Tearlach receives TSX-V OK for three Que. options

Apr 20, 2023

2023-04-20 16:55 ET – News Release

Mr. Morgan Lekstrom reports

TEARLACH ANNOUNCES TSXV APPROVAL FOR PROPERTY OPTION AGREEMENTS FOR FLISZAR AND ROSE NORTH LITHIUM PROPERTIES AND FOR MUSCOVITE LITHIUM PROPERTY

Tearlach Resources Ltd., further to its news release dated Jan. 30, 2023, has received final approval from the TSX Venture Exchange for an option agreement with respect to the Fliszar and Rose North lithium properties and an option agreement for the Muscovite lithium property. Both transactions are considered expedited acquisitions under TSX-V policies, and each acquisition is set out in greater detail below.

Option to acquire Fliszar and Rose North lithium properties

Pursuant to the terms of the property option agreement dated Jan. 20, 2023, as amended on March 20, 2023, (together, the option agreement) between the company and 1Life Holdings Ltd. (the optionor), the optionor granted the company the option to acquire a 100-per-cent interest in and to 116 lithium claim groups located in the Fliszar lithium property and the Rose North lithium property, covering approximately 6,076 hectares.

To exercise the option, the company must pay and issue the following to the optionor, as applicable:

Payment of $125,000 in cash on the effective date of the option agreement (paid);
Elected payment of $125,000 in lieu of 51,652 shares in the capital of the company with a deemed floor price of $2.42 per share within five days of the effective date of the option agreement (paid);
Optional payment of $125,000 in cash and issuance of 51,652 shares on or before the first anniversary of the effective date of the option agreement;
Optional payment of $125,000 in cash and issuance of 51,652 shares on or before the second anniversary of the effective date of the option agreement; and
Optional payment of $125,000 in cash and issuance of 51,652 Shares on or before the third anniversary of the effective date of the option agreement.

The company may elect to pay the cash equivalent value for any share issuance obligations under the option agreement.

The company must also make a one-time cash bonus payment of $1-million to the optionor (the bonus) in the event a National Instrument 43-101-compliant mineral resource valued over $100-million is established on the property, which may be satisfied through payment of cash or shares, at the company’s discretion. In the event the company elects to issue shares for the bonus, pursuant to the amendment, the bonus shares will be issued at a deemed floor price of $2.42 per bonus share.

Upon exercise of the option by the company, the company has agreed to grant a 2-per-cent net smelter return (NSR) royalty on the property in favour of the optionor. The company will have the irrevocable right to purchase 1.5 per cent of the NSR royalty on the property from the optionor at any time after the option is exercised for a purchase price of $2-million.

Option to acquire Muscovite lithium property

Pursuant to the terms of the property option agreement dated Jan. 20, 2023, as amended on March 20, 2023, (together, the Muscovite option agreement) between the company and the optionor, the optionor granted the company the option to acquire a 100-per-cent interest in and to 84 lithium claim groups located in the Muscovite lithium property covering approximately 4,368 hectares.

To exercise the Muscovite option, the company must pay and issue the following to the optionor, as applicable:

Payment of $62,500 in cash upon the effective date of the Muscovite option agreement (paid);
Elected payment of $62,500 in lieu of 25,826 shares (again, for all shares issued at a deemed floor price of $2.42 per share) within five days of the effective date of the Muscovite option agreement (paid);
Optional payment of $62,500 in cash and issuance of 25,826 shares on or before the first anniversary of the effective date of the Muscovite option agreement;
Optional payment of $62,500 in cash and issuance of 25,826 shares on or before the second anniversary of the effective date of the Muscovite option agreement; and
Optional payment of $62,500 in cash and issuance of 25,826 shares on or before the third anniversary of the effective date of the Muscovite option agreement.

The company may elect to pay the cash equivalent value for any share issuance obligations under the Muscovite option agreement.

The company must also make a one-time cash bonus payment of $1-million to the optionor (the Muscovite bonus) in the event an NI 43-101-compliant mineral resource valued over $100-million is established on the Muscovite property, which may be satisfied through payment of cash or shares, at the company’s discretion. In the event the company elects to issue shares for the Muscovite bonus, pursuant to the Muscovite amendment, the Muscovite bonus shares will be issued at a deemed floor price of $2.42 per Muscovite bonus share.

Upon exercise of the Muscovite option by the company, the company has agreed to grant a 2-per-cent net smelter return royalty on the Muscovite property in favour of the optionor. The company will have the irrevocable right to purchase 1.5 per cent of the Muscovite NSR royalty on the Muscovite property from the optionor at any time after the Muscovite option is exercised, for a purchase price of $2-million.

Any shares, bonus shares or Muscovite bonus shares issued under the option agreement, or the Muscovite option agreement, will be subject to a statutory hold period of four months and one day.

For more information regarding the option agreement and the Muscovite option agreement, please see the company’s prior news release dated Jan. 30, 2023.

About Tearlach Resources Ltd.

Tearlach, a member of the TSX Venture 50, is a Canadian exploration company engaged in acquiring, exploring and developing lithium projects. Tearlach has a joint venture agreement with Blackrock Silver on the Gabriel project in Tonopah, Nev., bordering American Lithium’s TLC deposit, and has completed 11 drill holes on the Gabriel property. Tearlach has three lithium assets in Ontario: Final Frontier, Georgina Stairs and New Frontier. Final Frontier is located adjacent to and near Frontier Lithium’s PAK lithium deposit north of Red Lake. Georgina Stairs is located northeast of Rock Tech Lithium’s Georgia Lake deposit near Beardmore. Tearlach has two lithium assets in Quebec: the Rose-Fliszar-Muscovite project in the James Bay area, and the Shelby project adjacent to and near Patriot Battery Metals’ Corvette lithium project, and Winsome Resources’ Cancet and Adina lithium projects. Tearlach also has the Savant property, an exploration-stage gold-silver-copper property in Northwestern Ontario. Tearlach’s primary objective is to position itself as North America’s leading lithium exploration and development company.

We seek Safe Harbor.

https://tearlach.ca/