Vancouver, British Columbia – April 7, 2022: ALTAIR RESOURCES INC. (“ALTAIR” or the Company”) (TSX-V: AVX; Germany FRA: 90A; ISIN: CA02137W2004; WKN: WKN A2ALMP)
Mr. George S. Young, Chairman & CEO is pleased to provide the following announcement in regard to the Company’s ongoing acquisition and development activities in Burkina Faso:
Agreement to Reduce the Marbera Purchase Price Executed
In furtherance of its press release dated March 17, 2022 in connection with the Company’s planned acquisition of the Marbera project in Burkina Faso, the Company is pleased to further announce that it has entered into an amendment to the purchase agreement with the Sellers to reduce the purchase price of the acquisition. The Agreement reduces the total cash consideration by US$6 million and the total share consideration by 6 million shares and provides for a proportionate adjustment of the post-closing payments of stock and shares. In the event that the NI 43-101 MRE report in the process of being prepared shows a total number of indicated and inferred resources of greater than or less than 1.3 million ounces, the amounts of each of the post-closing payments, including the payments to be made after the commencement of production, in stock and in cash, shall be proportionately increased or decreased in the same proportion that the actual total number of ounces in the MRE report bears to 1.3 million ounces, the historic resource number.
Amounts to be paid following the commencement of production will include a payment of 9 million shares of the Company plus six payments of cash or cash and stock, at the Company’s option, through the 5th anniversary of the commencement of production.
Estimates of the total per ounce cost of the post-commencement-of-production payments are a function of the presumed share price of the Company’s shares at the time of each such payment and the decision made at the time of each payment by the Company as to whether to pay all cash or part in cash or stock The table at the end of this press release contains the full payment schedule as agreed by the parties in the amendment agreement.
With the completion of the purchase price amendments described above and the reappointment of government ministers in Burkina Faso, the Company is now moving ahead aggressively to complete the definitive documentation and close the transaction as quickly as possible. It is expected that the MRE report will be concluded in the next several weeks and the parties can proceed to obtain regulatory approval and financing to complete the transaction thereafter.
George S. Young said “We are pleased to restructure the acquisition of the Marbera project and believe that the purchase price for such an advanced project, with over 387,000 meters of drilling represents a very competitive and accretive acquisition for Altair in comparison to many transactions in West Africa. We are excited now to press forward to the closing of the acquisition and to commencing work on a PEA during the next several months. We believe we are well positioned to deliver exemplary value to our shareholders.”
Information of a technical and scientific nature that forms the basis of the disclosure in this press release has been prepared and approved by Dorian L. (Dusty) Nicol, a Qualified Person, under National Instrument 43-101, and Vice President, Exploration of Altair Resources Inc.
About Altair Resources Inc.
Altair Resources’ (TSX.V: AVX) primary focus is developing the Marbera project, Burkina Faso’s newest gold mine development opportunity. Marbera has a historical resource of 1.388 million ounces of gold at a grade of 0.95 g/t Au (0.5 g/t Au cut-off). An updated 43-101 compliant resource estimate is underway and will be completed in Q2 of 2022. A PEA and Feasibility Study will commence immediately after.
Burkina Faso is 2nd in gold production in West Africa with four major mining companies operating successfully and 15 gold mines that have reached production. In addition, Altair shareholders own an option to acquire two producing gold mines in Kazakhstan.
For further information:
George S. Young
Chairman, CEO, Altair Resources Inc.
+1 (806) 886- 3317
Neither 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.
This press release contains forward-looking statements with respect to the Company. By their nature, forward-looking statements are subject to a variety of factors that could cause actual results to differ materially from the results suggested by the forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management’s assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements.
Generally forward-looking statements can be identified by the use of terminology such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”, “estimate”, “forecast”, “plan”, “potential” and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, the completion of the private placement and the Company receiving regulatory approval to the partial revocation order. These forward-looking statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, the Company receiving regulatory approval to the private placement and the partial revocation order application.
The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by law, the Company does not undertake any obligation to update publicly or to revise any forward-looking statements that are contained or incorporated in this press release. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
TABLE OF PAYMENTS OF THE PURCHASE PRICE AND MANNER, TIMING AND CONDITIONS OF PAYMENT
The following payments of stock and cash will be made at the times and subject to the conditions described below, and further subject to Exchange and other governmental approvals, restrictions, and conditions that are applicable, and further subject to escrow restrictions as to the release of shares as per Exchange requirements and to such additional contractual restrictions as to release of shares from escrow as are usual and customary for transactions of the type contemplated in the Proposed Transaction and as negotiated and agreed in the final version of the definitive documentation being finalized by the parties, over and above the minimum Exchange restrictions.
All amounts in USD:
– $2.3 million cash payment: Within three (3) weeks of the later to occur of the transfer of the Marbera 2 permit and mining property (the Property) to ALTAIR’s subsidiary in Burkina Faso or Exchange approval.
– $ 1.5M cash payment: on completion of a NI 43-101 MRE report to the satisfaction of Buyer. With a minimum indicated and inferred resource of at least 1.3 million ounces of gold.
– $ 1.5M cash payment: on completion of a PEA to the satisfaction of Buyer.
– $1.5M cash payment: on completion of a FS to the satisfaction of Buyer. With a minimum mineable resource of at least 1.3 million ounces of gold.
-9M ALTAIR shares and $3M cash payment on reaching commercial production of at least 90% of the level contemplated in the FS, for a period of 6 months of stable operation, as further defined in the SPA.
– $3M million cash payment one year after start of commercial production.
– 4M ALTAIR shares + $3M in cash, or at Altair’s option a total of $9M in cash payment rather than cash and shares: two years after start of commercial production.
– 4M ALTAIR shares + $ 3M in cash, or at Altair’s option a total of $9M in cash rather than cash and shares: three years after start of commercial production.
– 4M ALTAIR shares + $ 4M in cash, or at Altair’s option $10M in cash rather than in cash and shares: four years after start of commercial production.
– 4M ALTAIR shares + $4.5M in cash, or at Altair’s option $10M in cash rather than in cash and shares: five years after start of commercial production;
Provided, however, that with respect to all of the payments above (except the first payment of 2.3 million upon the transfer of the permit to ALTAIR”s subsidiary in Burkina Faso), in the event that the NI 43-101 MRE report has a total number of indicated and inferred resources of greater than or less than 1.3 million ounces, the amounts of each payment, in stock and in cash, shall be proportionately increased or decreased in the same proportion that the actual total number of ounces in the report bears to 1.3 million;