Tocvan Ventures Corp. Acquires 100% Interest in Rogers Creek Copper Porphyry Property in Southwestern British Columbia and Announces Spin-off Transaction
Calgary, Alberta – TheNewswire September 30, 2021, TOCVAN Ventures is pleased to announce that it has entered into an agreement whereby Tocvan acquires a 100% interest in the Rogers Creek property in British Columbia from C3 Metals Inc. Tocvan previously held an option to acquire up to 80% interest in the property of C3 Metals Under the new agreement with C3 Metals, Tocvan acquires 100%…
(The press wire)
Calgary, Alberta – TheNewswire September 30, 2021, TOCVAN Ventures (CSE: TOC) (OTC: TCVNF) (WKN: TV3A2PE64), is pleased to announce that it has entered into an agreement whereby Tocvan acquires a stake of 100 % in the Rogers Creek Property in British Columbia of C3 Metals Inc. (“C3 Metals”) Tocvan previously held an option to purchase up to 80% interest in the C3 Metals property
Under the new agreement with C3 Metals, Tocvan acquires a 100% interest in the Rogers Creek property and the previous option agreement is now void. In return, C3 Metals will receive 500,000 common shares of Tocvan. C3 Metals will also receive common shares of Cascade Copper Corp. (“Cascade Copper”) (described below) valued at $ 75,000, based on the pre-listing financing price, upon listing on the Canadian Stock Exchange. C3 Metals will retain 2% NSR on the Rogers Creek property, of which 1% may be purchased by Cascade Copper for $ 1 million.
Tocvan is also pleased to announce that, subject to shareholder and regulatory approval, the company plans to transfer all of the Rogers Creek property to Cascade Copper, a newly formed company, with a focus on copper porphyry exploration assets in southern British Columbia. (the “Spin-Out”). It is expected that the Rise will be structured as a plan of arrangement transaction under the Business Corporations Act (Alberta). Under the proposed plan of arrangement, shareholders of Tocvan will receive one common share of Cascade Copper for every six shares held of Tocvan. When and if approved, Tocvan will have no interest in the Rogers Creek property.
Derek Wood, CEO of Tocvan, said: “ We believe that the value of the Rogers Creek property is not reflected in Tocvan’s current share price and believe that the proposed spin-off will create additional value for Tocvan shareholders. We are extremely happy to enter into this agreement with C3 Metals. The agreement provides for more flexibility in how Rogers Creek is advanced towards discovery. By forming a new company, Tocvan shareholders can participate in the upside possibility through Cascade Copper’s shareholding, while Tocvan is able to focus on its two Mexican properties and minimize share dilution. We believe that the proposed spin-off will be of great benefit to Tocvan shareholders and we anticipate that this transaction will unlock the value of the Rogers Creek property and increase shareholder value by allowing the capital markets to place value on the Rogers property. Creek independently of other properties owned by Tocvan. This is an excellent opportunity for all shareholders of record on the effective date, which will be announced in due course. Shareholders holding Tocvan shares will be eligible to receive the proposed Cascade Copper spin-off shares at the aforementioned ratio. ”
Summary of the historical work of Rogers Creek
– 1,786 km of helicopter-borne and VLF-EM magnetic gradiometry.
– 280 km of helicopter radiometry.
– Leveling, fusion and inversions of 47 kilometers of Induced Polarization (IP)
– 3D modeling of geophysical and real estate data by Mira Geosciences with
Geoscience Analyst 3D software.
– Prospecting, mapping and sampling, including the collection of 1,061 surface rocks
samples, 3,328 soil samples and 318 stream sediment samples.
– Geochemical vectorization study of soil samples.
– 5,209 m of diamond drilling in 10 holes, including the analysis of 1,951 m of drilling
– 5,200 m of magnetic susceptibility readings of the drill core for a total of 1,164 readings.
– 329 resistivity / chargeability readings carried out on 7 drill holes totaling ~ 4,055 m.
– Mapping and logging of surface alterations and drilling (4 holes) limited.
About Cascade Copper:
Cascade Copper is a newly formed company that will own two very late stage copper porphyry properties located within the Miocene-age intrusions of the Cascade Magmatic Arc in southwestern British Columbia: the Rogers Creek property and the Fire Mountain property. The two properties are contiguous and both are advanced to a stage ready for exploration. Together, the properties have been the subject of more than $ 3 million in exploration to date and cover an area of approximately 240 square kilometers. Work to date has shifted the properties of a small showing discovered on a logging road in 2007 to an advanced stage of exploration with evidence of a large mineralized system. This validated the initial working hypothesis that there is considerable potential to discover significant mineralization in the Miocene-age intrusions of the Cascading Magmatic Arc in southwestern British Columbia, which made the subject of very little modern exploration.
The proposed demerger will be subject to the approval of Tocvan shareholders which Tocvan intends to solicit at an extraordinary meeting of shareholders (the “Shareholders Meeting”). The date of the General Assembly has not yet been set. The spin-off is subject to the approval of the Canadian Securities Exchange (“CSE”) and the spin-off also requires the approval of the Court of Queen’s Bench of Alberta. Tocvan intends to apply for the listing of the common shares of Cascade Copper on the CSE, but no assurance can be given that such listing will be obtained. Any such entry will be subject to Cascade Copper’s compliance with all CSE requirements. Further details on the spin-off, including the date of the shareholders’ meeting and any changes in the number of Cascade Copper common shares to be allocated to Tocvan shareholders, will be announced in the near future. Shareholders are cautioned that the final details of the split have yet to be determined and that there is no certainty that the split will be completed on the terms currently proposed or not at all.
About TOCVAN Ventures Corp .
Tocvan is a well structured exploration development company. Tocvan was formed to take advantage of the prolonged downturn in the junior mineral exploration industry, by identifying and negotiating interest in opportunities where management believes it can build on past successes. Tocvan currently has approximately 29 million shares outstanding and is taking advantage of three exciting opportunities. The Pilar Gold-Silver Project and the El Picacho Property in the Caborca Orogenic Gold Belt, both located in Sound a and the Rogers Creek Copper project in southern British Columbia, management believes that all three projects represent a tremendous opportunity to create long-term shareholder value.
ON BEHALF OF THE BOARD
Derek Wood President and CEO
Toll free: 403-668-7855
Neither the CSE nor its regulatory services provider accepts responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking statements which include, without limitation, comments that involve future events and conditions, which are subject to various risks and uncertainties. With the exception of statements of historical fact, comments which address resource potential, upcoming work programs, geological interpretations, receipt and security of mining title, availability of funds and others. are forward looking. Forward-looking statements are not guarantees of future performance and actual results may differ materially from such statements. General business conditions are factors that could cause the actual results of forward-looking statements to vary materially.
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