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Vatic resumes trading after asset acquisition approval

2026-06-12 16:22 ET - News Release

Mr. Loren Currie reports

VATIC ANNOUNCES ACCEPTANCE OF ACQUISITIONS AND TRADING TO RESUME

Further to Vatic Ventures Corp.'s news release dated April 14, 2026, the TSX Venture Exchange has conditionally accepted the company's previously announced acquisition of certain assets from Velvet Clean Energy Corp. The transaction was originally announced by news release by the company on April 29, 2025, but the proposed consolidation of the company's shares referred to therein will not be proceeding. Resumption of trading of the company's shares on the TSX Venture Exchange is expected to take place on June 16, 2026. The transaction constitutes a fundamental acquisition pursuant to Policy 5.3 and remains subject to acceptance of the TSX Venture Exchange.

Pursuant to an agreement dated June 13, 2025, between the company and Velvet Clean Energy Corp., an arm's-length private company, as amended by agreement dated April 2, 2026, the company has the right to acquire Velvet's rights to earn interests in two uranium properties in Namibia. Velvet has, pursuant to an amended and restated option agreement dated Feb. 1, 2026, between Velvet and Zoya Minerals CC the right to acquire from Zoya up to a 90-per-cent interest in a highly prospective uranium property in Namibia termed EPL 8289 covering 44.62 square kilometres. Velvet also has, pursuant to a binding letter of intent between Velvet and Galore Trading CC dated April 27, 2025, as amended July 2, 2025, the right to acquire from Galore up to a 90-per-cent interest in another prospective uranium licence designated EPL 8735, measuring 87.65 square kilometres both located in prime Namibian uranium province of Erongo and within the known Alaskite Alley.

Pursuant to the Vatic/Velvet agreement the company will issue 7.5-million shares at a deemed price of 2.5 cents per consideration share pro rata to the shareholders of Velvet in exchange for Velvet assigning to Vatic its rights under the amended and restated Zoya option agreement and the Galore option agreement. The consideration shares will be subject to a hold period expiring four months and one day from the date of issuance and will be subject to a standard TSX Venture Exchange three-year escrow agreement resulting in 10 per cent of the consideration shares becoming released from escrow immediately and then 15 per cent of such shares being released every six months thereafter.

About the properties

The Zoya property and the Galore property are located less than 50 kilometres by road from the town of Swakopmund on the Atlantic coast, are accessible via paved and good gravel roads, and have access to infrastructure including power from the Nampower grid available throughout the area, water from Areva's (Orano) desalination plan, access to Class 7 shipping Port of Walvis Bay and Walvis Bay international airport located less than 150 km by road from the properties.

The properties are situated in the highly established uranium mining jurisdiction of Namibia. Namibia is the world's fourth-largest producer of uranium, responsible for approximately 6 per cent of global uranium output. The properties are located in the Namibian Erongo uranium province stretching between the towns of Usakos and Swakopmund, and from south of the Brandberg to just south of Walvis Bay, the main port in Namibia. Over the last 48 years the Erongo region of Namibia has produced in excess of 350-million pounds of U3O8 (triuranium octoxide). The properties sit within the Alaskite Alley a geological corridor where mostly uraniferous D3-type sheeted leucogranites are found at the contact between the Khan and Rossing formations.

The two EPLs are located adjacent and nearby to two actively producing uranium mines, Rossing and Husab. Rossing, formerly owned by Rio Tinto, was sold to China National Uranium Corp. Ltd. (CNUC), a subsidiary of China National Nuclear Corp. (CNNC) in July, 2019. Rossing is an open pit mine and is hosted by an Alaskite body where mineralization consists of uranium-bearing minerals in the form of microscopic crystals of uraninite and visible crystals of beta-uranophane. The mine began operations in 1976 and was on full-scale uranium oxide production at an average of 4,500 tonnes per year by 1979. Rossing has consistently produced uranium in the last 48 years and in 2023 delivered 2,920 tonnes of U3O8.

Husab, initially called Rossing South, was discovered by Extract Resources Ltd., an Australian company, in 2008, is the highest-grade Alaskite deposit in the world, hosted in the same geological sequence as the Rossing mine. Probable reserves in 2011 were 205 Mt (million tonnes) at 497 ppm (parts per-million) at Zone 1 and at Zone 2 (National Instrument 43-101 technical report, Husab uranium project -- May, 2011, project update, prepared by Coffey Mining Pty. Ltd. on behalf of: Extract Resources Ltd., effective date: May 20, 2011). Production started at the end of 2016 and was ramped up to 5,500 t U3O8/year by 2020. The mine and surrounding exploration licence are majority owned and operated by China General Nuclear Power Group (CGN).

Mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of commercial mineralization hosted on the properties.

Chief executive officer Loren Currie stated: "These uranium exploration assets are contiguous and on strike with some of the largest uranium mines in the world, Husab the third and Rossing the seventh-largest uranium deposit worldwide, and it also helps to be situated in one of the top mining jurisdictions in Africa, with a tremendous record of uranium production. The gap between uranium supply and demand has been persisting on the market and is predicted to widen even more because of the degradation of the uranium supply industry over a decade of prolonged low prices and with many more governments turning to nuclear power for secure clean baseload power. We foresee huge challenges to meet new demand in the medium to long term which will drive uranium prices up and render uranium resources such as those that we hope to discover on EPL 8289 and EPL 8735 significantly valuable."

Terms of the underlying option agreements

Zoya property option terms:

Vatic has acquired, pursuant to the amended and restated Zoya option agreement, the right to acquire an initial 80-per-cent interest in the Zoya property by making cash payments totalling $1.1-million (U.S.) over a two year period, causing the issuance to Zoya of $400,000 (U.S.) of shares of Vatic over the same time period and completing exploration expenditures of $2-million (U.S.) by Feb. 1, 2030, or $1.5-million (U.S.) by Feb. 1, 2029, under the following terms:

  1. Pay to Zoya $25,000 (U.S.) as a deposit payment (which has been paid);
  2. Pay to Zoya $150,000 (U.S.) within 30 days of the TSX-V approving the amended and restated Zoya option agreement;
  3. Pay to Zoya the first payment of $350,000 (U.S.) six months following the payment indicated under 5.1(b);
  4. Pay to Zoya a further second payment of $350,000 (U.S.) six months following the payment indicated under 5.1(c);
  5. Pay to Zoya a further third payment of $150,000 (U.S.) six months following the payment indicated under 5.1 (d);
  6. Pay to Zoya a final fourth payment of $75,000 (U.S.) six months following the payment indicated under 5.1 (e), subject to the exploration licences having been renewed and provided that Vatic has expended the necessary funds to undertake drilling and sampling operations within the EPL and submitted the necessary reports with the Ministry of Mines and Energy;
  7. Cause to be issued to Zoya in addition to the payments referred to in 5.1 a), b), c), d), e), and f) $400,000 (U.S.) worth of Vatic shares (the tranches of shares referred to in (i), (ii) and (iii) below may be subject to a TSX-V imposed three-year escrow release on the basis of 10-per-cent initial release on closing of the aggregate number of shares and then 15 per cent every six months thereafter) in accordance with the following schedule:
    1. $50,000 (U.S.) worth of Vatic shares along with the payment under 5.1(b);
    2. $150,000 (U.S.) worth of Vatic shares along with the first payment mentioned in 5.1 c);
    3. $150,000 (U.S.) worth of Vatic shares along with the second payment mentioned in 5.1 d); and
    4. $50,000 (U.S.) worth of Vatic shares along with the fourth payment mentioned in 5.1 f).

Provided Vatic exercises the Initial Zoya option it shall have the right to earn an additional 10-per-cent interest in the Zoya property to bring its interest to a 90-per-cent interest in the Zoya property by expending such addition expenditures necessary to produce a feasibility study for the Zoya property and pay to Zoya the following:

  1. $8-million (U.S.) if the feasibility study confirms a deposit with an economic assessment demonstrating an NPV (net present value) discounted at 10 per cent of $150-million (U.S.) or less;
  2. $20-million (U.S.) if the feasibility study confirms a deposit with an economic assessment demonstrating an NPV discounted at 10 per cent of greater than $150-million (U.S.).

Upon Vatic exercising the initial Zoya option but failing to exercise the second Zoya option Vatic and Zoya will enter into a joint venture relationship with Vatic having an 80-per-cent joint venture interest and Zoya having a 20-per-cent joint venture interest or in the event that Vatic exercises the second Zoya option the parties will enter into a joint venture agreement with Vatic having a 90-per-cent joint venture interest and Zoya having a 10-per-cent joint venture interest. Vatic shall, as the case may be, have a right of first refusal to purchase the residual 20-per-cent interest or the 10-per-cent residual interest held by Zoya.

The maximum number of shares issuable by the company under the amended and restated option agreement to acquire its interest in the Zoya property is 10.8 million shares issued at a deemed price of five cents per share at a U.S./Canadian dollar exchange rate of 1.35.

Galore property option terms

Vatic has acquired, pursuant to the Galore option agreement, the right to acquire an initial 80-per-cent interest in the Galore property under the following terms:

  1. Pay to Galore a $25,000 (U.S.) deposit upon receipt of TSX-V approval of the Vatic/Velvet agreement;
  2. Pay to Galore the first cash payment of $100,000.00 (U.S.) by July 1, 2026;
  3. Pay to Galore a second cash payment of $75,000 (U.S.) by July 1, 2027;
  4. Make share payments to Galore worth $150,000 (U.S.) in total subject to confirmation of EPL 8735 renewal on the basis of the following tranches:
    1. Issue to Galore a first tranche of shares worth $75,000 (U.S.) on July 1, 2026;
    2. Issue to Galore a second tranche of shares worth $75,000 (U.S.) 12 months following first tranche of shares.

Provided Vatic exercises the initial Galore option it shall have the right to earn an additional 10-per-cent interest in the Galore property to bring its interest to a 90-per-cent interest in the Galore property by expending sufficient expenditures to produce a feasibility study and paying to Galore: a) $7-million (U.S.) if the feasibility study confirms a deposit with proven reserves measuring 100 Mt (million tonnes) at 400 parts per million (100 million metric tons and grading on average four hundred parts per million) or b) a price to be negotiated with Galore in the event that the proven reserves of a deposit demonstrate a size and grade greater than 100 Mt at 400 ppm.

The maximum number of shares issuable by the company under the Galore option agreement to acquire its interest in the Galore property is 4.05 million shares issued at a deemed price of five cents per share at a U.S./Canadian-dollar exchange rate of 1.35.

Upon Vatic exercising the initial Galore option but failing to exercise the second Galore option Vatic and Galore will enter into a joint venture relationship with Vatic having an 80-per-cent joint venture interest and Galore having a 20-per-cent joint venture interest or in the event that Vatic exercises the second Galore option the parties will enter into a joint venture agreement with Vatic having a 90-per-cent joint venture interest and Galore having a 10-per-cent joint venture interest. Vatic shall, as the case may be, have a right of first refusal to purchase the residual 20-per-cent interest or the 10-per-cent residual interest held by Galore.

Qualified person

Nico Scholtz is an independent consulting geologist and has reviewed and approved the scientific and technical information in this news release. Mr. Scholtz is a registered professional Natural Scientist with the South African Council for Natural Scientific Professions (PrSciNat No. 400299/07). Mr. Scholtz is the company's qualified person as defined by National Instrument 43-101.

Management believes the Zoya and Galore acquisitions represents a significant milestone for the company and strengthens its position as a mineral exploration and development company expanding the commodities that it has exposure to.

Loren Currie, president and chief executive officer of the company, stated:

"We are pleased to have completed the TSX-V review process and received final acceptance of the transaction. The acquisition of the option to acquire a majority interest in the Zoya property and the Galore property significantly enhances the company's asset portfolio and provides shareholders with exposure to what management believes is an attractive exploration and development opportunity."

About Vatic Ventures Corp.

Vatic is a mineral exploration and development company focused on developing high-value properties. In addition to its option to acquire an interest in the Zoya and Galore properties, Vatic has an option to acquire a 100-per-cent interest in the Solonopole South lithium property in Brazil and an option agreement to acquire a 100-per-cent interest in the Hansen gold project in Quebec.

We seek Safe Harbor.

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