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Globe and Mail
09-07-2025
- Business
- Globe and Mail
Galleon Gold Closes the First Tranche of a $7.5M Oversubscribed Private Placement of Convertible Debentures
Toronto, Ontario--(Newsfile Corp. - July 9, 2025) - Galleon Gold Corp. (TSXV: GGO) (FSE: 3H90) (the " Company" or " Galleon Gold") is pleased to announce that it has closed the first tranche of its non-brokered private placement offering of convertible debentures (the " Offering") previously announced on July 2, 2025 and July 7, 2025. The Company has issued 130 convertible debentures (the " Debentures") for gross proceeds of $6,500,000. The remaining subscription of $1,000,000 is expected to close shortly. Comment from the CEO David Russell, CEO and President of Galleon Gold comments, "We would like to welcome our new investors and thank the current shareholders who also participated in the Offering, including Eric Sprott and Michael Gentile. We look forward to providing updates on the West Cache bulk sample program as we start the surface development." The Offering The Debentures have a term of 36 months (the " Term") from the date of issuance, bear interest at a rate of 8.0% per annum payable in cash or Common Shares at the option of the investor at the end of the Term. The Debentures are convertible into common shares of the Company (the " Common Shares") at $0.30 per share (the " Conversion Price"). At any time during the Term, each holder of Debentures may elect to convert any portion of the principal amount of the Debentures into Common Shares at the Conversion Price. If an investor exercises the Debentures prior to the end of the Term the accrued interest to that date will be payable in Common Shares and the price will be based on the higher of the average closing price of the last 20 trading days or the closing market price. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, and an insider of the Corporation, acquired 20 Debentures for $1,000,000 and an officer of the Company also acquired 2 Debentures under the Offering for $100,000. The participation of the insiders in the Offering constituted "related party transactions" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the insider participation contained in sections 5.5 (a) and 5.7 (1) (a) of MI 61-101, as neither the fair market value of the securities issued to the related parties, nor the fair market value of the consideration for the securities issued exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101. The Company did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before the expected closing date of the Offering as the aforementioned insider participation had not been confirmed at that time and the Company wished to close the Offering as expeditiously as possible. Finders' fees consisting of a cash commission of $369,000 and 1,230,000 non-transferrable finders' warrants have been paid in connection with this closing of the Offering. Each finder warrant entitles the holder to acquire one common share at $0.36 per share over a two (2) year period. The Company intends to use the proceeds raised from the Offering for the exploration and advancement of the Company's West Cache Gold Project in Timmins, Ontario and for general working capital purposes. The Debentures, Finder's Warrants, if applicable, the underlying Common Shares, will be subject to a hold period of four months and one day from the date of closing in accordance with applicable securities laws. The Offering is subject to the final acceptance of the TSX Venture Exchange. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements. About Galleon Gold Galleon Gold is an advanced exploration and development company focused on the West Cache Gold Project in Timmins, Ontario. The Project is located 7 km northeast of Pan American Silver's Timmins West Mine and 14 km southwest of the Hollinger Mine. The Company is gearing up for its first test mining at West Cache; the 86,500-tonne underground bulk sample is designed to produce 22,600 ounces of gold (prior to recoveries) and provide valuable data for pre-feasibility studies. Galleon Gold's strategy is to systematically derisk the Project while continuing to grow the asset through grassroots exploration. For further information: Galleon Gold R. David Russell Chairman and CEO T. (416) 644-0066 info@ Forward-Looking Statements This news release contains certain "forward-looking statements," as defined under applicable Canadian securities laws, that reflect the current views and/or expectations of Galleon Gold with respect to the Offering, the use of proceeds from the Offering, the expected closing of second tranche of the Offering, its long-term strategy, proposed work, plans, bulk sample program and other reports including the PEA for its projects. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which Galleon Gold operates. Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, expectations, plans, and objectives of Galleon Gold are forward-looking statements that involve various risks. The following are important factors that could cause Galleon Gold's actual results to differ materially from those expressed or implied by such forward-looking statements: changes in the world-wide price of mineral commodities, general market conditions and uncertainty of access to additional capital, risks inherent in mineral exploration, delays in the receipt of government approvals, risks associated with development, construction, mining operations and third party contractor activities, risks related to unanticipated events related to health, safety and environmental matters. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Galleon Gold undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Globe and Mail
04-07-2025
- Business
- Globe and Mail
Michael Gentile Announces Filing of Early Warning Report Related to Acquisition of Units of Cascadia Minerals Ltd.
Toronto, Ontario--(Newsfile Corp. - July 4, 2025) - Michael Gentile announces that he has filed an early warning report (the " Report") announcing the acquisition (the " Acquisition") of an aggregate of 1,785,714 units (the " Units") in the capital of Cascadia Minerals Ltd. (the " Company"). Each Unit was comprised of one common share (each, a " Common Share") in the capital of the Company and one Common Share purchase warrant (each, a " Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.24 per Common Share until the date that is two (2) years from the date of issuance. Prior to the completion of the Acquisition, Mr. Gentile beneficially owned and controlled, directly or indirectly, 4,720,500 Common Shares and 2,974,300 Warrants, representing approximately 6.66% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 10.42% of the Company's issued and outstanding Common Shares on a partially diluted basis. Following the completion of the Acquisition, Mr. Gentile beneficially owns and controls, directly or indirectly, an aggregate of 6,506,214 Common Shares and 4,760,014 Warrants, representing approximately 8.95% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 14.55% of the Company's issued and outstanding on a partially diluted basis. The Common Shares were acquired for investment purposes. Mr. Gentile has a long-term view of the investment and may acquire additional securities of the Company either on the open market or through private acquisitions or sell the Common Shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. For further details relating to the Acquisition, please see the Report, a copy of which is available on SEDAR+, or by contacting Michael Gentile at (514) 591-4227.
Yahoo
25-06-2025
- Business
- Yahoo
Valkea Raises C$4.1M in Private Placement
Leading Strategic Junior Mining Investor Michael Gentile Has Become a 9.9% Shareholder on a Partially-diluted Basis and Will Join as an Advisor Vancouver, British Columbia--(Newsfile Corp. - June 25, 2025) - Valkea Resources Corp. (TSXV: OZ) (OTCQB: OZBKF) (the "Company" or "Valkea") is pleased to announce that, further to it's news releases dated June 4 and June 17, 2025, it has closed its non-brokered private placement of units ("Units") of the Company (the "Financing") for gross proceeds of C$4.1 million. As a result of his participation in the Financing, leading strategic junior mining investor, Michael Gentile, now holds approximately 9.9% of the issued and outstanding common shares in the capital of the Company (the "Shares"), on a partially-diluted basis, immediately following the closing of the Financing and has joined as an advisor. Mr. Gentile is widely recognized as one of the leading investors in the junior mining sector, with top five ownership positions in over 20 publicly traded exploration and mining companies. He is also currently a director of Group Eleven Resources (TSXV: ZNG), Northern Superior Resources (TSXV: SUP), OnGold (TSXV: ONAU), Radisson Mining Resources (TSXV: RDS), Roscan Gold (TSXV: ROS), and Solstice Gold (TSXV: SGC), and a Strategic Advisor to Northisle Copper and Gold (TSXV: NCX). In addition to Mr. Gentile, Primevest Capital Corp., a specialty investment manager, and another high-profile mining investor have also made significant strategic investments in the Financing, and now each hold approximately 9.9% of the issued and outstanding Shares , on a partially-diluted basis, immediately following the closing of the Financing. "Bringing Michael Gentile on board as an advisor-and welcoming him as a cornerstone shareholder along with significant investments from other shareholders, including Primevest, is a real validation for our projects and strengthens our shareholder base," commented Chris Donaldson, CEO. "Michael's deep market insight, strategic vision, and shared commitment to responsible exploration, greatly enhance our capacity for success. His involvement strengthens our leadership team and signals a strong vote of confidence in our Finnish exploration agenda." FINANCING CLOSE Pursuant to the Financing, a total of 16,400,000 Units were issued at a price of C$0.25 per Unit. Each Unit is comprised of one Share and one-half of one Share purchase warrant (each whole Share purchase warrant, a "Warrant") of the Company. "We're thrilled with the momentum building at Valkea as we gear up for an active summer exploration season," commented Chris Donaldson. "This successful financing enables us to push ahead at the Paana Project and follow-up on the strong results from our maiden program earlier this year. Valkea has a dominant land position right in the heart of the Central Lapland, adjacent to Europe's largest gold producing mine (Kittila-Agnico Eagle) and proximal to Rupert Resources' Ikkari Project. Finland's Central Lapland Greenstone Belt offers significant untapped potential, and Valkea is well positioned to unlock that value." Each Warrant will entitle the holder to purchase one Share at an exercise price of C$0.35 until December 24, 2026, provided that, if, following the date that is four months from the closing date of the Financing, the closing price of the Shares on the TSX Venture Exchange (the "TSXV"), or other such Canadian stock exchange on which the Shares are then principally traded, equals or exceeds C$0.50 per Share, for a period of ten consecutive trading days during the exercise period, the Company may accelerate the expiry date of the Warrants to the date which is 30 trading days from the date notice is given by the Company, by way of dissemination of a news release, to the holders of the Warrants. In connection with the Financing, the Company paid finders fees of C$70,500 cash and issued 282,000 finders warrants of the Company (the "Finders Warrants") to eligible arm's length finders. Each Finders Warrant entitles the finder to purchase one Share (a "Finder Warrant Share") at a price of $0.25 per Finder Warrant Share until December 24, 2026. The securities issued pursuant to and in connection with the Financing, including all securities issuable upon exercise thereof, are subject to a four-month and one-day hold period under applicable Canadian securities laws. The net proceeds from the Financing will be used for exploration and working capital purposes. The securities issued pursuant to and in connection with the Financing have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. OPTION GRANT The Company also announces that it has granted an aggregate of 1,765,000 stock options of the Company (the "Options") to certain directors, officers, employees, and consultants of the Company. Each Option is exercisable to acquire one Share at a price of $0.30 per Share for a period of 5 years following the date of grant, in accordance with the terms of the Company's stock option plan. The Options are subject to applicable regulatory approvals and any necessary hold periods as required by the TSXV. About Valkea Resources Valkea Resources is at the forefront of gold exploration in Finland's highly prospective Central Lapland Greenstone Belt (CLGB). With an extensive portfolio of high-potential projects, including the flagship Paana project, Valkea Resources is committed to discovering and advancing significant gold deposits in one of the world's emerging gold districts. Contact Information For more information please contact: Chris Donaldson, Chief Executive Officer and Director Tel: (604) 813-3931 | Email: info@ Neither the 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. Forward-Looking Statements This news release contains forward-looking statements or forward-looking information relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements in this news release include but are not limited to statements regarding the Company's exploration plans. Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: the Company not receiving the necessary regulatory approvals in respect of the Financing; recent market volatility; the inability of the Company to use the proceeds of the Financing as currently anticipated; and the state of the financial markets for the Company's securities. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include but are not limited to: the Company's early stage of development; the fluctuation of the price of metals; the availability of additional funding as and when required; the speculative nature of mineral exploration and development; the timing and ability to maintain and, where necessary, obtain necessary permits and licenses; the uncertainty in geologic, hydrological, metallurgical and geotechnical studies and opinions; infrastructure risks, including access to water and power; environmental risks and hazards; risks associated with negative operating cash flow; and risks associated with dilution. For a further discussion of risks relevant to the Company, see the Company's other public disclosure documents. Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except as, and to the extent required by, applicable securities laws. NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES To view the source version of this press release, please visit Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
09-06-2025
- Business
- Yahoo
Cascadia Minerals and Granite Creek Copper Announce Merger to Create a Leading Yukon Copper-Gold Exploration and Development Company
Concurrent Non-brokered Private Placement Equity Financing of up to $2.25 Million Supported by Strategic Investor Michael Gentile Vancouver, British Columbia--(Newsfile Corp. - June 9, 2025) - Granite Creek Copper Ltd. (TSXV: GCX) ("Granite Creek") and Cascadia Minerals Ltd. (TSXV: CAM) ("Cascadia") are pleased to announce that they have entered into a definitive arrangement agreement dated June 8, 2025 (the "Agreement") whereby Cascadia will acquire 100% of the issued and outstanding shares of Granite Creek for consideration payable in shares of Cascadia (the "Transaction"). The consideration will consist of 0.25 common shares in the capital of Cascadia for each one Granite Creek common share held. The Cascadia shares to be received by Granite Creek shareholders represent a value of $0.04 per Granite Creek share held based on Cascadia's closing price ending June 6, 2025. The Cascadia shares provide Granite Creek shareholders with a premium of 48% based on Granite Creek's 5-day volume-weighted average trading price of $0.027 as of June 6, 2025, the last trading day prior to announcement of the Agreement. Granite Creek is primarily engaged in copper and gold exploration and development of the Carmacks Project, located 34 km northwest of Carmacks in central Yukon, and 40 km from the past-producing Minto mine. All references to $ in this news release are to Canadian dollars unless otherwise indicated. Transaction Highlights: Strong Resource Base. The road-accessible Carmacks Project hosts a high-grade Measured and Indicated Resource1 containing 651 Mlbs of copper and 302 koz of gold (36.3 million tonnes2 grading 0.81 % copper, 0.26 g/t gold, and 3.23 g/t silver and 0.01% molybdenum, or 1.07% copper equivalent3) with a 2023 PEA demonstrating positive economic potential ($230.5 M Post-Tax NPV(5%) and 29% Post-Tax IRR)4. Expansion Potential. Cascadia is well positioned to grow the Carmacks Project resource, with a resource expansion drill program planned for fall 2025 to test numerous targets, including near 2021 diamond drill hole CRM21-0115,6 which returned 105.52 m of 0.96% copper with 0.18 g/t gold and 4.06 g/t silver (1.18% copper equivalent3) and has not seen follow-up. Exploration Synergies. The combined company will be a leading Yukon copper-gold explorer and developer, combining Granite Creek's advanced Carmacks Project with Cascadia's portfolio of copper-gold exploration projects across Yukon's Stikine Terrane, providing shareholders a robust pipeline of projects from greenfield discoveries to brownfield expansion and development. Benefits to Shareholders. Granite Creek shareholders will receive exposure to Cascadia's discovery-stage Catch Property, where drilling is underway to test a new high-grade epithermal gold discovery (1,065 g/t gold in outcrop7) and extensive copper-gold porphyry mineralization. Well Financed. Upon completion of the Transaction Cascadia will have a total cash balance of approximately $2.5 million, which will be used to fund ongoing work on the combined property portfolio. Experienced Team. The Cascadia team brings extensive and proven Yukon exploration experience, including comprehensive geology, engineering, metallurgy, finance, capital markets, community engagement, governance and sustainability backgrounds. Streamlined Overhead. The Transaction will provide efficiencies and remove duplicative costs by optimizing resources of the combined company and providing for more efficient advancement of the assets as a single portfolio with a focus on delivering maximum value for shareholders. Graham Downs, President and CEO of Cascadia, commented: "This transaction is a great opportunity for both Cascadia and Granite Creek shareholders. The Carmacks Project provides a strong foundation of road-accessible resources in a safe jurisdiction. Our team is confident in the exploration potential around the main deposits and throughout the property. We look forward to building on the systematic work Granite Creek has conducted in recent years by growing near-deposit resources and exploring along trend toward the nearby Minto deposit to the north. Planning is already underway for a fall drill program at Carmacks, while work advances in parallel at our Catch Property and other discovery-stage Yukon Stikine projects. The Cascadia team has a demonstrated track record of advancing district-scale projects and making meaningful discoveries, and we look forward to bringing this experience to the Carmacks Project as well." Tim Johnston, President and CEO of Granite Creek, commented: "With Cascadia's board and management's long history of discovery and development of mineral projects in the Yukon, I have confidence that they are the right team to advance the Carmacks Project and create long term shareholder value. This merger is a logical next step for both companies and will result in a combined entity with a robust portfolio of projects that will be positioned for success in these strong copper and gold markets. I look forward to remaining involved with Cascadia and moving the Carmacks Project forward towards development." Carmacks Project Overview The 177 km2 Carmacks Project is located 34 km northwest of the town of Carmacks, within the Traditional Territory of the Little Salmon Carmacks First Nation and the Selkirk First Nation. It is 35 km southeast of the past producing Minto Copper-Gold Mine, which is currently being acquired by the Selkirk First Nation8. It is road-accessible, with grid power located within 12 km of the property. Figure 1 - Property Location To view an enhanced version of this graphic, please visit: The Carmacks Project is located within the Minto Copper Belt, a 180 km x 60 km belt of intrusion-related copper-gold-silver deposits. This belt is within the Stikine Terrane, which extends into Yukon from British Columbia, and is characterized by Late Triassic to early Jurassic volcanic-plutonic arc complexes that are well-endowed with copper-gold-molybdenum porphyries including the Red Chris, Schaft Creek, Kemess, KSM and Galore Creek deposits and mines. Figure 2 - Geological Setting To view an enhanced version of this graphic, please visit: The Carmacks Project has seen significant historical work, including over 40,000 m of drilling, primarily focused on the Carmacks Main deposit. Highlights of drilling completed in 2020 and 2021 by Granite Creek are provided in Table 1. Table 1: Carmacks Project Highlight Drill Results6 Drillhole From (m) To (m) Length (m) Cu (%) Mo (%) Au (g/t) Ag (g/t) CuEq3 (%) CRM20-0019 102.85 230.12 127.27 0.61 0.028 0.13 2.14 0.79 incl 104.85 133.50 28.65 1.03 0.014 0.20 3.09 1.23 CRM21-01110 223.98 329.50 105.52 0.96 0.013 0.18 4.06 1.15 incl 223.98 245.20 21.22 2.17 0.010 0.36 9.13 2.51 CRM21-01911 277.95 345.30 67.35 0.93 0.011 0.31 4.23 1.20 incl 322.00 345.30 23.30 1.70 0.016 0.57 7.51 2.18 CRM21-02512 88.65 209.30 120.65 0.76 0.016 0.14 2.53 0.92 incl 106.00 155.40 49.40 1.08 0.015 0.20 3.41 1.28 Granite Creek completed an updated Mineral Resource Estimate in 2022 on the Carmacks Main deposit, which is summarized in Table 2. These mineralized zones remain open along strike and at depth, with much of the historical drilling focused on near-surface oxide mineralization, overlooking the significant potential for more sulfide mineralization throughout the system. Table 2: Carmacks Project Mineral Resource Estimate1 Category Cut-off2 Tonnes Copper Silver Gold Molybdenum Copper Equiv.3(Cu %) Mt % Mlbs g/t Ounces g/t Ounces % Mlbs % Mlbs In-Pit Oxide Measured 0.30 11.36 0.96 239 4.11 1,501,000 0.40 145,000 0.006 1.5 1.28 319 Indicated 0.30 4.33 0.91 87 3.37 469,000 0.28 39,000 0.007 0.6 1.14 190 M&I 0.30 15.69 0.94 326 3.91 1,971,000 0.36 184,000 0.006 2.1 1.23 424 Inferred 0.30 0.22 0.52 2.5 2.44 17,000 0.09 1,000 0.006 0.03 0.62 3 In-Pit Sulphide Measured 0.30 5.71 0.68 86 2.54 467,000 0.16 28,000 0.016 2.0 0.85 107 Indicated 0.30 13.49 0.72 214 2.83 1,226,000 0.19 82,000 0.013 4.0 0.90 269 M&I 0.30 19.19 0.71 300 2.74 1,693,000 0.18 110,000 0.014 6.0 0.89 377 Inferred 0.30 1.68 0.51 19 2.24 120,895 0.13 7,000 0.020 0.7 0.67 25 Below Pit Sulphide Measured 0.60 0.03 0.71 0.41 2.54 2,000 0.16 132 0.010 0.0 0.86 0.5 Indicated 0.60 1.34 0.82 24 2.88 124,000 0.19 8,000 0.012 0.4 1.00 30 M&I 0.60 1.37 0.82 25 2.88 126,000 0.19 8,000 0.012 0.4 1.00 30 Inferred 0.60 0.97 0.77 16 2.48 77,000 0.17 5,000 0.012 0.3 0.94 20 Combined Total M&I Various 36.25 0.81 651 3.25 3,790,000 0.26 302,000 0.010 9 1.04 831 Inferred Various 2.86 0.60 38 2.34 214,895 0.14 13,000 0.016 1 0.76 48 A preliminary economic assessment was completed in 2023 on the Carmacks Main deposit, envisioning a 7,000 tpd open pit mine with conventional flotation to produce a copper concentrate. This study included processing of both oxide and sulfide material, and yielded the results shown in Table 3. Table 3: Carmacks Project PEA Economics4Base Case Case 1 Copper Price (US$/lb) 3.75 4.25 Gold Price (US$/oz) 1,800 2,000 Silver Prince (US$/oz) 22 25 Exchange Rate ($:US$) 0.75 0.75 Pre-Tax NPV @5% $324.1M $475.0M Pre-Tax IRR 36% 48% Pre-Tax Net Cash Flow $505.9M $714.5M After Tax NPV @5% $230.5M $330.1M After Tax IRR @5% 29% 38% After Tax Net Cash Flow $371.2M $507.4M Transaction Terms Pursuant to the Arrangement Agreement, Cascadia will acquire all the issued and outstanding common shares of Granite Creek in exchange for common shares of Cascadia by way of a plan of arrangement under the Business Corporations Act (British Columbia). Each Granite Creek share will be exchanged for 0.25 of a Cascadia share (the "Exchange Ratio"). Upon completion of the Transaction, existing Cascadia and Granite Creek shareholders will own approximately 59% and 41% of the issued and outstanding shares of the combined company, respectively (excluding any securities issued in the Placement, as defined below). Outstanding stock options of Granite Creek will be exchanged for options of Cascadia and all warrants of Granite Creek will become exercisable to acquire common shares of Cascadia, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio. Granite Creek will hold a special meeting of Granite Creek securityholders in connection with the Transaction (the "Meeting"). Granite Creek expects to hold the Meeting in July 2025, and the Transaction is expected to close shortly thereafter, subject to customary closing conditions and approvals. In addition to securityholder approvals, the Transaction is also subject to, among other things, obtaining customary regulatory approvals including applicable TSX Venture Exchange ("TSX-V") approvals. The Transaction is arm's length for the purposes of the TSX-V's policies. The Agreement contains customary reciprocal deal-protection provisions. Under certain circumstances, Cascadia or Granite Creek may be entitled to a reciprocal termination fee of $500,000. Further details regarding the terms and conditions of the Transaction are set out in the Agreement, which has been filed by Cascadia and Granite Creek under their respective SEDAR+ profiles. Further information respecting the Agreement and the Transaction will be provided in the Granite Creek information circular which will be sent to Granite Creek's securityholders in connection with the Meeting. Principle Conditions to Completion The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of at least: (i) 66⅔% of the votes cast by Granite Creek shareholders and optionholders (voting as a single class) (the "Granite Creek Securityholders"); and (ii) a simple majority of the votes cast by Granite Creek shareholders, excluding the votes cast by certain persons in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). No finders' fees are being paid in connection with the Transaction. The completion of the Transaction is subject to a number of terms and conditions, including, without limitation, the following: (i) acceptance by the TSX-V; (ii) approval of the British Columbia Supreme Court; (iii) there being no material adverse changes in respect of Granite Creek or Cascadia; and (iv) other standard conditions of closing for a transaction of this nature. There can be no assurance that the necessary terms or conditions will be met or that the Transaction will be completed as proposed or at all. Recommendation by the Boards of Directors and Fairness Opinion The board of directors of Granite Creek received a fairness opinion from Evans & Evans Inc. stating that, as of June 8, 2025 of such opinion and subject to the assumptions, limitations and qualifications contained in its opinion, the consideration to be received by Granite Creek Securityholders pursuant to the Transaction is fair, from a financial point of view, to the Granite Creek Securityholders. The board of directors of Granite Creek, as well as the independent directors voting as a group, unanimously approved entering into the Agreement and unanimously recommended that Granite Creek Securityholders vote in favour of the Transaction. The Agreement has been unanimously approved by the board of directors of Cascadia. Board of Directors and Management of Resulting Issuer Upon closing of the Transaction, Timothy Johnston, Granite Creek's current President and CEO, is expected to join the board of directors of Cascadia. Voting Support Agreements The officers and directors of Granite Creek, collectively holding approximately 6% of Granite Creek's shares issued and outstanding, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Granite Creek shares in favour of the Transaction. Transaction Timeline Pursuant to the Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction on or about July 2025. In connection with completion of the Transaction, Granite Creek shares will be de-listed from the TSX-V and following closing, Granite Creek will make an application to cease to be a reporting issuer under Canadian securities laws. Concurrent Private Placement and Consolidation In connection with the Transaction, Cascadia is undertaking a concurrent non-brokered private placement (the "Placement") to raise gross proceeds up to C$2,250,000 by the sale of: (a) up to 14,285,714 subscription receipts ("Subscription Receipts") at a price of $0.14 per Subscription Receipt for gross proceeds of up to C$2,000,000; and (b) up to 1,785,714 units ("Cascadia Units") at a price of C$0.14 per Cascadia Unit for gross proceeds of up to C$250,000. Each Subscription Receipt will entitle the holder to receive at the effective time of the Transaction one unit of Cascadia consisting of one Cascadia share and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase an additional Cascadia share at a price of $0.24 per share for a period of two years following the date of issuance of the Warrant. The Cascadia Units also consist of one Cascadia share and one common share purchase warrant having the same terms as the Warrants forming part of the units underlying the Subscription Receipts. Certain directors, officers and insiders of Cascadia may participate in the Placement. The proceeds from the sale of the Subscription Receipts will be held in escrow pending the closing of the Transaction. If the closing of the Transaction has not completed by August 29, 2025, the Subscription Receipts will be cancelled and the escrowed proceeds returned to the subscribers. The proceeds from the sale of the Cascadia Units will not be escrowed, but will be available to Cascadia for its immediate use, unconditional on the closing of the Transaction. Cascadia may pay customary finders' fees in connection with the Placement. The Placement is subject to the approval of the TSX-V. Cascadia will use the proceeds of the Placement to pay expenses associated with the Transaction and to conduct exploration on the Carmacks Project. Following the closing of the Transaction and Placement, Cascadia will consider undertaking a consolidation of its issued and outstanding common shares at a ratio and on a timeline to be determined. Bridge Loan Cascadia will provide a non-interest-bearing bridge loan to Granite Creek in the amount of $375,000 to cover certain transaction costs (the "Bridge Loan"), subject to TSX-V approval. If the Agreement is terminated for any reason, the Bridge Loan will be repayable on demand by Cascadia in cash or, at Cascadia's option, may be converted to up to 12,500,000 common shares of Granite Creek at a price of $0.03 per share. Shares for Debt Transaction In connection with the Transaction, Granite Creek intends to settle an aggregate of up to approximately $521,000 of indebtedness owing to TruePoint Exploration Inc. ("TruePoint") and a Carmacks North royalty holder in exchange for Granite Creek shares (the "Shares for Debt Transaction"). Pursuant to the Shares for Debt Transaction, Granite Creek shares will be issued at a price per share equal to the closing price of the Granite Creek shares on June 9, 2025, subject to the polices of the TSX-V. The shares will be exchanged for Cascadia shares pursuant to the Transaction. TruePoint is a privately held exploration service company that provides exploration and administrative services to Granite Creek. TruePoint is more than 50% owned by directors and senior officers of Granite Creek, being Mr. Timothy Johnson, Mr. Michael Rowley and Ms. Susan Henderson. Granite Creek's indebtedness to TruePoint relates primarily to certain long-term loans owing to TruePoint for past services rendered. Following the Shares for Debt Transaction, and based on the closing price of Granite Creek shares on June 6, 2025, TruePoint will hold 15,354,273 Granite Creek shares, representing approximately 7.7% of the outstanding Granite Creek shares at the time of issuance. The Shares for Debt Transaction is subject to TSX-V approval, including any disinterested shareholder approval required pursuant to the policies of the TSX-V. The Shares for Debt Transaction with TruePoint is considered a "related party transaction" for purposes of MI 61-101. The issuance of these Granite Creek shares will be completed in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, these Shares for Debt Transactions will be exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as Granite Creek is not listed on a specified market within the meaning of MI 61-101. Additionally, the issuance is exempt from the formal valuation and minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the shares exceeds 25% of Granite Creek's market capitalization. Granite Creek's board of directors and independent directors (as such term is defined in MI 61-101) have, acting in good faith, determined that the Shares for Debt Transaction is in the best interest of Granite Creek. Advisers and Counsel Cascadia has engaged Stikeman Elliott LLP as its legal adviser in connection with the Transaction. Sangra Moller LLP is acting as legal adviser to Granite Creek and Evans & Evans Inc. provided a fairness opinion to the Granite Creek board of directors. About Cascadia Cascadia is a Canadian junior mining company focused on making new copper and gold discoveries the Yukon and British Columbia. Cascadia's flagship Catch Property in the Yukon hosts a brand-new copper-gold porphyry discovery where inaugural drill results returned broad intervals of mineralization, including 116.60 m of 0.31% copper with 0.30 g/t gold13. Catch exhibits extensive high-grade copper and gold mineralization across a 5 km long trend, with rock samples returning peak values of 3.88% copper13, 1,065 g/t gold7, and 267 g/t silver7. In addition to Catch, Cascadia is conducting exploration work at its Macks and Milner properties - recently staked Catch analogues within Yukon's Stikine Terrane which have additional copper porphyry targets. Cascadia has approximately 70 million shares outstanding and its largest shareholders are Hecla Mining Company, Michael Gentile and Barrick Gold. About Granite Creek Granite Creek is a growth stage exploration company, focused on the acquisition and development of exploration properties that host, or have the potential to host, precious base or battery metals. GCX's flagship asset is the Carmacks Project in the high-grade Minto copper district in Yukon Territory, Canada. The project is located south of and within 35km of the Minto mine. Qualified Person The technical information in this news release has been approved by Andrew Carne, VP Corporate Development for Cascadia and a qualified person for the purposes of National Instrument 43-101. Disclosure Notes The Mineral Resources disclosed here are referenced from the 2023 Technical Report on the Carmacks Project Preliminary Economic Assessment, authored by SGS Canada Inc. for Granite Creek Copper, and have not been independently reviewed by Cascadia. Mineral Resources are reported based on a 0.30% copper cut-off for mineralization classified as in-pit, and a 0.60% copper cut-off for mineralization classified as below-pit. Copper equivalent value assumes metal prices of $3.75/lb copper, $2,000/oz gold, $25/lb silver, $12/lb molybdenum, and recoveries of 82% for copper, 70% for gold, 69% for silver, and 70% for molybdenum, and has been re-calculated for consistency of presentation. Pricing for the base case economic analysis was US $3.75/lb copper, US $1,800/oz gold, and US $22/oz silver at an exchange rate of $1:US$0.75. For more details on the economic analysis, refer to the 2023 Technical Report on the Carmacks Project Preliminary Economic Assessment, authored by SGS Canada Inc. for Granite Creek Copper. The results of the Carmacks preliminary economic assessment are preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Please refer to Granite Creek's August 24, 2021, News Release for more information on CRM21-011. Reported lengths are drilled widths. Estimated true widths vary but are expected to be typically 60-70% of the intersected widths. Please refer to Cascadia's July 25, 2024, News Release for more information on Amp Zone results. For more information, see CBC News article dated September 7, 2024, entitled "Selkirk First Nation clears 1st hurdle to buy Yukon's abandoned Minto mine", available here: Please refer to Granite Creek's February 11, 2021, News Release for more information on CRM20-001. Please refer to Granite Creek's August 24, 2011, News Release for more information on CRM21-011. Please refer to Granite Creek's October 28, 2021, News Release for more information on CRM21-019. Please refer to Granite Creek's March 10, 2022, News Release for more information on CRM21-025. Please refer to Cascadia's July 19, 2023, News Release for more information. Results referenced in this release represent highlights only. Below detection values for gold, copper, silver and molybdenum have been encountered in drilling, soil and rock samples in these target areas. Disclosure regarding the Carmacks Project is reliant on previous disclosure made by Granite Creek. Results from this project have not been independently verified by Cascadia. On behalf of Cascadia Minerals Ltd. Graham Downs, President and CEO For further information, please contact:Andrew Carne, VP Corporate DevelopmentCascadia Minerals Ltd. T: 604-688-0111 ext. 106acarne@ On behalf of Granite Creek Copper Ltd. Timothy Johnson, President and CEO For further information, please contact:Timothy Johnson, President & CEOTelephone: 1 (604) 235-1982Toll Free: 1 (888) 361-3494E-mail: info@ NEITHER THE 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 NEWS RELEASE. Cautionary note regarding forward-looking statements: This press release may contain "forward-looking information" within the meaning of applicable securities laws. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this press release. Cascadia and Granite Creek undertake no obligation to update forward-looking information, except as required by securities laws. To view the source version of this press release, please visit Sign in to access your portfolio
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09-06-2025
- Business
- Yahoo
Cascadia Minerals and Granite Creek Copper Announce Merger to Create a Leading Yukon Copper-Gold Exploration and Development Company
Concurrent Non-brokered Private Placement Equity Financing of up to $2.25 Million Supported by Strategic Investor Michael Gentile Vancouver, British Columbia--(Newsfile Corp. - June 9, 2025) - Granite Creek Copper Ltd. (TSXV: GCX) ("Granite Creek") and Cascadia Minerals Ltd. (TSXV: CAM) ("Cascadia") are pleased to announce that they have entered into a definitive arrangement agreement dated June 8, 2025 (the "Agreement") whereby Cascadia will acquire 100% of the issued and outstanding shares of Granite Creek for consideration payable in shares of Cascadia (the "Transaction"). The consideration will consist of 0.25 common shares in the capital of Cascadia for each one Granite Creek common share held. The Cascadia shares to be received by Granite Creek shareholders represent a value of $0.04 per Granite Creek share held based on Cascadia's closing price ending June 6, 2025. The Cascadia shares provide Granite Creek shareholders with a premium of 48% based on Granite Creek's 5-day volume-weighted average trading price of $0.027 as of June 6, 2025, the last trading day prior to announcement of the Agreement. Granite Creek is primarily engaged in copper and gold exploration and development of the Carmacks Project, located 34 km northwest of Carmacks in central Yukon, and 40 km from the past-producing Minto mine. All references to $ in this news release are to Canadian dollars unless otherwise indicated. Transaction Highlights: Strong Resource Base. The road-accessible Carmacks Project hosts a high-grade Measured and Indicated Resource1 containing 651 Mlbs of copper and 302 koz of gold (36.3 million tonnes2 grading 0.81 % copper, 0.26 g/t gold, and 3.23 g/t silver and 0.01% molybdenum, or 1.07% copper equivalent3) with a 2023 PEA demonstrating positive economic potential ($230.5 M Post-Tax NPV(5%) and 29% Post-Tax IRR)4. Expansion Potential. Cascadia is well positioned to grow the Carmacks Project resource, with a resource expansion drill program planned for fall 2025 to test numerous targets, including near 2021 diamond drill hole CRM21-0115,6 which returned 105.52 m of 0.96% copper with 0.18 g/t gold and 4.06 g/t silver (1.18% copper equivalent3) and has not seen follow-up. Exploration Synergies. The combined company will be a leading Yukon copper-gold explorer and developer, combining Granite Creek's advanced Carmacks Project with Cascadia's portfolio of copper-gold exploration projects across Yukon's Stikine Terrane, providing shareholders a robust pipeline of projects from greenfield discoveries to brownfield expansion and development. Benefits to Shareholders. Granite Creek shareholders will receive exposure to Cascadia's discovery-stage Catch Property, where drilling is underway to test a new high-grade epithermal gold discovery (1,065 g/t gold in outcrop7) and extensive copper-gold porphyry mineralization. Well Financed. Upon completion of the Transaction Cascadia will have a total cash balance of approximately $2.5 million, which will be used to fund ongoing work on the combined property portfolio. Experienced Team. The Cascadia team brings extensive and proven Yukon exploration experience, including comprehensive geology, engineering, metallurgy, finance, capital markets, community engagement, governance and sustainability backgrounds. Streamlined Overhead. The Transaction will provide efficiencies and remove duplicative costs by optimizing resources of the combined company and providing for more efficient advancement of the assets as a single portfolio with a focus on delivering maximum value for shareholders. Graham Downs, President and CEO of Cascadia, commented: "This transaction is a great opportunity for both Cascadia and Granite Creek shareholders. The Carmacks Project provides a strong foundation of road-accessible resources in a safe jurisdiction. Our team is confident in the exploration potential around the main deposits and throughout the property. We look forward to building on the systematic work Granite Creek has conducted in recent years by growing near-deposit resources and exploring along trend toward the nearby Minto deposit to the north. Planning is already underway for a fall drill program at Carmacks, while work advances in parallel at our Catch Property and other discovery-stage Yukon Stikine projects. The Cascadia team has a demonstrated track record of advancing district-scale projects and making meaningful discoveries, and we look forward to bringing this experience to the Carmacks Project as well." Tim Johnston, President and CEO of Granite Creek, commented: "With Cascadia's board and management's long history of discovery and development of mineral projects in the Yukon, I have confidence that they are the right team to advance the Carmacks Project and create long term shareholder value. This merger is a logical next step for both companies and will result in a combined entity with a robust portfolio of projects that will be positioned for success in these strong copper and gold markets. I look forward to remaining involved with Cascadia and moving the Carmacks Project forward towards development." Carmacks Project Overview The 177 km2 Carmacks Project is located 34 km northwest of the town of Carmacks, within the Traditional Territory of the Little Salmon Carmacks First Nation and the Selkirk First Nation. It is 35 km southeast of the past producing Minto Copper-Gold Mine, which is currently being acquired by the Selkirk First Nation8. It is road-accessible, with grid power located within 12 km of the property. Figure 1 - Property Location To view an enhanced version of this graphic, please visit: The Carmacks Project is located within the Minto Copper Belt, a 180 km x 60 km belt of intrusion-related copper-gold-silver deposits. This belt is within the Stikine Terrane, which extends into Yukon from British Columbia, and is characterized by Late Triassic to early Jurassic volcanic-plutonic arc complexes that are well-endowed with copper-gold-molybdenum porphyries including the Red Chris, Schaft Creek, Kemess, KSM and Galore Creek deposits and mines. Figure 2 - Geological Setting To view an enhanced version of this graphic, please visit: The Carmacks Project has seen significant historical work, including over 40,000 m of drilling, primarily focused on the Carmacks Main deposit. Highlights of drilling completed in 2020 and 2021 by Granite Creek are provided in Table 1. Table 1: Carmacks Project Highlight Drill Results6 Drillhole From (m) To (m) Length (m) Cu (%) Mo (%) Au (g/t) Ag (g/t) CuEq3 (%) CRM20-0019 102.85 230.12 127.27 0.61 0.028 0.13 2.14 0.79 incl 104.85 133.50 28.65 1.03 0.014 0.20 3.09 1.23 CRM21-01110 223.98 329.50 105.52 0.96 0.013 0.18 4.06 1.15 incl 223.98 245.20 21.22 2.17 0.010 0.36 9.13 2.51 CRM21-01911 277.95 345.30 67.35 0.93 0.011 0.31 4.23 1.20 incl 322.00 345.30 23.30 1.70 0.016 0.57 7.51 2.18 CRM21-02512 88.65 209.30 120.65 0.76 0.016 0.14 2.53 0.92 incl 106.00 155.40 49.40 1.08 0.015 0.20 3.41 1.28 Granite Creek completed an updated Mineral Resource Estimate in 2022 on the Carmacks Main deposit, which is summarized in Table 2. These mineralized zones remain open along strike and at depth, with much of the historical drilling focused on near-surface oxide mineralization, overlooking the significant potential for more sulfide mineralization throughout the system. Table 2: Carmacks Project Mineral Resource Estimate1 Category Cut-off2 Tonnes Copper Silver Gold Molybdenum Copper Equiv.3(Cu %) Mt % Mlbs g/t Ounces g/t Ounces % Mlbs % Mlbs In-Pit Oxide Measured 0.30 11.36 0.96 239 4.11 1,501,000 0.40 145,000 0.006 1.5 1.28 319 Indicated 0.30 4.33 0.91 87 3.37 469,000 0.28 39,000 0.007 0.6 1.14 190 M&I 0.30 15.69 0.94 326 3.91 1,971,000 0.36 184,000 0.006 2.1 1.23 424 Inferred 0.30 0.22 0.52 2.5 2.44 17,000 0.09 1,000 0.006 0.03 0.62 3 In-Pit Sulphide Measured 0.30 5.71 0.68 86 2.54 467,000 0.16 28,000 0.016 2.0 0.85 107 Indicated 0.30 13.49 0.72 214 2.83 1,226,000 0.19 82,000 0.013 4.0 0.90 269 M&I 0.30 19.19 0.71 300 2.74 1,693,000 0.18 110,000 0.014 6.0 0.89 377 Inferred 0.30 1.68 0.51 19 2.24 120,895 0.13 7,000 0.020 0.7 0.67 25 Below Pit Sulphide Measured 0.60 0.03 0.71 0.41 2.54 2,000 0.16 132 0.010 0.0 0.86 0.5 Indicated 0.60 1.34 0.82 24 2.88 124,000 0.19 8,000 0.012 0.4 1.00 30 M&I 0.60 1.37 0.82 25 2.88 126,000 0.19 8,000 0.012 0.4 1.00 30 Inferred 0.60 0.97 0.77 16 2.48 77,000 0.17 5,000 0.012 0.3 0.94 20 Combined Total M&I Various 36.25 0.81 651 3.25 3,790,000 0.26 302,000 0.010 9 1.04 831 Inferred Various 2.86 0.60 38 2.34 214,895 0.14 13,000 0.016 1 0.76 48 A preliminary economic assessment was completed in 2023 on the Carmacks Main deposit, envisioning a 7,000 tpd open pit mine with conventional flotation to produce a copper concentrate. This study included processing of both oxide and sulfide material, and yielded the results shown in Table 3. Table 3: Carmacks Project PEA Economics4Base Case Case 1 Copper Price (US$/lb) 3.75 4.25 Gold Price (US$/oz) 1,800 2,000 Silver Prince (US$/oz) 22 25 Exchange Rate ($:US$) 0.75 0.75 Pre-Tax NPV @5% $324.1M $475.0M Pre-Tax IRR 36% 48% Pre-Tax Net Cash Flow $505.9M $714.5M After Tax NPV @5% $230.5M $330.1M After Tax IRR @5% 29% 38% After Tax Net Cash Flow $371.2M $507.4M Transaction Terms Pursuant to the Arrangement Agreement, Cascadia will acquire all the issued and outstanding common shares of Granite Creek in exchange for common shares of Cascadia by way of a plan of arrangement under the Business Corporations Act (British Columbia). Each Granite Creek share will be exchanged for 0.25 of a Cascadia share (the "Exchange Ratio"). Upon completion of the Transaction, existing Cascadia and Granite Creek shareholders will own approximately 59% and 41% of the issued and outstanding shares of the combined company, respectively (excluding any securities issued in the Placement, as defined below). Outstanding stock options of Granite Creek will be exchanged for options of Cascadia and all warrants of Granite Creek will become exercisable to acquire common shares of Cascadia, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio. Granite Creek will hold a special meeting of Granite Creek securityholders in connection with the Transaction (the "Meeting"). Granite Creek expects to hold the Meeting in July 2025, and the Transaction is expected to close shortly thereafter, subject to customary closing conditions and approvals. In addition to securityholder approvals, the Transaction is also subject to, among other things, obtaining customary regulatory approvals including applicable TSX Venture Exchange ("TSX-V") approvals. The Transaction is arm's length for the purposes of the TSX-V's policies. The Agreement contains customary reciprocal deal-protection provisions. Under certain circumstances, Cascadia or Granite Creek may be entitled to a reciprocal termination fee of $500,000. Further details regarding the terms and conditions of the Transaction are set out in the Agreement, which has been filed by Cascadia and Granite Creek under their respective SEDAR+ profiles. Further information respecting the Agreement and the Transaction will be provided in the Granite Creek information circular which will be sent to Granite Creek's securityholders in connection with the Meeting. Principle Conditions to Completion The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval of at least: (i) 66⅔% of the votes cast by Granite Creek shareholders and optionholders (voting as a single class) (the "Granite Creek Securityholders"); and (ii) a simple majority of the votes cast by Granite Creek shareholders, excluding the votes cast by certain persons in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). No finders' fees are being paid in connection with the Transaction. The completion of the Transaction is subject to a number of terms and conditions, including, without limitation, the following: (i) acceptance by the TSX-V; (ii) approval of the British Columbia Supreme Court; (iii) there being no material adverse changes in respect of Granite Creek or Cascadia; and (iv) other standard conditions of closing for a transaction of this nature. There can be no assurance that the necessary terms or conditions will be met or that the Transaction will be completed as proposed or at all. Recommendation by the Boards of Directors and Fairness Opinion The board of directors of Granite Creek received a fairness opinion from Evans & Evans Inc. stating that, as of June 8, 2025 of such opinion and subject to the assumptions, limitations and qualifications contained in its opinion, the consideration to be received by Granite Creek Securityholders pursuant to the Transaction is fair, from a financial point of view, to the Granite Creek Securityholders. The board of directors of Granite Creek, as well as the independent directors voting as a group, unanimously approved entering into the Agreement and unanimously recommended that Granite Creek Securityholders vote in favour of the Transaction. The Agreement has been unanimously approved by the board of directors of Cascadia. Board of Directors and Management of Resulting Issuer Upon closing of the Transaction, Timothy Johnston, Granite Creek's current President and CEO, is expected to join the board of directors of Cascadia. Voting Support Agreements The officers and directors of Granite Creek, collectively holding approximately 6% of Granite Creek's shares issued and outstanding, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Granite Creek shares in favour of the Transaction. Transaction Timeline Pursuant to the Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction on or about July 2025. In connection with completion of the Transaction, Granite Creek shares will be de-listed from the TSX-V and following closing, Granite Creek will make an application to cease to be a reporting issuer under Canadian securities laws. Concurrent Private Placement and Consolidation In connection with the Transaction, Cascadia is undertaking a concurrent non-brokered private placement (the "Placement") to raise gross proceeds up to C$2,250,000 by the sale of: (a) up to 14,285,714 subscription receipts ("Subscription Receipts") at a price of $0.14 per Subscription Receipt for gross proceeds of up to C$2,000,000; and (b) up to 1,785,714 units ("Cascadia Units") at a price of C$0.14 per Cascadia Unit for gross proceeds of up to C$250,000. Each Subscription Receipt will entitle the holder to receive at the effective time of the Transaction one unit of Cascadia consisting of one Cascadia share and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase an additional Cascadia share at a price of $0.24 per share for a period of two years following the date of issuance of the Warrant. The Cascadia Units also consist of one Cascadia share and one common share purchase warrant having the same terms as the Warrants forming part of the units underlying the Subscription Receipts. Certain directors, officers and insiders of Cascadia may participate in the Placement. The proceeds from the sale of the Subscription Receipts will be held in escrow pending the closing of the Transaction. If the closing of the Transaction has not completed by August 29, 2025, the Subscription Receipts will be cancelled and the escrowed proceeds returned to the subscribers. The proceeds from the sale of the Cascadia Units will not be escrowed, but will be available to Cascadia for its immediate use, unconditional on the closing of the Transaction. Cascadia may pay customary finders' fees in connection with the Placement. The Placement is subject to the approval of the TSX-V. Cascadia will use the proceeds of the Placement to pay expenses associated with the Transaction and to conduct exploration on the Carmacks Project. Following the closing of the Transaction and Placement, Cascadia will consider undertaking a consolidation of its issued and outstanding common shares at a ratio and on a timeline to be determined. Bridge Loan Cascadia will provide a non-interest-bearing bridge loan to Granite Creek in the amount of $375,000 to cover certain transaction costs (the "Bridge Loan"), subject to TSX-V approval. If the Agreement is terminated for any reason, the Bridge Loan will be repayable on demand by Cascadia in cash or, at Cascadia's option, may be converted to up to 12,500,000 common shares of Granite Creek at a price of $0.03 per share. Shares for Debt Transaction In connection with the Transaction, Granite Creek intends to settle an aggregate of up to approximately $521,000 of indebtedness owing to TruePoint Exploration Inc. ("TruePoint") and a Carmacks North royalty holder in exchange for Granite Creek shares (the "Shares for Debt Transaction"). Pursuant to the Shares for Debt Transaction, Granite Creek shares will be issued at a price per share equal to the closing price of the Granite Creek shares on June 9, 2025, subject to the polices of the TSX-V. The shares will be exchanged for Cascadia shares pursuant to the Transaction. TruePoint is a privately held exploration service company that provides exploration and administrative services to Granite Creek. TruePoint is more than 50% owned by directors and senior officers of Granite Creek, being Mr. Timothy Johnson, Mr. Michael Rowley and Ms. Susan Henderson. Granite Creek's indebtedness to TruePoint relates primarily to certain long-term loans owing to TruePoint for past services rendered. Following the Shares for Debt Transaction, and based on the closing price of Granite Creek shares on June 6, 2025, TruePoint will hold 15,354,273 Granite Creek shares, representing approximately 7.7% of the outstanding Granite Creek shares at the time of issuance. The Shares for Debt Transaction is subject to TSX-V approval, including any disinterested shareholder approval required pursuant to the policies of the TSX-V. The Shares for Debt Transaction with TruePoint is considered a "related party transaction" for purposes of MI 61-101. The issuance of these Granite Creek shares will be completed in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, these Shares for Debt Transactions will be exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as Granite Creek is not listed on a specified market within the meaning of MI 61-101. Additionally, the issuance is exempt from the formal valuation and minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the shares exceeds 25% of Granite Creek's market capitalization. Granite Creek's board of directors and independent directors (as such term is defined in MI 61-101) have, acting in good faith, determined that the Shares for Debt Transaction is in the best interest of Granite Creek. Advisers and Counsel Cascadia has engaged Stikeman Elliott LLP as its legal adviser in connection with the Transaction. Sangra Moller LLP is acting as legal adviser to Granite Creek and Evans & Evans Inc. provided a fairness opinion to the Granite Creek board of directors. About Cascadia Cascadia is a Canadian junior mining company focused on making new copper and gold discoveries the Yukon and British Columbia. Cascadia's flagship Catch Property in the Yukon hosts a brand-new copper-gold porphyry discovery where inaugural drill results returned broad intervals of mineralization, including 116.60 m of 0.31% copper with 0.30 g/t gold13. Catch exhibits extensive high-grade copper and gold mineralization across a 5 km long trend, with rock samples returning peak values of 3.88% copper13, 1,065 g/t gold7, and 267 g/t silver7. In addition to Catch, Cascadia is conducting exploration work at its Macks and Milner properties - recently staked Catch analogues within Yukon's Stikine Terrane which have additional copper porphyry targets. Cascadia has approximately 70 million shares outstanding and its largest shareholders are Hecla Mining Company, Michael Gentile and Barrick Gold. About Granite Creek Granite Creek is a growth stage exploration company, focused on the acquisition and development of exploration properties that host, or have the potential to host, precious base or battery metals. GCX's flagship asset is the Carmacks Project in the high-grade Minto copper district in Yukon Territory, Canada. The project is located south of and within 35km of the Minto mine. Qualified Person The technical information in this news release has been approved by Andrew Carne, VP Corporate Development for Cascadia and a qualified person for the purposes of National Instrument 43-101. Disclosure Notes The Mineral Resources disclosed here are referenced from the 2023 Technical Report on the Carmacks Project Preliminary Economic Assessment, authored by SGS Canada Inc. for Granite Creek Copper, and have not been independently reviewed by Cascadia. Mineral Resources are reported based on a 0.30% copper cut-off for mineralization classified as in-pit, and a 0.60% copper cut-off for mineralization classified as below-pit. Copper equivalent value assumes metal prices of $3.75/lb copper, $2,000/oz gold, $25/lb silver, $12/lb molybdenum, and recoveries of 82% for copper, 70% for gold, 69% for silver, and 70% for molybdenum, and has been re-calculated for consistency of presentation. Pricing for the base case economic analysis was US $3.75/lb copper, US $1,800/oz gold, and US $22/oz silver at an exchange rate of $1:US$0.75. For more details on the economic analysis, refer to the 2023 Technical Report on the Carmacks Project Preliminary Economic Assessment, authored by SGS Canada Inc. for Granite Creek Copper. The results of the Carmacks preliminary economic assessment are preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Please refer to Granite Creek's August 24, 2021, News Release for more information on CRM21-011. Reported lengths are drilled widths. Estimated true widths vary but are expected to be typically 60-70% of the intersected widths. Please refer to Cascadia's July 25, 2024, News Release for more information on Amp Zone results. For more information, see CBC News article dated September 7, 2024, entitled "Selkirk First Nation clears 1st hurdle to buy Yukon's abandoned Minto mine", available here: Please refer to Granite Creek's February 11, 2021, News Release for more information on CRM20-001. Please refer to Granite Creek's August 24, 2011, News Release for more information on CRM21-011. Please refer to Granite Creek's October 28, 2021, News Release for more information on CRM21-019. Please refer to Granite Creek's March 10, 2022, News Release for more information on CRM21-025. Please refer to Cascadia's July 19, 2023, News Release for more information. Results referenced in this release represent highlights only. Below detection values for gold, copper, silver and molybdenum have been encountered in drilling, soil and rock samples in these target areas. Disclosure regarding the Carmacks Project is reliant on previous disclosure made by Granite Creek. Results from this project have not been independently verified by Cascadia. On behalf of Cascadia Minerals Ltd. Graham Downs, President and CEO For further information, please contact:Andrew Carne, VP Corporate DevelopmentCascadia Minerals Ltd. T: 604-688-0111 ext. 106acarne@ On behalf of Granite Creek Copper Ltd. Timothy Johnson, President and CEO For further information, please contact:Timothy Johnson, President & CEOTelephone: 1 (604) 235-1982Toll Free: 1 (888) 361-3494E-mail: info@ NEITHER THE 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 NEWS RELEASE. Cautionary note regarding forward-looking statements: This press release may contain "forward-looking information" within the meaning of applicable securities laws. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this press release. Cascadia and Granite Creek undertake no obligation to update forward-looking information, except as required by securities laws. To view the source version of this press release, please visit Sign in to access your portfolio
