Mr. Craig Alford reports
LINEAR ANNOUNCES ACQUISITION, SHARE CONSOLIDATION AND PRIVATE PLACEMENT
Linear Minerals Corp. has entered into a letter of intent (LOI) outlining its intention to acquire the Mooney Lake uranium project, the Hatsoff tungsten-molybdenum project and the Gorge lithium project via the acquisition of all of the issued and outstanding shares of Critical Prospecting Corp., the current owner of the properties. Under the terms of the LOI, Linear will acquire all of the issued and outstanding securities of Critical Prospecting in exchange for the issuance of 4,788,000 postconsolidation shares (as defined below) at a price of 25 cents per postconsolidation share for a total purchase price of $1,197,000.
The company believes its combined asset base, including the properties, provides stronger leverage to growing demand for critical minerals driven by global electrification and energy transition trends. While the properties provide exposure to key critical minerals, the properties are considered non-core assets within the company's broader portfolio. Linear Minerals intends to prioritize capital allocation and exploration efforts toward its core properties, including the Lac Marion and Lac Coulombe projects.
A brief description of the properties is as follows:
- The Mooney Lake uranium project in Saskatchewan, located within the Athabasca basin, comprises 3,465 hectares of prospective ground hosting known uranium occurrences and geophysical targets. Historical work has identified uranium mineralization, and the company may undertake additional exploration programs to further evaluate the project's potential.
- The Hatsoff tungsten-molybdenum project in British Columbia covers approximately 3,004 hectares and hosts skarn-style mineralization prospective for tungsten, molybdenum, copper and rare earth elements. Historical drilling and surface exploration have confirmed mineralization associated with intrusive systems, and the company may conduct further work to assess its broader potential.
- The Gorge lithium project in Ontario consists of mineral claims within a recognized lithium district and hosts spodumene-bearing pegmatites. Initial drilling and surface sampling have returned encouraging indications of lithium mineralization, and additional exploration may be carried out to further define the system.
Cautionary statement
Historical exploration results disclosed herein were completed by previous operators and have not been fully verified by the company. The company considers the historical results relevant for exploration targeting purposes; however, they should not be relied upon as current. A qualified person has not completed sufficient work to verify the historical information, and the company is not treating such information as current mineral resources, mineral reserves or current exploration results.
The proposed acquisition of the properties is expected to enhance Linear's portfolio of critical mineral assets and position the company to capitalize on growing demand for minerals essential to the global energy transition.
Share consolidation
Prior to the completion of the transaction, Linear also intends to complete a consolidation of its issued and outstanding common shares on the basis of one postconsolidation share for 5.75 preconsolidation shares. The consolidation is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.
Financings
Concurrent with the transaction and consolidation, the company also plans to complete the following non-brokered private placements.
Flow-through financing
The company intends to raise up to $1-million through the issuance of up to four million flow-through postconsolidation shares at a price of 25 cents per postconsolidation share. There will be no warrants issued in connection with the flow-through financing.
Hard-dollar financing
The company also intends to raise up to $1.5-million hard-dollar financing through the issuance of 6,666,667 units of the company at a price of 22.5 cents per unit. Each unit will consist of one postconsolidation share and one full warrant, with each warrant exercisable at a price of 50 cents per postconsolidation share for a period of 18 months from the date of issuance.
The net proceeds from the flow-through financing and the hard-dollar financing are expected to be used to advance exploration activities on the company's mineral properties and for general working capital purposes. Securities to be issued pursuant to the financings will be subject to a four-month hold period pursuant to applicable Canadian securities laws. Completion of the financings is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.
The company reserves the right to adjust the total aggregate amounts raised under the flow-through financing and/or the hard-dollar financing in order to ensure that the transactions described herein do not require shareholder approval under the policies of the CSE.
Transaction
Completion of the transaction is subject to a number of conditions, including, but not limited to, the negotiation and execution of definitive agreements, completion of satisfactory due diligence, receipt of all necessary regulatory approvals, including approval of the CSE, and customary closing conditions. The transaction will not require shareholder approval under the policies of the CSE. There can be no assurance that the transaction will be completed as proposed or at all.
Qualified person
The scientific and technical information contained in this news release was reviewed and approved by Kristian Whitehead, PGeo, who is a qualified person (as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects). Mr. Whitehead is independent of the company in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has not visited the properties discussed in this disclosure.
About Linear Minerals Corp.
Linear Minerals is a Canadian mineral exploration company focused on the acquisition and development of critical mineral assets.
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