Vancouver, BC – April 16, 2020 – AsiaBaseMetals Inc. (the "Company") (TSX-V: "ABZ") is pleased to provide this corporate update.
Updated Technical Report- Gnome Property
The Company filed an updated technical report under the Company's profile on SEDAR regarding its Gnome Property located in the Omineca Mining Division, British Columbia, Canada on April 3, 2020 (effective March 5, 2020). The report is also available on the Company's website. The report, entitled "NI 43-101 Technical Report on the Gnome Property located in the Omineca Mining Division, British Columbia, Canada, NTS 94F/2E, 7E Latitude 57°14' N, Longitude 124°33' W", incorporates the results of the Company's recent work program on the Gnome Property.
Myanmar Permit Application
The Company is awaiting the grant of exploration permits (the "Thazi Mineral Claims") for lithium pursuant to a submitted application in Myanmar. Due to the COVID-19 situation, the application process for the Thazi Minerals Claims has been delayed and it is expected to resume when the regulatory authorities are in a position to visit the mineral claims. The Company intends to design its initial work program to explore for both hard-rock and salar-type (continental salts and brines) deposit potential, using modern field techniques with International Organization for Standardization-approved mineralogical studies and analytical methods. The Thazi Mineral Claims are located in the Hlaing Det area in the Meiktila District which is known as the main Feldspar-producing area of Myanmar. The Thazi Mineral Claims are accessible by road via the Meiktila-Thazi-Taunggyi highway, the main highway from central Myanmar to Shan State in the east, which eventually leads to the border of Thailand, and by train which runs through the central portion of the Thazi Mineral Claims. Power also runs along the highway and is available in the Hlaing Det area.
As part of its review of real estate opportunities in Croatia, the Company has entered into an agreement (the "Agreement") with Mr. Jakša Mrčela, a director of the Company, (the "Optionor"), pursuant to which the Company will have an option (the "Option") to acquire the right of the Optionor under an underlying agreement with the owner of certain real estate in Rogoznica-Lozica, Croatia (the "Property") to develop the Property.
The Property comprising 21,223 m2 in size is located adjacent to the ocean front in Rogoznica-Lozica, Croatia. The Property is being considered for development into hotels, villas and/or other entertainment structures.
Pursuant to the terms of the Agreement, the Option may be exercised within a three year period by paying to the Optionor (i) EUR€30,000 upon execution of the Agreement (paid), and (ii) the aggregate amount already paid by the Optionor to the vendor under the underlying agreement at the time of Option exercise. The exercise of the Option is in the Company's sole discretion and the Company has no further payment obligations over the three year option term, unless and until the Option is exercised.
The Company intends to exercise the Option, if at all, through a newly incorporated subsidiary ("NewCo") in which the Company's shareholders would receive shares through a "spin-out" transaction, and NewCo would seek a separate stock exchange listing, to create a new company focused on the real estate sector in Croatia. Any exercise of the Option and any such spin-out transaction would be subject to all required approvals, including the approval of the TSX Venture Exchange and, if applicable, shareholder approval.
If the Option is exercised, the Agreement provides for NewCo to issue to the Optionor such number of shares of NewCo equal to 20% of any amount by which the Optionor is successful in reducing the total consideration payable under the underlying agreement, at an issue price of C$0.30 per NewCo share unless a higher issue price is required by applicable stock exchange rules. If required to be issued, such NewCo shares will be issued to the Optionor on the 30th day after the date that NewCo is listed on a stock exchange, subject to applicable securities laws and required stock exchange approval.
The Agreement, the transactions contemplated by the Agreement and any spin-out transaction is subject to the approval of the TSX Venture Exchange. There can be no assurance that required approvals will be received or that the Option will be exercised.
The Agreement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The directors of the Company have determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(a) and 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 Option, insofar as it involves the Optionor, exceeds 25% of the Company's market capitalization.
About AsiaBaseMetals Inc.
AsiaBaseMetals Inc., a company focused on advancing its projects in the mining sector and developing and evaluating additional opportunities in the cannabis sector, is led by an experienced and successful business and mining team. The Company is advancing current opportunities and exploring additional opportunities in the cannabis sector, with emphasis in Europe, and advancing its 100% owned Gnome Zinc Project and its 100% owned Jean Iron Ore Project in world-class mining districts in Canada, one of the safest and mining friendly jurisdictions in the world. In addition, the Company is seeking to further diversify its portfolio, with special attention directed to advanced acquisition targets in the Americas, Asia and Africa for base metals [Copper (Cu)], alkali metals [Cobalt (Co) / Lithium (Li)] and precious metals [Gold (Au) / Silver (Ag)]. The Company is awaiting the grant of exploration permits for lithium pursuant to a submitted application in Myanmar and is in an advanced stage of reviewing mining projects for acquisition in Africa.
The Company, subject to required approvals, intends to retain business and commodity focus for the cannabis, real estate and mining sector by plan of arrangement spin- out transaction(s) ("Spin-Co's") as projects are identified and acquired, in the same manner as when AsiaBaseMetals Inc. was originally formed. Spin-Co's result in the Company retaining commodity/business focus and the shareholders of the Company, as of the record date for the Spin-Co creation, automatically receiving additional shares in a new company while retaining their shares in AsiaBaseMetals Inc.
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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.
Raj Chowdhry, Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the the grant of the Thazi Mineral Claims, the Company's plans for future exploration programs in Myanmar, the Agreement, the transactions contemplated thereby, including the incorporation and listing of the shares of NewCo on a stock exchange, the Company's pursuit of opportunities in the real estate sector, possible acquisitions and spin-out transactions and expected outcomes, may constitute "forward-looking information" within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will obtain the necessary regulatory approvals for the grant of the Thazi Mineral Claims, exploration in Myanmar, the transactions contemplated by the Agreement, including the incorporation and listing of NewCo on a stock exchange, the Company will obtain the necessary personnel, supplies and equipment and be able to carry out future exploration or work programs in Myanmar as planned, the Company's planned exploration in Myanmar will achieve the results expected by management and that the Company will obtain any required financing, and the Company will obtain the necessary approvals for possible acquisitions and spin-out transactions. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, financing risks, delays in obtaining or inability to obtain required regulatory approvals, personnel, equipment or supplies, the incorporation and listing of NewCo or the exercise of the Option by the Company will not be completed or will not have the benefits expected by management, the Company will be unable to secure possible acquisitions and spin-out transactions, the Company's planned exploration will not achieve the results expected by management and changes in the Company's plans. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and 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 required by law. There can be no assurance that the transaction contemplated by the Agreement will complete on the anticipated terms or at all.