Mr. Allan Bezanson reports
GOLD DIGGER RESOURCES INC. ANNOUNCES COMPLETION OF ACQUISITION OF PREMIUM URANIUM CORPORATION
Gold Digger Resources Inc. has completed the acquisition of all the outstanding shares of Premium Uranium Corp., previously announced on March 6, 2024, June 13, 2024, July 23, 2024, Sept. 30, 2024, Oct. 31, 2024, and Dec. 20, 2024. As a result of the acquisition, Premium Uranium and UA92 became wholly owned subsidiaries of the company, and the company indirectly acquired UA92's 100-per-cent-owned mineral property, comprising several prospecting licences in the Republic of Botswana.
The acquisition was completed pursuant to a share purchase agreement (SPA) dated March 6, 2024, as amended, among the company, Premium Uranium, each of the shareholders of Premium Uranium and UA92 Pty. Ltd., a wholly owned subsidiary of Premium Uranium. Upon closing, in consideration for all of the outstanding shares of Premium Uranium, Gold Digger issued a total of 13.3 million common shares to the vendors, at a deemed price of 40 cents per share. The consideration shares are subject to contractual resale restrictions in accordance with which one-sixth of the consideration shares will be released from lock-up on the later of: (i) six months from the closing date; and (ii) the filing date of a Form 51-102F4 business acquisition report (BAR) in respect of the acquisition. Further, one-sixth of the remaining consideration shares will be released from lock-up every six months thereafter over a 36-month period.
In connection with the acquisition, the directors of the company appointed Arnold Brand, a nominee of Premium Uranium, to the board. Please see the company's news release dated June 13, 2023, for a summary of Arno's bio. Management of the company remains unchanged. Additionally, each of the vendors entered into voting support agreements pursuant to which the vendors agreed to approve the appointment of all directors nominated by management of the company at any shareholders meeting held within 12 months of closing.
Within 75 days following the closing, the company will file a BAR, which will include details of the acquisition and audited financial statements for Premium Uranium. Additionally, concurrently with closing the company has filed a National Instrument 43-101 technical report on the UA92 project, titled, "Technical Report on the UA92 Prospecting Licenses, Central District, Botswana," with an effective date of Dec. 21, 2024, which is available on SEDAR+ under the company's profile.
About the UA92 project
The UA92 project is a uranium project consisting of seven prospecting licences totalling approximately 4,828 square kilometres, located in central Botswana. The UA92 project is accessible through the towns of Orapa and Francistown, and can be operated year-round without seasonal influence.
Geologically, the targeted uranium mineralization at the UA92 project is hosted within shallow, flat-to-shallow-dipping sedimentary rocks of the Karoo Supergroup. These Permian to Jurassic-aged sediments were deposited in a shallow, broad, westerly dipping basin, generated during rifting of the African continent. Mineralization typically occurs as stratabound and disseminated pitchblende and coffinite in permeable sandstone as a result of oxidized fluids intersecting reduced basin lithologies. Deposit styles can be subdivided into roll front, tabular, basal channel and tectonic-lithological type. Uranium can be recovered using conventional hydrometallurgical techniques through either acid or alkaline leaching.
Technical information
Technical information contained in this news release has been reviewed by Rory Kutluoglu, PGeo, a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Gold Digger Resources Inc.
Gold Digger is an early-stage mineral resource exploration company. The company's material property is currently the Regnault project, consisting of 71 contiguous mineral claims covering an area of approximately 3,678 hectares, located north-northeast of Chibougamau in the province of Quebec. The company also holds, indirectly through its subsidiary, a 100-per-cent interest, in a mineral property, comprising several prospecting licences in the Republic of Botswana.
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