Subject: MISCELLANEOUS
Terra Balcanica Executes Letter of Intent For Option Agreement To Acquire 100% Interest In Advanced Saskatchewan Uranium Portfolio
Vancouver, British Columbia, April 03, 2024 (GLOBE NEWSWIRE) -- Terra Balcanica Resources Corp. ("Terra" or the "Company") (CSE:TERA; FRA:UB1), a multi-jurisdictional exploration company focused on supporting the global transition to clean energy, is pleased to announce that it has entered into a non-binding Letter of Intent (the "Agreement") with a wholly owned subsidiary of Fulcrum Metals Plc., ("Fulcrum", AIM:FMET). Pursuant to the Agreement, Terra will have an option (the "Option Agreement") to acquire a 100% interest in Fulcrum's Charlot-Neely, Fontaine Lake, Snowbird and South Pendleton uranium licences (the "Licences") located in northern Saskatchewan, Canada and collectively encompassing 596.71 km2 of highly prospective ground for a uranium discovery.
Highlights
- Proximal to northern and southeastern edges of the Athabasca Basin ("Basin") in northern Saskatchewan, a premium mining district and leading global source of high-grade uranium;
- Charlot-Neely is located within the emerging Uranium City district on the northwestern margin of the Basin
- Historical work at the projects has demonstrated evidence of uranium mineralization along favourable structural trends with prospective target horizons based on electromagnetic conductors;
- Future exploration requires the undertaking of a modern systematic geologic fieldwork to determine the uranium potential.
Terra Balcanica CEO, Dr. Aleksandar Mi?kovi?, commented: "In our pursuit of high-quality assets worldwide, Terra Balcanica has secured an option to acquire a Canadian uranium portfolio covering close to 600 km2 with tremendous potential for discovery. In a world transitioning to green energy solutions, the acquisition of these assets provides a more robust and diverse exploration portfolio for Terra. Although there has been an increase in activity in the uranium sector, we are at the early stages of a commodity super-cycle and being able to acquire such a large, advanced uranium portfolio on favourable terms was a clear opportunity for our shareholders. It is the right time, jurisdiction, and commodity to augment our advanced Balkan portfolio and to further participate in the changing energy landscape. We look forward to working with Fulcrum to apply their technical and jurisdictional expertise to advance these Saskatchewan uranium projects, and we are excited by the addition of a strategic commodity to Terra's existing polymetallic portfolio."
Portfolio Overview and Discovery Opportunity
The licence portfolio totals 596.71 km2 targeting major NE-SW trending structures along strike from historic uranium mines and projects that have attracted significant investment. Discoveries such as the Arrow (4.3Mt at 0.83% U3O8; https://www.nexgenenergy.ca/exploration/overview) and Triple R (2.7Mt at 1.94% U3O8 https://fissionuranium.com/projects/triple-r-deposit/project-overview/) have proved the concept of exploring along structures outside of the Athabasca basin.
Figure 1. Regional map of northern Saskatchewan, Canada which is one of the world's leading sources of high-grade uranium and supplies about 20% of the world's uranium. The blue symbols illustrate locations of the four optioned exploration properties totalling 596 km2 in the context of the world-famous Athabasca Basin, a Paleoproterozoic siliciclastic depo-centre (click here to view image).
Key Terms of Agreement
On closing of the transaction, Terra will have a four-year option to acquire 100% of Fulcrum's owned uranium licences.
In consideration for the four-year option and at the time a definitive agreement is announced by way of news release and subject to a CSE approval, Terra shall pay Fulcrum C$7,500 for exclusivity on execution of signing of the Letter and pay Fulcrum C$25,000 less the C$7,500 exclusivity payment on execution of closing of the Option Agreement.
Additionally, Terra shall pay Fulcrum cash according to the schedule below:
- C$50,000 on the first anniversary of closing of the Option Agreement;
- C$75,000 on the second anniversary of closing of the Option Agreement;
- C$75,000 on the third anniversary of closing of the Option Agreement;
- C$75,000 on the fourth anniversary of closing of the Option Agreement;
and issue Fulcrum shares of TERA at the 10-Day Volume Weighted Average Price ("VWAP") prior to the date of issuance as per the following schedule:
- C$250,000 on closing of the Option Agreement with the initial share payments capped at C$0.065/share, pre-consolidation;
- C$350,000 on the first anniversary of closing of the Option Agreement;
- C$500,000 on the second anniversary of closing of the Option Agreement;
- C$650,000 on the third anniversary of closing of the Option Agreement;
- C$1,250,000 on the fourth anniversary of closing of the Option Agreement;
Terra will also complete minimum work expenditures totalling $3,250,000 prior to the fourth anniversary of the Option Agreement and grant Fulcrum a 1.0% Net Smelter Return ("NSR") on all claims with buydown option of 0.5% NSR for C$1,000,000.
As part of the Option Agreement and for terminating the existing prior agreement (the "Prior Agreement") between Fulcrum and Global Energy Metals Corp. ("Global Energy"), Global Energy will be compensated with C$150,000 in shares in TERA on closing of the Option Agreement and a 0.5% NSR on all claims.
The transaction contemplated above is an "Arms' Length" in accordance with applicable securities legislation. The CSE has not passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Restructuring Board of Directors
Mr. Steven Latimer, ICD.D, CFA, MBA, has stepped down as a director of the Company to focus on his other business interests but he will continue to act as a Strategic Advisor to the Company. Giulio T. Bonifacio, Terra's Non-Executive Chairman of the Board commented: "We are very thankful for Steve's involvement to date while looking forward to his future role and contributions as key strategic advisor and shareholder of the Company."
Qualified Person
Dr. Aleksandar Mi?kovi?, P.Geo, is the Company's designated Qualified Person for this news release within the meaning of National Instrument 43-101 Standards of Disclosure of Mineral Projects ("NI 43-101"). Dr. Mi?kovi? has reviewed and validated the information contained in this news release as factual and accurate.
About the Company
Terra Balcanica is a polymetallic exploration company targeting large-scale mineral systems in the Balkans of southeastern Europe. The Company has 90% interest in the Viogor-Zanik Project in eastern Bosnia and Herzegovina and owns 100% of the Ceovishte mineral exploration licence in southern Serbia. The Company emphasizes responsible engagement with local communities and stakeholders. It is committed to proactively implementing Good International Industry Practice (GIIP) and sustainable health, safety, and environmental management.
ON BEHALF OF THE BOARD OF DIRECTORS
Terra Balcanica Resources Corp.
"Aleksandar Mi?kovi?"
Aleksandar Mi?kovi?
President and CEO
For the complete information on this news release, please contact Aleksandar Mi?kovi? at [email protected], +1 (514) 796-7577, or visit www.terrabresources.com/en/news.
Cautionary Statement
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the words "will", "intends" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. The Company does not undertake to update these forward-looking statements, except as required by law.
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