Mr. Bonn Smith reports
GOLDHAVEN ANNOUNCES AMALGAMATION AGREEMENT TO ACQUIRE BOA GOLD CORP. AND PROVIDES CORPORATE UPDATE
Goldhaven Resources Corp. has entered into an amalgamation agreement dated Dec. 16, 2024, among BOA Gold Corp. (BOA), Goldhaven and 1516478 B.C. Ltd. (Subco), a wholly owned subsidiary of Goldhaven, pursuant to which Goldhaven and BOA will combine their respective business by amalgamating BOA with Subco to form one company.
"This agreement marks a pivotal milestone in Goldhaven's journey,"
stated Bonn
Smith, chief executive officer of Goldhaven.
"The acquisition of these high-potential gold and critical mineral properties in Brazil significantly accelerates our growth trajectory. With full ownership of a drill-ready gold asset featuring two high-priority targets, we are strategically positioned to advance resource development and unlock substantial exploration value. This agreement not only fortifies our competitive standing in the global market but also grants us the operational flexibility to maintain year-round productivity across both hemispheres. We are energized by the immense opportunities this creates and are steadfast in our commitment to driving sustainable, long-term value for our shareholders and stakeholders alike."
Overview of BOA Gold's Brazilian properties
Goldhaven has acquired 100-per-cent ownership of four key projects in Brazil-Copecal, Bahia North, Bahia South and Iguatu.
The Copecal project comprises two tenements covering 4,000 hectares in the Juruena gold province of central-western Brazil in the Mato Grosso state; one of the most mining-friendly jurisdictions in Brazil. Copecal is drill ready with two well-defined high-priority drill targets and has excellent access to infrastructure (water, road access, energy). Copecal is only 60 kilometres from Alta Floresta, a 50,000-population centre with daily commercial flights from the state capital. There has been an estimated $1-million (U.S.) in historical exploration expenditure on the property. Follow-up soil sampling generated a six-kilometre strike gold anomaly. Copecal has potential for IRG style gold (intrusive related gold), porphyry style copper-gold, epithermal gold and orogenic gold deposits.
The Bahia North and Bahia South projects cover extensive areas in Bahia state. Bahia North (42,000 hectares) is known for base metals, gemstones and emerald deposits. Bahia South, near the Minas Gerais border, features pegmatite formations hosting valuable elements like niobium, beryllium and lithium.
The Iguatu project in Ceara state comprises three blocks within the Solonopole pegmatitic district. It is recognized for lithium minerals, gemstones and zoned pegmatites enriched with beryllium, tantalum and lithium.
Goldhaven and BOA gold amalgamation agreement terms
Pursuant to the amalgamation agreement,: (i) Goldhaven will issue units to the shareholders of BOA in exchange for their common shares of BOA outstanding at the closing, on a two-BOA-share-for-one-Goldhaven-unit basis, and (ii) amalco will become a wholly owned subsidiary of Goldhaven, all in the manner and subject to the terms and conditions of the amalgamation agreement. Each Goldhaven unit will consist of one common share in the capital of Goldhaven and one common share purchase warrant, with each Goldhaven unit warrant exercisable to purchase one common share of Goldhaven at a price of 25 cents per Goldhaven unit warrant share for a period of 24 months from the closing date.
The transaction is subject to the policies of the Canadian Securities Exchange (CSE), the passing of a special resolution approving the transaction at a special meeting of the BOA shareholders and other customary closing conditions. The company expects that the transaction will be completed in Q1 2025.
Fifty per cent of the Goldhaven unit shares will be restricted from resale for a period of four months from completion of the transaction, while the remaining 50 per cent will be restricted from resale for a period of six months from completion of the transaction. The Goldhaven unit warrants (and any Goldhaven unit warrant shares issued on exercise thereof) will be subject to resale restrictions expiring as to 25 per cent on the closing date, and an additional 25 per cent on each of the first three monthly anniversaries of the closing date.
Corporate update: digital marketing services agreement with Machai Capital Inc.
The company has entered into a digital marketing services agreement dated Dec. 16, 2024, with Machai Capital Inc. Pursuant to the marketing agreement, Machai will, among other things, provide the company with certain marketing services to expand investor awareness of the company's business and to communicate with the investment community.
The services will include, among other things, (i) branding, content and data optimization to assist the company to create in-depth marketing campaigns, (ii) tracking, organizing and executing the services through search engine optimization, search engine marketing, lead generation, digital marketing, social media marketing, e-mail marketing and brand marketing. In consideration of the services, and pursuant to the terms and conditions of the marketing agreement, the company has agreed to (i) pay Machai a fee of $150,000 per month over a two-month term.
The services will be rendered primarily on-line through a variety of news and investment community communications channels. Either party may terminate the marketing agreement at any time upon providing 31 days of written notice to the other party.
Suneal Sandhu, the president of Machai -- located at located at 101-17565-58 Ave., Surrey, B.C., V3S 4E3, and contacted at 1-604-375-0084 and suneal@machaicapital.com -- will be involved in conducting the promotional activity. Machai and Mr. Sandhu currently own one million common shares in the capital of the company and 500,000 common share purchase warrants, each exercisable to acquire one common share at an exercise price of 10 cents per common share until Dec. 4, 2026.
About Goldhaven Resources Corp.
Goldhaven Resources is a Canadian junior exploration company focused on acquiring and exploring highly prospective land packages in North America. The company's projects include the flagship Magno project, a district-scale polymetallic property adjacent to the historic Cassiar mining district in British Columbia, and the Three Guardsman project, which exhibits significant potential for copper and gold-skarn mineralization.
The scientific and technical information disclosed in this document has been reviewed and approved by Jonathan Victor Hill, BSc, Hons, FAUSIMM, a qualified person consistent with National Instrument 43-101.
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