Calgary, Alberta and Surfers Paradise, Australia--(Newsfile Corp. - November 27, 2024) - Transition Opportunities Corp. (TSXV: TOP.P) ("Transition" or the "Company") and InterGroup Mining Limited ("IGM"), are pleased to provide the following updates in connection with the previously announced Qualifying Transaction, as defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange" or the "TSXV"), of Transition (the "Proposed Transaction") as further described in the press release dated August 20, 2024.
In evaluating the Proposed Transaction, IGM considered the long-term strategic benefits of listing on the TSXV, one of North America's prominent junior mining exchanges, including the ease of graduating to a senior exchange in the future, such as the New York Stock Exchange or the London Stock Exchange.
Proposed Financing
In preparation for the Proposed Transaction, it is anticipated that IGM will complete a non-brokered private placement of at least 15,000,000 ordinary shares of IGM ("Ordinary Shares") at a price of $0.35GBP (the "Offering Price") per Ordinary Share (the "Initial Private Placement"). The closing of the Initial Private Placement is not conditional upon completion of the Proposed Transaction. Further details regarding the Initial Private Placement are anticipated to be provided in subsequent press releases.
In addition to the Initial Private Placement, IGM may complete further private placements of debt or Ordinary Shares. Further information regarding the Initial Private Placement and any subsequent private placements will be forthcoming in continuous disclosure documentation of IGM.
Technical Reports
In connection with the Proposed Transaction, ERM Australia Consultants Pty Ltd., formerly CSA Global, has substantially completed a 43-101 - Technical Report (the "Technical Report") for the Clydesdale Brumby Kaolin Project (the "Project"), subject to certain updates in connection with the Proposed Transaction. On or prior to closing of the Proposed Transaction, a copy of the Technical Report will be posted on Transition's SEDAR+ profile at www.sedarplus.ca.
Additionally, Varndell & Associates has substantially completed a valuation report in connection with the Project owned by IGM, either directly or indirectly (the "Valuation Report"). The Valuation Report will follow the guidelines of TSXV Appendix 3G, which incorporates most aspects of CIMVAL Code for the Valuation of Mineral Properties dated November 29, 2019. Subject to approval from the TSXV, IGM intends to use the Valuation Report to evidence value for the Proposed Transaction in accordance with Policy 2.4.
IGM Audits
IGM has also finalized its audited financials statements for the fiscal year ended June 30, 2023 (the "IGM Financials"). On or prior to closing of the Proposed Transaction, a copy of the IGM Financials will be posted on Transition's SEDAR+ profile at www.sedarplus.ca.
IGM Offtake Agreement
In Q3 of 2024, IGM completed an onsite sampling program to provide sample shipments and guaranteed analysis to interested offtake partners. Desire for ongoing long-term and large-scale supply of Kaolin, Silica, Metakaolin and Gold have been expressed by multiple parties for different manufacturing and use applications. Discussions are ongoing regarding offtake agreements and product delivery dates upon mining production start around this latest sample allotment.
IGM is confident that the market remains strong and ever growing in the "Oceania" region for the Project's mineral assets. IGM looks forward to strong demand as its production phases begin and its product enters the commodities market.
IGM Feasibility Study
In preparation for the Proposed Transaction, IGM is in the process of upgrading its 2024 Scoping Study into a Pre-Feasibility Study and Definitive Feasibility Study (collectively, the "Feasibility Studies"). The completion of Feasibility Studies will allow the IGM to increase and underpin the valuation and financing of the Project significantly. It is anticipated that part of IGM's fundraising will be deployed towards completing the Feasibility Studies by mid-next year.
Additional Information
Additional information concerning the Proposed Transaction and any connected transactions of the Company, IGM and the resulting issuer following completion of the Proposed Transaction (the "Resulting Issuer"), will be provided in subsequent press releases and in Transition's management information circular or filing statement to be prepared in connection with the Proposed Transaction, to be filed in connection with the Proposed Transaction, which will be available under Transition's SEDAR+ profile at www.sedarplus.ca.
All information contained in this press release with respect to the Company and IGM was supplied by or from the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval, the completion of a definitive agreement in connection with the Proposed Transaction (the "Definitive Agreement") and closing conditions customary to transactions of this nature. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The Proposed Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the TSXV). Accordingly, it is not anticipated that the Proposed Transaction will be subject to the approval of the shareholders of Transition.
About Transition
Transition is incorporated under the Business Corporations Act (Alberta) and is a capital pool company within the meaning of the policies of the Exchange. Transition has not commenced operations and has no assets other than cash. Transition's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under Policy 2.4.
About IGM
IGM is an Australian company focused on exploring and extracting minerals essential to delivering a net zero emissions world and strives to be a carbon neutral mining operation. IGM is a multi-commodity mine with Gold, Kaolin and Silica. It also has data showing 6Rare earth minerals that it is proving out currently. Its current focus is on developing a major high- quality kaolin, silica and gold project located in NE Queensland, Australia, approximately 250 kilometres from the major seaport of Townsville, west of Charters Towers, and immediately north of the gold bearing district of Pentland.
To provide a little background on only one of IGM's minerals - Gold. Significant test work has been carried out to define the gold reserves and to determine the maximum gold recovery. The test work done to date has included:
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Feed gold grade by size distribution
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Single pass and Cyclic VSI testing
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Two Stage Continuous Gravity Recovery (CGR) test, which replicates the Gekko InLine Pressure Jig
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Single Pass Knelson Concentrator test on the final CGR tailing at P80 106 µm
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Kinetic flotation test on the Knelson tailing at P80 106 µm
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Grade by size analysis on various tailing streams
An excerpt from work done by Gekko Metallurgical Laboratory stated, "The following conclusion can be made from testing the Jodo Gold Brilliant Brumby ore sample. The calculated head grade from the 54.32 kg Two Stage CGR test was 8.74 g/t Au. This compared well to the calculated head grade derived from the 1 kg grade by size analysis of the minus 1.18 mm feed, which was 8.38 g/t Au."
The above test work shows that IGM has high grade gold deposits. Additionally, in "typical" mining operations, the operator must remove significant overburden to get to the gold bearing ore. IGM's overburden is the sellable products of kaolin and silica. This will result in IGM's gold reserves being one of, if not the lowest, cost gold mine in the world.
Qualified Person
The scientific and technical information in this release has been approved by Ross William McVicar Garling, a Fellow of the Australasian Institute of Mining and Metallurgy and an independent consultant to IGM, who is a qualified person under NI 43-101.
Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Proposed Transaction, the completion of the Initial Private Placement at the Offering Price and the completion any subsequent private placement, the completion and timing of the application to the TSXV in respect of the Proposed Transaction, the entering into of any offtake agreements between IGM and other parties, the completion of the Feasibility Studies, the proposed structure by which the Proposed Transaction is to be completed, the ability of the Company and IGM to meet the conditions of the Proposed Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company and IGM, including expectations and assumptions concerning the Company, IGM, the Resulting Issuer, the Proposed Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties. The terms and conditions of the Proposed Transaction may change based on the Company's due diligence (which is going to be limited as the Company intends largely to rely on the due diligence of other parties of the Proposed Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both the Company and IGM. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, IGM, their securities, or their respective financial or operating results (as applicable). All information related to IGM and its operations in this press release has been provided by IGM.
The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Neither TSXV 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 press release.
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