American Battery Metals Corp. is pleased to announce that we have entered into a non-binding letter of intent dated February 26, 2020 (the “LOI”) to acquire Fenix Gold Inc., a private Ontario company.
Fenix Gold Inc. is a private Canadian company focused on acquiring gold projects with world class exploration potential in the most prolific gold producing regions of Colombia. Fenix’s flagship property, the Abriaqui project, is the nearest gold exploration project to Continental Gold’s Buritica Mine. Abriaqui is a drill-ready advanced exploration project that shares many geological similarities with Buritica. Both Abriaqui and Buritica sit in the same geological setting along the Cauca trend, a gold belt where over 80 million ounces have been discovered since 2007. Fenix’s VP of Exploration, Stuart Moller, led the initial discovery at Buritica for Continental Gold. The Buritica Mine currently contains over 11 million ounces of gold and is scheduled to commence production in 2020 with annual average production of 250,000 ounces at a low all-in sustaining cost of US$600 per ounce. Continental Gold was recently the subject of a takeover by Zijin Mining in an all-cash transaction valued at C$1.4 billion.
Jeremy Poirier, President & CEO of American Battery Metals, commented “We are very excited to acquire Fenix’s Abriaqui high-grade gold exploration project in Colombia. Not only does the Abriaqui property share many of the same characteristics of Continental’s Buritica project prior to its discovery, we are fortunate to have the head of exploration who was responsible for its discovery and delineation to a multi-million-ounce high-grade gold resource.”
Under the terms of the LOI, American Battery will issue 28,500,000 of its common shares to the shareholders of Fenix as consideration for all of the issued and outstanding shares of Fenix (the “Consideration Shares”). In addition, an aggregate of 3,846,785 outstanding warrants of Fenix will be replaced with common share purchase warrants of American Battery exercisable at a price of $0.20 two years from the date of closing of the proposed transaction.
The Consideration Shares and the Finder’s Fee Shares will be subject to escrow and released as to 50% on the date that is four months following the closing of the Proposed Transaction (the “Initial Release Date”) and an additional 10% every 30 days following the Initial Release Date.
At this time, the Company and Fenix are proceeding with their respective due diligence reviews with a view towards negotiation and execution of a definitive transaction agreement. Further details will be provided upon successful completion of the due diligence period and the signing of a definitive agreement.
In addition, American Battery Metals Corp. announces the termination of the proposed transaction with Bayshore Minerals Inc. previously announced on January 15, 2020, the cancellation of the previously announced private placement. and the resignation of Mr. Kevin Smith from the Company’s Board of Directors.
About American Battery Metals Corp.
American Battery Metals Corp. is a junior mineral exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties. The Company has an option to acquire a 50% interest in the Fish Lake property located in Esmeralda County in the state of Nevada, USA.
