Edmonton, Alberta--(Newsfile Corp. - June 24, 2021) - Cortus Metals Inc. (TSXV: CRTS) (OTC Pink: CRTTF) (the "Company", or "Cortus"), is pleased to announce that it has completed the acquisition of Intermont Resources LLC ("Intermont") and settled related short-term debts (see press releases dated May 11 and June 17, 2021).
CEO Sean Mager commented, "This transaction solidifies 100% ownership of our highly prospective portfolio of 20(+) projects and enables Cortus to accelerate exploration programs via partnerships. We look forward to sharing results in the coming weeks as we prove up the potential for discoveries of significant new epithermal and Carlin-type gold-silver deposits in Nevada."
As consideration for the acquisition, the Company issued an aggregate of 5,000,000 common shares to the holders of the membership interest of Intermont (the "Members"). Additionally, the Company granted to the Members, a 2% net smelter return royalty (the "Royalty") on each of the mineral properties of Intermont (the "Properties"), subject to a buy-back right in favor of the Company whereby the Company may acquire one half, being 1%, of the Royalty on either Property at any time prior to180 days following the earlier of (i) a production decision on the property being made or (ii) commencement of commercial production (the "Buyback Deadline") for payment of US$1,500,000, which payment may be made in cash or, if it is made within 60 days following the Buyback Deadline, through the issuance of the Company's common shares at a deemed value equivalent to its 20 day VWAP.
The Company also completed the proposed settlement of an aggregate of $288,700.15 in debt, which included the settlement of $188,700.15 in short-term debts of Intermont, through the issuance of an aggregate of 1,928,668 units at a deemed issue price of $0.15 per unit (each a "Unit"). Each Unit comprised one common share and one half of one share purchase warrant. Each whole warrant (a "Warrant") entitles the holder to acquire an additional common share at a price of $0.25 per share until June 22, 2023. The Warrants are subject to an accelerated expiry provision such that if the closing price of the Company's common shares is equal to or greater than $0.30 for a period of five consecutive trading days (at any time at or following the expiry of the four months resale restriction period), the Company may, by notice to the warrant holder in writing or via press release reduce the remaining exercise period applicable to the warrants to not less than 30 days from the date of such notice.
The securities issued to the Members for the acquisition of Intermont and in relation to the debt settlement bear resale restrictions lapsing on October 23, 2021.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Directors
s/ "Sean Mager"
Sean Mager, Chief Executive Officer
Email: seanm@cortusmetals.com
Telephone: +1.780.701.3215
www.metalsgroup.com
Cortus Metals Inc. is part of the Metals Group of Companies, managed by an award-winning team of professionals who stand for technical excellence, painstaking project selection and uncompromising corporate governance, with a proven ability to identify and capitalize on investment opportunities and deliver shareholder returns.
Forward Looking Information
This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are the risks detailed herein and from time to time in the filings made by the Company with securities regulators including the following: (i) the Company has no commercial operations and has no history of profit; (ii) investment in the common shares of the Company is highly speculative given the unknown nature of the Company's business and its present stage of development; (iii) there is no assurance that the Company will find a profitable undertaking or that it can successfully conclude a purchase of such an undertaking at all or on terms which are commercially acceptable; (iv) the directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; and (v) there can be no assurance that an active and liquid market for the Company's common shares will develop and an investor may find it difficult to resell its common shares. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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