Athabasca Minerals Acquires 100% Interest in Montney and Duvernay In-Basin Sand Deposits and Provides Corporate Update
Calgary, Alberta--(Newsfile Corp. - February 5, 2021) - Athabasca Minerals Inc. (TSXV: AMI) ("Athabasca", the "Corporation" or "AMI") is pleased to announce the following:
- AMI has bought out the 'at arm's length' partners of Privco1 and Privco2 to secure 100% ownership of each company, which respectively hold the Montney and Duvernay premium domestic sand deposits. These transactions were combined and concluded for eight million AMI shares (plus $1.00), to be issued in three milestone installments and valued at $2.0 million in total.
- The Corporation is also using AMI shares to make one final Annual Minimum Royalty ("AMR") payment for Privco1, relating to the Montney deposit, valued at $200,000, with three corresponding milestone installments.
- In January 2021, the Corporation and its subsidiaries made material progress as follows:
- AMI Aggregates, the base division, resumed operations at Coffey Lake Public Pit and is currently delivering on a major order with revenues in excess of $500,000;
- AMI RockChain, the Corporation's technology-enabled midstream division, secured recent orders to deliver aggregates for a number of customer projects across Western Canada, with a combined value exceeding $800,000, and has commenced delivery on several of those projects;
- TerraShift Engineering formalized a three-year engineering services agreement, renewable annually thereafter, with Ministikwan Lake Cree Nation in Saskatchewan for future infrastructure work as it relates to environmental, geo-technical and civil projects. TerraShift is currently working with the Ministikwan Lake Cree Nation to confirm project scopes and contracts in 2021; and
- The Corporation remains financially prudent during the COVID-19 pandemic. Effective
January 1, 2021, AMI implemented 10% reductions of Management salaries and Board fees, and continues to participate in the Canada Emergency Wage Subsidy program.
TRANSACTION HIGHLIGHTS - 100% BUYOUT OF PRIVCO1 & PRIVCO2
Pursuant to the Share Purchase Agreements for Privco1 (Montney Sand Project) and for Privco2 (Duvernay Sand Project), AMI will increase its share ownership by 50.8% and 50.4% respectively as follows:
- Privco1, which holds a Metallic & Industrial Minerals lease for over 150,000 contiguous hectares in proximity to Grand Prairie, AB, and Dawson Creek and Fort St John, BC, will be purchased for $1.00. The AMR of $200,000 incurred annually each December, will be paid one last time, and in three installments: $100,000 paid in AMI shares upon transaction closing (with a 120-day non-trading period), $50,000 (held in escrow) paid in AMI shares on June 30th, 2021, and a final $50,000 (held in escrow) paid in AMI shares paid on June 30th, 2022 concurrent with the Privco2 buyout program, and based on a predetermined AMI share price of $0.25.
- Privco2 (which has secured private lands containing premium domestic sand, supported by a National Instrument 43-101, and within trucking distance to the Duvernay basin in central Alberta) will be purchased for eight million AMI shares payable in three installments, and upon milestone conditions. The first installment of four million shares will be paid upon transaction closing (with a 120-day non-trading period); the second installment of two million shares (held in escrow) will be paid at the Corporation's discretion by June 30th, 2021 based on project sanction (Financial Investment Decision) milestone; the third and final installment of two million AMI shares (held in escrow) will be paid at the Corporation's discretion by June 30th, 2022, based on First Production milestone. If the Corporation elects not to release shares from escrow for either of the two milestone payments, then the founding partners will be returned an equivalent pro rata ownership in Privco2 in exchange.
- The Corporation has neither incurred finder fees, nor created new insiders, nor been impacted by any change of control, in using AMI shares to purchase 100% interest of Privco1 and Privco2. The issuance of shares and closing of the transaction remain subject to customary closing conditions and receipt of all necessary regulatory and other approvals, including the final approval of the TSX Venture Exchange.
Robert Beekhuizen, Chief Executive Officer of Athabasca, stated: "AMI's increased ownership in Privco1 and Privco2 to 100% supports our strategy and commitment to advance the Montney and Duvernay Projects and affordably deliver premium domestic, in-basin sand to the Western Canadian market. With imported American sand still dominating the supply chain, our goal is to bring a more competitively-priced, high-quality, 'Buy Canadian' alternative. Furthermore, our full ownership and control of the associated sand deposits helps simplify business terms with our international partner. These transactions, totaling just over $2.2 million, represent an 72% discount to the original buy-out options, priced at $8 million each, which AMI prudently chose to forgo exercising last year. Twelve months later, we are pleased to announce a far more economic buy-out, which is beneficial to our cash position and our shareholders. Additionally, with over $1.3 million of confirmed purchase orders in January from both Coffey Lake Pit and AMI RockChain, this is a healthy financial start in 2021 and a good sign for the year ahead."
ABOUT ATHABASCA MINERALS INC.
Athabasca Minerals is an integrated group of companies focused on the aggregates, industrial minerals and resource sectors, driven by technology to bring improved value to the industry and our customers. Management is continually pursuing opportunities for sustained growth and diversification in supplying aggregate products and industrial minerals.
Athabasca's group of companies is comprised of the following business units:
- AMI Aggregates division produces and sells aggregate out of its corporate pits and manages the Coffey Lake Public Pit on behalf of the Province of Alberta for which aggregate management services revenue are earned.
- AMI Silica division is positioning to become a leading supplier of premium domestic silica sand with regional deposits in Alberta and NE British Columbia. This reporting segment encompasses all silica assets including Firebag, the Duvernay Project and the Montney In-Basin Project, and has a 5-year purchase agreement and contract with Shell Canada for the supply of proppant.
- Privco1 & Privco2 are private Alberta corporations that hold premium domestic sand deposits, strategically located in relation to the Montney and Duvernay sedimentary basins. Privco2, supports the Duvernay Sand Project, which is currently completing FEED (Front-End Engineering & Development) with the participation of an international industrial partner who brings access to rail, power, industrial water and waste heat with green benefits, utilities and infrastructure.
- AMI RockChain division is a midstream, technology-based business using its proprietary RockChain™ digital platform, associated algorithm, and quality assurance & control services to provide optimized integrated supply / delivery solutions of industrial minerals to industry, infrastructure and construction sectors.
- TerraShift Engineering offers technology-based applications that support resource exploration and development, engineering services, environmental and regulatory planning, resource management, compliance reporting, and reclamation for a growing customer base across Western Canada and Ontario.
For further information, please contact:
Tanya Finney, Director, Investor and Stakeholder Relations
Tel: 587-391-0548 / Email: firstname.lastname@example.org
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 certain statements or disclosures relating to Athabasca that are based on the expectations of its management as well as assumptions made by and information currently available to Athabasca which may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Athabasca anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words "would", "will", "anticipates", believes", "explores" and similar expressions.
In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the expectations for industry activity, the closing of the purchase of the Privco1 and Privco2; the anticipated benefits of the acquisitions of Privco1 and Privco2 on the Corporation; the deposits and economics of the Duvernay Project and Montney Project; current and future sales at Coffey Lake; the anticipated benefits and cost savings fiscal responsibility measures and CEWS; the Corporation's future financial performance, business prospects and opportunities, changing operating environment including the effects of COVID-19 pandemic, future growth, and profitability of the Corporation. This news release also contains forward-looking statements pertaining to the receipt of all necessary regulatory and other approvals, including the final approval of the TSXV.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Athabasca including, without limitation: that Athabasca will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; availability of debt and/or equity sources to fund Athabasca's capital and operating requirements as needed; and certain cost assumptions.
Athabasca believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking 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 including, without limitation: a significant expansion in COVID-19 restricting or prohibiting the operation of the Athabasca's facilities or significantly impacting the Company's supply chain; the duration and extent of the relatively low global oil prices; general economic, market and business conditions including those in the event of an epidemic, natural disaster or other event; increased costs and expenses; reliance on industry partners; and certain other risks detailed from time to time in Athabasca's public disclosure documents including, without limitation, those risks identified in this news release, and in Athabasca's annual information form, copies of which are available on Athabasca's SEDAR profile at www.sedar.com. Moreover, the duration and impact of the COVID-19 pandemic is unknown at this time and it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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