to 0.05 gram per tonne platinum, 0.15 gram per tonne to 0.20 gram per tonne palladium and 0.03 gram per tonne to 0.05 gram per tonne gold. Exploration targets are based on estimated strike length, depth and width of known mineralization, supported by intermittent drill holes, geophysical data and mineralized surface exposure observations. The potential tonnage and grade of this exploration target are conceptual in nature and there has been insufficient exploration to define a mineral resource. It is uncertain whether further exploration will result in the target being delineated as a mineral resource.
- The Hawk Ridge property hosts disseminated mineralization and subordinate lenses of massive sulphide that are hosted in porphyritic gabbro and olivine-rich gabbro. The sulphide minerals are mainly pyrrhotite, chalcopyrite and pentlandite, with minor violarite and cobaltite.
- Localized concentrations of massive sulphides in gabbro and in remobilized sulphide mineralization in footwall metasedimentary rock found on the Hawk Ridge property, are associated with the presence of copper.
The majority of the Hawk Ridge property is subject to the underlying royalty, of which one-third (that is, 1 per cent) may be repurchased at any time for $1-million. Another 1 per cent of the underlying royalty is subject to a right of first refusal.
Historical resource estimate notes
The historical resource was reported by Nickel North in a technical report entitled "Technical Report and Updated Mineral Resource Estimate of the Hawk Ridge Nickel-Copper (PGE) Property, Northern Quebec," dated effective July 5, 2022. The company views the Nickel North report as relevant and reliable as it was prepared to currently accepted standards. A thorough review of all historical data performed by a qualified person, along with possible additional exploration work to confirm results, would be required in order to produce a current mineral resource estimate for all deposits. A qualified person has not done sufficient work to classify the historical estimate as current mineral resource at this time.
Qualified person
Bernard-Olivier Martel, PGeo, the company's director of exploration, is a qualified person (as such term is defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical disclosure contained in this news release.
About 1844 Resources Inc.
1844 is an exploration company with a focus in strategic and energetic metals and underexplored regions (Gaspe and Nunavik in Quebec). With a dedicated management team, the company's goal is to create shareholder value through the discovery of new deposits.
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