Magna Terra Minerals Inc. (the “Company” or “Magna Terra”) (TSX-V:
MTT) is pleased to announce it has completed updated NI 43-101
Technical Reports and Mineral Resource Estimates for the Rattling
Brook Deposit (“Rattling Brook”) of the Great Northern Project
(“Great Northern”) in Newfoundland and Labrador and for the Cape
Spencer Project (“Cape Spencer”) in New Brunswick. Cape Spencer and
Great Northern, together make up the advanced exploration assets
that Magna Terra is acquiring from Anaconda Mining Inc.
(“Anaconda”) as previously announced (see news release dated
October 15, 2019 for more details). Magna Terra and Anaconda have
entered into a share purchase agreement (the “SPA”) whereby Magna
Terra proposes to acquire all of the issued and outstanding common
shares of 2647102 Ontario Inc. (“ExploreCo”) from Anaconda (the
“Acquisition”). ExploreCo owns a 100% interest in the Cape Spencer
Project situated in New Brunswick and the Great Northern and Viking
Projects (the “ExploreCo Assets”) situated in Newfoundland and
Labrador (more details on each project provided below).
Mineral Resource Estimate
Highlights
Great Northern Project - The
Rattling Brook Deposit has an Inferred Mineral Resource Estimate of
5,460,000 tonnes at an average grade of 1.45 grams per tonne
(“g/t”) gold for 255,000 contained ounces at a cut-off grade of 1.0
g/t gold.
Cape Spencer Project - The Cape
Spencer Deposit has an Inferred Mineral Resource Estimate of
1,720,000 tonnes at an average grade of 2.72 g/t gold for 151,000
contained ounces in two zone:
- Northeast Zone - Inferred Mineral Resource of 740,000 tonnes at
an average grade of 4.07 g/t gold, for 96,000 contained ounces at a
cut-off grade of 2.5 g/t gold in a conceptual underground
development; and
- *Pit Zone - Inferred Mineral Resource of 990,000 tonnes at an
average grade of 1.71 g/t gold, for 54,000 contained ounces at a
cut-off grade of 0.5 g/t gold in a conceptual open-pit.
The Mineral Resource Estimates are presented below in Tables 1
and 2.
*The term “Pit Zone” reflects previously established deposit
nomenclature that has been retained by Magna Terra. It does not
denote application of an optimized pit shell or envelope for
definition of Mineral Resources presented in Table 2 below.
“We are very pleased to have the opportunity to
position ourselves through the acquisition of ExploreCo in the
world class mining jurisdictions of Newfoundland and Labrador and
New Brunswick. With the closing of the SPA, Magna Terra will own
two district-scale projects with immediate exploration upside that
includes 151,000 ounces (1,720,000 tonnes at 2.72 g/t gold) of
Inferred Mineral Resources at the Cape Spencer Project and 255,000
ounces (5,460,000 tonnes at 1.45 g/t gold) of Inferred Mineral
Resources at the Rattling Brook Deposit. Good potential to define
future Mineral Resources exists at the Thor Deposit, described
later in this press release. We have acquired these projects in
highly prospective areas with sizeable, district scale land
packages that provide significant exploration upside to the Mineral
Resources already defined.”
~ Lew Lawrick, President and CEO, Magna Terra
Minerals Inc.
Share Purchase Agreement
Under the SPA, Magna Terra will acquire
ExploreCo by issuing to Anaconda an aggregate number of common
shares of the Company equal to 100% of the outstanding Magna Terra
common shares on the closing date of the Acquisition, following the
completion of the previously announced share consolidation (see
below and news release dated October 15, 2019 for more details) on
an undiluted basis and before the Magna Terra financing (described
below). The Acquisition constitutes a “Reverse Take-Over” and
“Non-Arms’ Length” transaction within the meaning of the policies
of the TSX Venture Exchange (the “Exchange”) as (i) Anaconda will
become a control person of Magna Terra following the closing of the
Acquisition and (ii) Mr. Lew Lawrick and Mr. Michael Byron,
respectively President & Chief Executive Officer and Directors
of the Company, are also Directors of Anaconda.
The Acquisition is therefore subject to Magna
Terra obtaining the approval of its disinterested shareholders at a
special meeting (the “Meeting”) to be called to that effect as soon
as possible in January 2020, subject to the approval of the
Exchange. The closing of the Acquisition is also subject to,
notably, the following conditions: (i) Magna Terra obtaining
shareholder approval at the Meeting for (a share consolidation on
the basis of one (1) new share of Magna Terra for every seven (7)
common shares of Magna Terra presently issued and outstanding (the
“Share Consolidation”), and (ii) the execution of an investor
rights agreement between Magna Terra and Anaconda (see October 15,
2019 news release for details).
The Company is presently working on the
information circular (the “Circular”) that will be sent to its
shareholders in connection with the Meeting, and will contain
sufficient information on the Share Consolidation, the Acquisition
and the Reverse Take-Over, ExploreCo and its assets, the
Subscription Receipt Offering (as defined below) and Magna Terra
post-transaction, so as to allow Magna Terra shareholders to make
an informed decision. The contents of the Circular must be approved
by the Exchange before it can be mailed out to Magna Terra
shareholders.
Great Northern Project - Rattling Brook
Deposit Mineral Resource Estimate
The updated Mineral Resource Estimate for the
Rattling Brook Deposit is 5,460,000 tonnes at an average grade of
1.45 g/t gold for 255,000 contained ounces at a cut-off grade of
1.0 g/t gold in 3 mineralized zones; the Road, Apsy and Beaver Dam
zones with an effective date of January 23, 2019 (Table 1).
Table 1: Rattling Brook Deposit Mineral Resource
Estimate – Effective Date: January 23, 2019
Zone |
Cut-Off (Au g/t) |
Category |
Rounded Tonnes |
Au (g/t) |
Rounded Ounces |
Apsy |
1.0 |
Inferred |
2,850,000 |
1.52 |
139,000 |
Road |
1.0 |
Inferred |
2,120,000 |
1.28 |
87,000 |
Beaverdam |
1.0 |
Inferred |
480,000 |
1.81 |
28,000 |
Total |
1.0 |
Inferred |
5,460,000 |
1.45 |
255,000 |
- This Mineral Resource Estimate was prepared in accordance with
NI 43-101 and the CIM Standards (2014)
- Mineral Resource Estimate tonnages have been rounded to the
nearest 10,000 and ounces have been rounded to the nearest 1,000.
Totals may not sum due to rounding.
- A cut-off of 1.00 g/t gold was used to estimate Mineral
Resources.
- Mineral Resources were interpolated using Ordinary Kriging from
1.5m downhole assay composites.
- An average bulk density of 2.70 g/cm3 has been
applied.
- Over 90% of Mineral Resources occur above a depth of 150m
below surface, the current maximum depth of the Anaconda Mining
operated Pine Cove Mine. Mineral Resources were reported within an
additional 50m of the 150m benchmark, to a maximum depth of 200m,
and are considered to reflect reasonable prospects for economic
extraction in the foreseeable future using conventional open-pit
mining methods at a gold price of CAD $1,550 per ounce.
- Mineral Resources do not have demonstrated economic
viability.
- This estimate of Mineral Resources may be materially affected
by environmental, permitting, legal title, taxation,
sociopolitical, marketing, or other relevant issues.
Cape Spencer Project - Cape Spencer
Deposit Mineral Resource Estimate
The Inferred Mineral Resource Estimate for the
Cape Spencer Deposit is 1,720,000 tonnes at an average grade of
2.72 g/t gold for 151,000 contained ounces at cut-off grade of 0.5
g/t gold and 2.5 g/t gold in two mineralized zones, the *Pit Zone
and the Northeast Zone, with an effective date of January 23, 2019
(Table 2). The Northeast Zone contains a conceptual underground
Inferred Mineral Resource Estimate of 740,000 tonnes at an average
grade of 4.07 g/t gold for 96,000 contained ounces at a cut-off
grade of 2.5 g/t gold and the *Pit Zone contains a conceptual
open-pit Inferred Mineral Resource Estimate of 990,000 tonnes at an
average grade of 1.71 g/t gold for 54,000 contained ounces at a
cut-off grade of 0.5 g/t gold.
Table 2: Cape Spencer Project Mineral Resource
Estimate – Effective Date: January 23, 2019
Area |
Cut-Off (Au g/t) |
Category |
Rounded Tonnes |
Au (g/t) |
Rounded Ounces |
Northeast Zone |
2.5 |
Inferred |
740,000 |
4.07 |
96,000 |
*Pit Zone |
0.5 |
Inferred |
990,000 |
1.71 |
54,000 |
Total |
0.5 and 2.5 |
Inferred |
1,720,000 |
2.72 |
151,000 |
- This Mineral Resources Estimate was prepared in accordance with
NI 43-101 and the CIM Standards (2014)
- Mineral Resource tonnages have been rounded to the nearest
10,000 and ounces have been rounded to the nearest 1,000. Totals
may not sum due to rounding.
- A cut-off of 2.50 g/t gold was used to estimate Mineral
Resources for the Northeast Zone.
- A cut-off of 0.50 g/t gold was used to estimate Mineral
Resources for the Pit Zone.
- Mineral Resources were interpolated using Ordinary
Kriging from 1.5m assay composites capped at 15 g/t gold.
- An average bulk density of 2.74 g/cm3 has been
applied.
- Northeast Zone Mineral Resources extend to a maximum
depth of 225m below surface and are considered to reflect
reasonable prospects for economic extraction in the foreseeable
future using conventional underground mining methods at a gold
price of CAD $1,550 per ounce.
- Pit Zone Mineral Resources extend to a maximum depth of
100m below surface and are considered to reflect reasonable
prospects for economic extraction in the foreseeable future using
conventional open-pit mining methods at a gold price of CAD $1,550
per ounce.
- Mineral Resources do not have demonstrated economic
viability.
- This estimate of Mineral Resources may be materially
affected by environmental, permitting, legal title, taxation,
sociopolitical, marketing, or other relevant issues.
*The term “Pit Zone” reflects previously established deposit
nomenclature that has been retained by Magna Terra. It does not
denote application of an optimized pit shell or envelope for
definition of Mineral Resources presented in Table 2 above.
Viking Project - Thor Deposit Historical
Mineral Resource Estimate
A Historical Mineral Resource Estimate prepared
in accordance with NI 43-101 and the CIM Standards (2014) by
ExploreCo exists at the date of this press release for the Thor
Deposit of the Viking Project and has an effective date of August
29, 2016 (Table 3). The Thor Deposit contains an Historical
Indicated Mineral Resource of 63,000 ounces Au (937,000 tonnes at
an average grade of 2.09 g/t) plus an Historical Inferred Mineral
Resource of 20,000 ounces Au (350,000 tonnes at an average grade of
1.79 g/t) at a cut-off grade of 1.0 g/t Au. An Independent
Qualified Person has not carried out sufficient work to classify
this Historical Mineral Resource Estimate as current and Magna
Terra is not considering this Mineral Resource Estimate to be
current. Magna Terra considers the Thor Deposit to have potential
for expansion that will be addressed by the Company in future
exploration programs.
Table 3: Historical Mineral Resource Estimate
and Sensitivity Report for the Thor Deposit – Effective date August
29, 2016
Au Cut-off(grams per tonne) |
Tonnes> Cut-off(tonnes) |
Grade > Cut-offAu (grams per
tonne) |
ContainedOunces Au* |
|
Indicated |
|
|
0.50 |
1,817,000 |
1.42 |
83,000 |
*1.00 |
937,000 |
2.09 |
63,000 |
2.00 |
357,000 |
3.19 |
36,600 |
|
|
|
|
|
Inferred |
|
|
0.50 |
847,000 |
1.15 |
31,000 |
*1.00 |
350,000 |
1.79 |
20,000 |
2.00 |
94,000 |
2.90 |
8,800 |
*Historical Mineral Resource Estimate Cut-off gold grade is 1.0
g/t
About the Great Northern and Viking
Projects
- The Great Northern and Viking Projects comprise 2 separate
claim blocks, totalling 9,775 hectares (Great Northern - 4,175
hectares; Viking – 5,600 hectares) that are located 3 km north and
15 km south of the community of Jackson’s Arm, NL,
respectively;
- Both Project areas cover highly prospective geology coincident
with 20 kilometres of strike along a regional scale, gold-related
structure - the Doucer’s Valley Fault;
- Located adjacent to the Doucer’s Valley Fault, part of the Long
Range Fault system – a fertile gold bearing structure, similar to
that associated with Marathon Gold’s Valentine Lake Project in
central Newfoundland, which has been the focus of recent
significant mineral resource growth and discovery;
- Host to several known gold deposits including Rattling Brook
(Great Northern) and Thor (Viking) as well as high-grade prospects
including Jackson’s Arm (Great Northern) that present numerous
drill ready targets and potential for near term discovery;
- Several untested gold prospects and showings, including the
Shrik, Stocker, Boot N’ Hammer, 954 Prospects, Incinerator Trail
Zone;
Surface grab samples^ assaying up to 20.2 g/t
gold and 1,232 g/t silver at the Boot N’ Hammer Prospect; up to
56.7 g/t gold and 2.75 oz/t silver at the Stocker Prospect; up to
7.2 g/t gold at the Shrik Prospect; and up to 13.6 g/t gold at the
954 Prospect, hosted within a 1.7 km long by 40 to 400 m wide
continuous alteration zone;
The Incinerator Trail Zone has been tested by
four reconnaissance-style diamond drill holes in the 1980’s and
returned assays of 1.78 g/t gold over 4.0 m (hole RB-35) and 2.30
g/t gold over 4.05 m (hole RB-41);
Note: Analytical results in this press release
section are sourced in the Great Northern Project Technical Report
(2019) and Viking Project Technical Report (2016) - see “Technical
Reports and Documentation Notes” below.
About the Cape Spencer Project
- The Cape Spencer Project comprises 104 mineral exploration
claims covering 2,365 ha and is located 15 kilometers southeast of
Saint John, New Brunswick;
- The Project covers 8 kilometres of highly prospective strike in
the hanging wall of a regional scale structure with 10 known gold
occurrences, including the Emilio Zone (7.86 g/t over 7.4 m;
AB-04-06) and other drill ready targets;
- Hosted within similar Proterozoic-aged rocks of the Avalon Zone
that host multi-million ounce gold deposits such as Haile, Ridgeway
and Hope Brook;
- Two gold deposits open along strike (Northeast and Pit
Zones);
- Emilio Zone – Prospect at East end of Property
- 7.86 g/t gold over 7.4 m (AB-04-06; near surface);
- 12.00 g/t gold over 1.4 m (chip) and 2.77 g/t gold over 3.0 m
(chip); and
- ^Surface grab samples up to 168.00 g/t gold
- Birches Zone – 300-metre-long gold-bearing
alteration zone south of the Northeast Zone
- 17.85 g/t gold over 1.0 m within a zone grading 5.23 g/t gold
over 4.0 m (MR-150);
- 9.48 g/t gold over 1.0 m within a zone grading 4.01 g/t gold
over 4.0 m (MR-149); and
- 3.60 g/t gold over 5.0 m (AB-04-08).
- Zone A – Grab samples up to 53.50 g/t
gold.
- Zone C – Grab samples up to 8.92 g/t gold and
chip sample of 2.77 g/t gold over 3.0 m.
- Zone D – Five occurrences of visible gold with
grab samples up to 7.12 g/t gold.
Note: Analytical results in this press release
section are sourced in the Cape Spencer Project Technical Report
(2019) – see “Technical Reports and Documentation Notes” below;
“grab samples” are selected samples and are not necessarily
indicative of mineralization that may be hosted on the
property.
Additional Information on
ExploreCo
ExploreCo was constituted by Anaconda on July
24, 2018 under the Business Corporations Act (Ontario). ExploreCo
was set up by Anaconda for the sole purpose of holding the
ExploreCo Assets. Following the completion of the Acquisition,
ExploreCo will be a wholly-owned subsidiary of Magna Terra.
The Company will issue a subsequent news release
to provide certain financial information on ExploreCo and certain
pro forma financial information on Magna Terra post-transaction
concurrently with the mailing of the Circular in preview of the
Meeting.
Magna Terra Financing
Concurrently with the Acquisition, Magna Terra
proposes to complete, on a post-consolidation basis, a non-brokered
private placement of subscription receipts (the “Subscription
Receipt Offering”) for minimum proceeds of $2.2 million and maximum
proceeds of $3.5 million. The Subscription Receipt Offering will be
comprised on a combination of (i) flow-through common share
subscription receipts (the “FT Subscription Receipts”) that qualify
as flow-through shares for the purposes of the Income Tax Act
(Canada) at a price of $0.25 per FT Share Subscription Receipt
(minimum proceeds of $1.3 million and maximum proceeds of $2
million) and (ii) unit subscription receipts of the Company (the
“Unit Subscription Receipts”) at a price of $0.20 per Unit
Subscription Receipt (minimum proceeds of $900,000 and maximum
proceeds of $1.5 million).
Upon satisfaction of the Escrow Release
Conditions (as defined below), each FT Subscription Receipt shall
be exchangeable for one flow-through common share of the Company.
Each Unit Subscription Receipt shall be exchangeable for one unit
of the Company (a “Unit”) comprised of one common share of the
Company and one-half of one share purchase warrant (each whole
warrant being a “Warrant”), each Warrant entitling the holder
thereof to purchase one additional common share of the Company at a
price of $0.30 per share for a period of 24 months following the
closing. The Warrants will also be subject to an accelerated expiry
provision whereby should the common shares of the Company trade on
the Exchange at a price of $0.50 or more for a period of 10
consecutive trading days, the Warrants will expire 30 days
following the receipt of a written notice to that effect from the
Company.
The Subscription Receipt Offering is anticipated
to close on or before December 31, 2019. The funds received from
the Subscription Receipts Offering will be held in escrow (the
“Escrowed Funds”) by an escrow agent pending completion of the
Acquisition. Release of the Escrowed Funds will be conditional upon
satisfaction of the following conditions (together, the “Escrow
Release Conditions”): (i) Magna Terra shareholders’ approval of the
Share Consolidation; (ii) Magna Terra disinterested shareholders’
approval of the Acquisition and Reverse-Take Over; (iii) the
closing of the Subscription Receipt Offering for minimum proceeds
of $2.2 million; (iv) the closing of the Acquisition; and (v) the
receipt of all required regulatory approvals including, without
limitation, the conditional approval of the Exchange for the
Acquisition, Reverse-Take Over and the Subscription Receipt
Offering. The Company intends to use the net proceeds of the
Subscription Receipt Offering, once released by the escrow agent
following completion of the Escrow Release Conditions, to complete
the phase 1 program recommended under the Great Northern Report (as
defined below) and the Cape Spencer Report (as defined below), to
pay for the fees and expenses of the Acquisition and other
transactions outlined in this news release and for general
corporate purposes. The Circular will contain complete details on
the intended use of proceeds.
In connection with the Subscription Receipt
Offering, the Company will pay finder’s fees equal to 6% of the
aggregate gross proceeds originating from a finder. As additional
compensation, the Company will also issue non-transferable warrants
(the “Finder’s Warrants”) equal to 6% of subscription receipts
originating from such finder. Each Finder Warrant shall entitle the
holder thereof to purchase one common share of the Company at a
price of $0.30 per share for a period of 24 months. The finder’s
fees will be paid by the Company upon satisfaction of the Escrow
Release Conditions.
Magna Terra
Post-Acquisition
Following the completion of the Acquisition, but
prior to completion of the Subscription Receipt Offering, it is
anticipated that Anaconda will hold approximately 50% of the issued
and outstanding shares of Magna Terra, on a post-consolidation
basis. The current directors and officers of Magna Terra will
continue to act in such capacity with no changes contemplated to
current management.
Furthermore, although Magna Terra does not
currently intend to divest of any of its assets in Argentina, it
will continue to look at opportunities to extract value from them
for its shareholders, and in the near term intends to devote the
majority of its activities and exploration expenditures to advance
the development of the Cape Spencer and Great Northern
projects.
In connection with the Acquisition and the
Subscription Receipt Offering, Magna Terra intends to qualify as a
Tier 1 Mining Issuer on the Exchange following completion of these
transactions. This remains subject to the approval of the Exchange
as Magna Terra is currently listed as a Tier 2 Mining Issuer.
Furthermore, the Company will request an exemption from the
sponsorship requirements under Exchange Policy 2.2 - Sponsorship
and Sponsorship Requirements (“Policy 2.2”) as the Company believes
that it meets all of the criteria for such exemption under Policy
2.2.
Technical Reports and Documentation
Notes
Mineral Resources are not Mineral Reserves and
do not have demonstrated economic viability. All Mineral Resource
Estimates were prepared in accordance with NI 43-101 and the CIM
Standards (2014).
The Mineral Resource Estimate quoted in this
press release regarding the Great Northern Project refers to the
technical report: “NI 43-101 Technical Report and Updated Mineral
Resource Estimate on the Rattling Brook Gold Deposit, Great
Northern Project, White Bay Area, Newfoundland, Canada”, (the
“Great Northern Report”) with an effective date of January 23,
2019, and authored by Matthew Harrington, P.Geo. (Independent
Qualified Person) and Michael Cullen, P.Geo. (Independent Qualified
Person).
The Mineral Resource Estimate quoted in this
press release regarding the Cape Spencer Project refers to the
technical report: “NI 43-101 Technical Report and Mineral Resource
Estimate on The Cape Spencer Gold Deposit, Saint John County, New
Brunswick, Canada”, (the “Cape Spencer Report”) with an effective
date of January 23, 2019, and authored by Michael Cullen, P.Geo.
(Independent Qualified Person), and Matthew Harrington, P.Geo.
(Independent Qualified Person).
The Historical Mineral Resource Estimate quoted
in this press release regarding the Viking Project (Thor Deposit)
is taken from the technical report: “NI 43-101 Technical Report And
Mineral Resource Estimate For The Thor Deposit, Viking Project,
White Bay Area, Newfoundland and Labrador, Canada, Latitude 49o 42′
N Longitude 57o 00′ W” prepared for Anaconda Mining Inc. by David
A. Copeland, P.Geo., Dr. Shane Ebert, P. Geo. and Gary Giroux, P.
Eng. M.ASc., August 29, 2016.
Rock and core sample lengths from historic
exploration programs that are reported in this press release are
presented as core or sample lengths only. True widths of
mineralized intervals are not known. All quoted drill core sample
intervals, grades and production statistics were compiled from
historic assessment reports obtained from either the government
of New Brunswick or government of Newfoundland and Labrador
that are referenced the Technical Reports noted above.
Qualified Persons
This news release has been reviewed and approved
by David A. Copeland, P.Geo., Chief Geologist with Anaconda
Mining Inc., "a Qualified Person" as defined under NI 43-101.
Matthew Harrington, P.Geo., and Michael Cullen, P.Geo., of Mercator
Geological Services Ltd., are both “Independent Qualified Persons”
as defined under NI 43-101 and confirm that they have reviewed this
press release and that the scientific and technical information
disclosed herein with reference to the current Rattling Brook
Deposit and Cape Spencer Deposit Mineral Resource Estimates and
associated Technical Reports is consistent with their Technical
Reports. Both of these Technical Reports will be made available on
SEDAR at www.sedar.com under the Company’s profile in the near
future.
About Magna Terra
Magna Terra Minerals Inc. is a precious metals
focused exploration company, headquartered in Toronto, Canada. With
the closing of the ExploreCo Acquisition, Magna Terra will have 2
district-scale, advanced gold exploration projects in the world
class mining jurisdictions of New Brunswick and Newfoundland and
Labrador. The Company maintains a significant exploration portfolio
in the province of Santa Cruz, Argentina which includes its
precious metals discovery on its Luna Roja Project, as well as an
extensive portfolio of district scale drill ready projects
available for option or joint venture.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Magna Terra Minerals
Inc.Lewis Lawrick, President &
CEO647-478-5307Email: info@magnaterraminerals.comWebsite:
www.magnaterraminerals.com
Completion of the transaction is subject to a
number of conditions, including but not limited to, TSX Venture
Exchange acceptance disinterested shareholder approval by the
shareholders of Magna Terra. The transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all. Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Magna Terra should be
considered highly speculative.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
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.
Cautionary Statements Regarding Forward Looking
Information
Some statements in this release may contain
forward-looking information. All statements, other than of
historical fact, that address activities, events or developments
that the Company believes, expects or anticipates will or may occur
in the future (including, without limitation, statements regarding
potential mineralization) are forward-looking statements.
Forward-looking statements are generally identifiable by use of the
words “may”, “will”, “should”, “continue”, “expect”, “anticipate”,
“estimate”, “believe”, “intend”, “plan” or “project” or the
negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company’s ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things, without limitation, failure by the
parties to complete the Acquisition, failure to establish estimated
mineral resources, the possibility that future exploration results
will not be consistent with the Company's expectations, changes in
world gold markets or markets for other commodities, and other
risks disclosed in the Company’s public disclosure record on file
with the relevant securities regulatory authorities. Any
forward-looking statement speaks only as of the date on which it is
made and except as may be required by applicable securities laws,
the Company disclaims any intent or obligation to update any
forward-looking statement.
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