Vancouver, August 9, 2018 – John Cumming, President and Chief Executive Officer of Stellar AfricaGold Inc., (TSX-V: SPX) (“Stellar” or the “Company”) announces:
CONDITIONAL APPROVAL OF AMENDED OPAWICA SALE
Further to the Company’s June 28, 2018 news release, Stellar and Mosaic Minerals Inc. (“Mosaic”) have amended the mineral property sale and purchase agreement for the 33 claim Opawica gold project (“Opawica”), Quebec. The amended agreement now provides for closing the transaction into escrow with final closing following shareholder approval at the next Annual General Meeting of Stellar shareholders scheduled for mid October, 2018. No other deal terms were altered.
The Opawica sale as amended (the “Opawica Transaction”) has received TSX Venture Exchange conditional approval. The trans but remains subject to shareholder approval at the forthcoming AGM and final filings with the TSX-V.
ABOUT THE OPAWICA SALE
Stellar’s determination to focus on gold exploration and development at its Balandougou Gold Project in Guinea also mandated that it divest of all non-core assets. To best monetize its last remaining non-core asset Stellar agreed to sell Opawica to Mosaic for $360,000 to be paid by the issuance of 7,200,000 shares of Mosaic issued at a deemed price of $0.05 per share, plus a 2% Net Smelter Return royalty (“NSR”) one-half of which may be purchased by Mosaic for $1,000,000. The $0.05 share price was based upon the issue price of the Concurrent Mosaic Financing (as defined below).
The 7,200,000 shares of Mosiac to be issued to Stellar was based upon and represents a 100% recovery of Stellar’s historical exploration expenditures of $360,000, while the 2% NSR provides a potential long-term upside benefit for Stellar shareholders should a discovery be made at Opawica in the future. Opawica is an early stage exploration property with no known discovery, no defined drill targets and no resource or reserve. As such it is of indeterminate or ‘soft’ value and not capable of formal valuation; therefore, no formal valuation of the property or fairness opinion of the Opawica Transaction was obtained.
The Opawica Transaction will be closed in two stages. The initial closing will be into escrow and is subject to: a) Mosaic completing a concurrent equity financing of not less than $200,000 at pricing equivalent to the purchase consideration shares, being $0.05 per share (the “Concurrent Mosaic Financing”), and b) TSX-V Conditional Approval of the Opawica Transaction as a ‘Reviewable Disposition’ which has been received. The final closing is conditional upon shareholder approval at the next Stellar Annual General Meeting scheduled for mid October, 2018 and providing closing documents to the TSX-V.
After closing of the Opawica Transaction, the 7,200,000 shares of Mosiac issued to Stellar will represent between 45.14% and 30.70% of the outstanding shares Mosaic depending upon the on the size of the Mosaic Concurrent Financing, which may vary between $200,000, the minimum amount required under the purchase agreement between Stellar and Mosaic for the Opawica Transaction, and $600,000, being the anticipated maximum financing amount to be sought by Mosaic.
Mosaic is a privately held company currently 100% owned by Maurice Giroux and John Cumming, both directors of Stellar. After completion of the Opawica Transaction and the Mosaic Concurrent Financing, Maurice Giroux and John Cumming will be minority shareholders of Mosaic.
The Opawica Transaction constitutes a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 as two directors of the Company currently control Mosaic. The Company relied upon exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Opawica Transaction does not exceed 25 per cent of the market capitalization of the Company, as determined in accordance with MI 61-101.
To read the complete August 9, 2018 Opawica news release click here.
