West Vancouver, British Columbia--(Newsfile Corp. - October 31, 2024) - M3 Metals Corp. (TSXV: MT) (OTCQB: MLGCF) (FSE: X0V)(the "Company" or "M3 Metals") reports that on August 22, 2024, the Company announced that the Company and Surge Battery Metals Inc. ("Surge") had entered into a property purchase and sale agreement (the "Purchase Agreement") whereby M3, in consideration of the issuance to it by Surge of a total of 1,200,000 common shares of Surge, would sell to Surge all of its right, title and interest in and to the Texas Springs Properties (the "Properties") in the area of Surge's Nevada North Lithium Project. The Properties, which the Company and Surge each own fifty (50%) percent of, were the subject of a mineral property option agreement (the "Option Agreement") dated effective July 26, 2023. The Option Agreement, and all rights and obligations under it, are terminated by the Purchase Agreement.
The Purchase Agreement contained a clause that the parties had to obtain regulatory approval, and close the transactions contemplated by the Purchase Agreement, by October 31, 2024.
The parties have now entered into an amendment (the "Amendment") dated October 27, 2024 whereby the Purchase Agreement will terminate if closing of the Purchase Agreement has not occurred on or before June 30, 2025. The extended closing date is due to the requirement that the parties obtain disinterested shareholder approval prior to closing.
The Purchase Agreement is considered a related party transaction under the policies of the TSX Venture Exchange by virtue of the parties having in common: (i) a person who is an officer (Corporate Secretary and CFO) and director of one party as well as an officer (Corporate Secretary) of the other party; and (ii) a person who is a director of one party and a 10% shareholder of the other party. As a result, it is subject to MI 61-101's requirements. The Company is relying on the exemptions in MI 61-101 from the requirements for a formal valuation (Sections 5.5(a) and (b)), the requirements for a meeting and information circular (Section 5.7(1)(a)) and the requirements for minority approval (Sections 5.7(1)(a) and (b)). The Company wishes to hereby amend its news release of August 22, 2024 which should have contained the MI 61-101 disclosure above.
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.
This document may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan" or "planned", "possible", "potential", "forecast", "intend", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities including lithium, the accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals including approvals of title and mining rights or licenses and environmental, local community or indigenous community approvals, the reliability of third party information, continued access to mineral properties or infrastructure or water, changes in laws, rules and regulations including in Canada, the United States, Nevada or California or any other jurisdiction which may impact upon the Company or its properties or the commercial exploitation of those properties, currency risks including the exchange rate of USD$ for Cdn$ or other currencies, fluctuations in the market for lithium related products, changes in exploration costs and government royalties, export policies or taxes in the United States or any other jurisdiction and other factors or information. The Company's current plans, expectations, and intentions with respect to development of its business and of its properties may be impacted by economic uncertainties arising out of any pandemic or by the impact of current financial and other market conditions (including US government subsidies or incentives) on its ability to secure further financing or funding of its properties. Such statements represent the Company's current views with respect to future events and are necessarily based upon several assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, environmental (including endangered species, habitat preservation and water related risks) and social risks, contingencies, and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules, and regulations.
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