Tearlach receives TSX-V OK for Shelby assignment deal

Apr 24, 2023

2023-04-21 19:29 ET – News Release

Mr. Morgan Lekstrom reports

TEARLACH ANNOUNCES TSXV APPROVAL FOR ASSIGNMENT AND ASSUMPTION AGREEMENT FOR SHELBY PROJECT

Further to the news release dated Jan. 12, 2023, Tearlach Resources Ltd. has received final approval from the TSX Venture Exchange for an assignment and assumption agreement with respect to the assignment of an option to acquire a 100-per-cent interest in and to six lithium claim groups located in the James Bay region of Quebec covering approximately 11,226 hectares. The transaction is considered an expedited acquisition under TSX-V policies.

Pursuant to the terms of the assignment and assumption agreement dated Jan. 11, 2023, as amended on Feb. 9, 2023, between the company and an arm’s-length private company, the assignor agreed to assign the company its option to acquire all of its rights, title and interest in and to the Shelby project.

The assignor’s rights to the Shelby project are set out in a property option agreement dated Dec. 12, 2022, as amended on Jan. 4, 2023, between the assignor and 1Life Holdings Ltd., whereby the assignor was granted the option to acquire a 100-per-cent interest in and to 11 claim groups in the James Bay region of Quebec. Subsequently, the assignor assigned the option covering the six assigned projects to the company and elected to keep the option on the remaining five claim groups.

To exercise the option, the company has agreed to pay and issue the following to the assignor and 1Life, as applicable:

Payment of $90,909.08 in cash per assigned project, or $545,454.48 in the aggregate, and issuance of 537,154 shares in the capital of the company at a deemed price of $2.30 per share to the assignor within three business days of TSX-V approval;
Optional payment of $90,909.08 in cash per assigned project, or $545,454.48 in the aggregate (with $272,727.24 in cash payable to the assignor and $272,727.24 in cash payable to 1Life), and issuance of 39,525 shares per assigned project for 237,154 shares in the aggregate (with 118,577 shares issuable to the assignor and 118,577 shares issuable to 1Life) on or before the first anniversary of the effective date of the option agreement or assignment agreement, as applicable;
Optional payment of $90,909.08 in cash per assigned project, or $545,454.48 in the aggregate (with $272,727.24 in cash payable to the assignor and $272,727.24 in cash payable to 1Life), and issuance of 39,525 shares per assigned project for 237,154 shares in the aggregate (with 118,577 shares issuable to the assignor and 118,577 shares issuable to 1Life) on or before the second anniversary of the effective date of the option agreement or assignment agreement, as applicable;
Optional payment of $90,909.08 in cash per assigned project, or $545,454.48 in the aggregate (with $272,727.24 in cash payable to the assignor and $272,727.24 in cash payable to 1Life), and issuance of 39,525 shares per assigned project for 237,154 shares in the aggregate (with 118,577 shares issuable to the assignor and 118,577 shares issuable to 1Life) on or before the third anniversary of the effective date of the option agreement or assignment agreement, as applicable.

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

The company must pay a one-time cash bonus payment of $2-million to the assignor on a per assigned project basis upon the company receiving a verified diamond drill intersection from one or more of the assigned projects which return length-weighted assays of at least 10 metres of continuous pegmatite mineralization grading 1 per cent Li2O or greater from a hole sited perpendicular to the known or assumed geological strike of the pegmatite unit and drilled in accordance with CIM (Canadian Institute of Mining, Metallurgy and Petroleum) mineral exploration best practices guidelines within four years of the effective date of the assignment agreement. For greater certainty, if the company receives drilling results that evidence achievement of the drilling milestones on all six assigned projects, the company is obligated to pay the assignor six drilling bonuses of $2-million each for total drilling bonuses of $12-million.

Upon exercise of the option by the company with respect to each assigned project, the company has agreed to grant a 3-per-cent net smelter return royalty on each assigned project in favour of the assignor. The company will have the irrevocable right to purchase 0.5 per cent of the NSR royalty on each assigned project from the assignor at any time after the option is exercised for a purchase price of $1-million for each assigned project.

In the event the company elects to abandon one or more assigned projects in accordance with the terms of the option agreement, the remaining consideration payable and issuable by the company to the assignor following such due abandonment will be reduced by $45,454.54 in cash and $45,454.54 in shares per assigned project duly abandoned. Similarly, no drilling bonus or NSR royalty will be paid on an assigned project if, prior to the drilling milestone or exercise of the option (as applicable), the company duly abandons the corresponding assigned project.

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

For more information regarding the option agreement and the assignment agreement, please see the company’s prior news release dated Jan. 12, 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/