Alpha Copper Corp. (CSE: ALCU) (OTC: ALCUF) (FSE: PP0) (“Alpha”)
and CAVU Energy Metals Corp. (CSE: CAVU) (OTC: CAVVF) (FSE: 5EO)
(“CAVU”) are pleased to announce a non-binding Letter of Intent
dated August 18, 2022 (“LOI”) pursuant to which Alpha will acquire
all of the issued and outstanding shares of CAVU (the “Proposed
Transaction”). The Proposed Transaction is an arm’s length
transaction, and provides CAVU shareholders with a premium of 60%
based on each company’s respective 20-day volume-weighted average
price (“VWAP”).
After the Proposed Transaction, the combined
entity of Alpha and CAVU will become a premier copper exploration
company with an expanded portfolio of prospective base and precious
metals assets in BC and the Yukon.
Highlights of the Transaction and
Strategic Rationale:
- Shareholders of the combined
company will gain exposure to four prospective exploration projects
in established mining jurisdictions, including:
- Star Project
(CAVU) is multi-target copper-gold porphyry project in the Golden
Triangle with a preserved supergene zone with 106.98m at 0.77% Cu
(Hole S045) that is mineralized to 700m depth and open for
expansion. Over 13,000m of modern drilling has been completed on
the project, which is fully permitted for advanced exploration with
200 drill sites until 2026. The Star is located in the traditional
territory of the Tahltan and Taku River Tlingit First Nations.
- Hopper Project
(CAVU) is a 74 km2 multi-target porphyry copper-molybdenum project
in the Yukon with significant copper-gold-silver peripheral skarn
mineralization. The skarn mineralization has yielded a best
intercept of 22.28m at 1.405% Cu (Hole HOP-21-DDH01), and drill
testing of the porphyry target has yielded 116m at 0.209% Cu from
surface (Hole HOP-21-DDH06). The project is located on the
traditional territory of the Champagne Aishihik First Nations.
- Okeover Project
(Alpha) Situated on the south coast of British Columbia 25 km north
of Powell River’s deep water port facilities and 145 km northwest
of Vancouver, the Okeover Property comprises 12 mineral claims
totaling 4,613 hectares (11,399 acres), fully permitted for
exploration planned for fall 2022.
- Indata Project
(Alpha) Situated in north-central British Columbia on the east side
of Albert Lake, a 2-hour drive from the community of Fort St.
James, the Indata Property comprises 16 mineral claims totaling
3,189 hectares. Four zones of copper mineralization have been
discovered at Indata, and historical drilling includes 148 metres
grading 0.20% Cu including 24.1 metres grading 0.37% Cu in hole
98-I-4. Alpha is currently conducting a $1,000,000 drilling
exploration program on the Indata project, expected to be completed
in Q4 2022.
- The combined entity will be well
capitalized to increase the value of its improved project
portfolio, supported by its strong executive management team and
Board of Directors.
Darryl Jones, CEO of Alpha Copper, stated “We
believe the addition of CAVU and its Star and Hopper assets to
Alpha’s significant project portfolio of properties in British
Columbia will be highly accretive for the shareholders of both
Alpha and CAVU. With the current interest in copper assets, both
for traditional uses and to support the expanding demand for
battery metals, Alpha will be aggressively pursuing all four
assets. We look forward to working with the excellent team at CAVU
throughout this transaction, and look forward to maximizing the
potential of a robust portfolio of high value assets on
completion.”
Dr. Jacob Verbaas, CEO of CAVU, commented “CAVU
is pleased to enter into this proposed transaction, which is at a
significant premium to CAVU’s market price. We believe Alpha’s
regional focus, financing capabilities, and exploration capacity,
combined with CAVU’s strong project portfolio of mature exploration
assets and technical expertise, create a scenario that mutually
benefits CAVU and Alpha. In addition, we believe that this proposed
arrangement will allow our highly prospective Star and Hopper
properties to reach their full potential.”
Proposed Transaction Details
Alpha proposes to issue 0.7 Alpha shares for
each share of CAVU (the “Exchange Ratio”). The Consideration values
CAVU at approximately $0.33 per share, representing a premium of
approximately 60.67% to CAVU shareholders, based on the 20-day VWAP
of each company as of the close of trading on August 17, 2022. Upon
completion of the Transaction, CAVU shareholders will hold
approximately 30% of Alpha shares on an outstanding basis.
In addition, it is anticipated that CAVU will
appoint a nominee to Alpha’s Board of Directors, and CAVU’s CEO,
Dr. Jaap Verbaas, and VP Exploration, Dr. Luke Bickerton, will
assume operational roles with Alpha.
The LOI for the Proposed Transaction includes
customary provisions, including an exclusivity period ending on
October 31, 2022. The final structure of the Proposed Transaction
will be determined by the parties, based upon tax, securities and
corporate law considerations, and will be governed by the terms of
a definitive and binding agreement governing the Proposed
Transaction. Completion of the Proposed Transaction is subject to,
among other conditions, satisfactory completion of due diligence,
voting support of key shareholders, shareholder approval, and
conditional approval by the Canadian Securities Exchange. Both
Alpha and CAVU expect to work towards entering into a definitive
agreement by September 30, 2022.
It is anticipated that any securities to be
issued under the Arrangement will be offered and issued in reliance
upon the exemption from the registration requirements of the U.S.
Securities Act of 1933 provided by Section 3(a)(10) thereof. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities.
QP StatementTechnical information related to
results produced by CAVU in this news release has been approved by
Roger Hulstein, P.Geo, a qualified person for CAVU as defined by
the National Instrument 43-101.
Technical information herein related to Alpha and its projects
has been reviewed and approved by Mr. J.W. Morton, P. Geo., who is
the Qualified Person within the context of National Instrument
43-101 and takes responsibility for its technical content.
About Alpha Copper Corp.
Alpha Copper is focused on contributing to the
green economy by finding and developing copper resource assets in
stable jurisdictions. The company is positioned to earn a 60%
interest in the Indata copper-gold project located in north central
British Columbia and a 100% interest in the Okeover
copper-molybdenum project located near the coastal community of
Powell River, British Columbia. For more information
visit: https://alphacopper.com/.
About CAVU Energy Metals Corp.
CAVU Energy Metals Corp. is a mining company
engaged in the acquisition, exploration and development of mineral
projects containing metals used in green technologies and the
renewable energy sector. The Company is currently focused on the
exploration of its Hopper Copper-Gold Project in Yukon and recently
acquired Star Copper-Gold Porphyry Project in BC. For more
information visit www.cavuenergymetals.com.
On Behalf of the Board of Directors of Alpha,Darryl JonesCEO,
President & DirectorAlpha Copper Corp.
On behalf of the board of directors of CAVU, Dr. Jaap Verbaas,
P.Geo.CEO and DirectorCAVU Energy Metals Corp.
Contact Alpha and CAVUInvictus Investor Relations+1 (604)
343-8661walter@invictusir.com
Forward-Looking Statements
Investors are cautioned that the Proposed
Transaction remains subject to due diligence and a number of
approval requirements; accordingly, there is no assurance the
Proposed Transaction will be completed on the basis set out herein,
or at all.
Some statements (“forward-looking statements”)
in this news release contain forward-looking information concerning
Alpha and/or Cavu, the Proposed Transaction, and their respective
anticipated results and developments, operations in future periods,
planned exploration and development of properties, plans related to
its business and other matters that may occur in the future, made
as of the date of this news release. Forward-looking statements may
include, but are not limited to, statements with respect to the
completion of Alpha’s acquisition of Cavu. Forward-looking
statements are subject to a variety of known and unknown risks,
uncertainties and other factors, which could cause actual events or
results to differ from those expressed or implied by the
forward-looking statements. Such factors include, among others,
risks related to actual results and timing of exploration and
development activities; actual results and timing of mining
activities; actual results and timing of environmental services
activities; conclusions of economic evaluations; changes in project
parameters as plans continue to be refined; future prices of
copper, gold, molybdenum and other commodities; possible variations
in mineable resources, grade or recovery rates; failure of plant,
equipment or processes to operate as anticipated; accidents, labor
disputes and other risks of the mining industry; First Nation
rights and title; continued capitalization and commercial
viability; global economic conditions; competition; and delays in
obtaining governmental approvals or financing or in the completion
of development activities. Forward-looking statements are based on
certain assumptions that management believes are reasonable at the
time they are made. In making the forward-looking statements
included in this news release, Alpha and Cavu have each applied
several material assumptions, including, but not limited to, that
proposed exploration and development will proceed as planned, and
that market fundamentals will result in sustained copper, gold,
molybdenum demand and prices. There can be no assurance that
forward-looking statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Alpha and Cavu each expressly
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as otherwise required by
applicable securities legislation.
Information About Each
CompanyInformation in this news release about Alpha has
been provided by, and is the responsibility of, Alpha. For further
information about Alpha, please refer to Alpha’s filings with
Canadian securities regulatory authorities under its issuer profile
on SEDAR. Information in this news release about Cavu has been
provided by, and is the responsibility of, Cavu. For further
information about Cavu, please refer to Cavu’s filings with
Canadian securities regulatory authorities under its issuer profile
on SEDAR.