Claim Post Resources to Focus on Tier 1 Frac Sand Project; Completes Strategic Sale of Non-Core Timmins Exploration Assets
Toronto, Ontario--(Newsfile Corp. - December 22, 2017) - Claim Post Resources Inc. (TSXV: CPS) ("Claim Post" or the "Company") is pleased to announce that it has sold its Timmins exploration properties for $350,000 in cash and up to a 2% net smelter royalty. This strategic, non-core, asset sale is the culmination of the previously announced review process to maximize the value of its legacy mining assets in order to focus on the development of its Seymourville frac sand deposit.
"This strategic transaction allows Claim Post to focus and drive forward with the development of our exciting Tier 1 frac sand project in Manitoba. Tier 1 sand demand will remain strong, driven by the combination of limited supply of sands that meets American Petroleum Institute ("API") specifications and robust pressure pumping demand in the Montney and Duvernay formations in the Western Canadian Sedimentary Basin ("WCSB"). Seymourville, in my view, may be the only such known Tier 1 deposit in Canada at the present time," said Mr. Lowell Jackson, Executive Chairman of Claim Post.
Corporate Transformation
The sale of the Timmins exploration properties strengthens Claim Post's balance sheet, thereby allowing Claim Post to focus all of its capital and resources on the development of its Tier 1 frac sand deposit in Seymourville, Manitoba. Claim Post believes that its high quality, near surface, Tier 1 sand deposit is suitable for fracking in the oil and natural gas industries, and that the Company should pursue this opportunity to achieve near term production.
Due to Claim Post's focus on development of its Tier 1 sand deposit and with corporate activities shifting entirely to energy services, the Company intends to make necessary management changes. Initially, as part of these changes, Mr. Charles Gryba, who was the co-founder of Claim Post and was instrumental in assembling the Timmins mineral exploration property portfolio, has resigned his position as President and Director effective immediately. He will, however, remain involved with the Company as an independent advisor as required by the Company. "Charles has been a driving force in building the Company to date, and we wish to sincerely thank him for his efforts and wish him the best for the future", said Mr. Jackson, who will assume the role of Interim President while the management search process is completed.
Transaction Details
Claim Post entered into a definitive purchase and sale agreement (the "Agreement") to sell its mineral exploration properties to Central Timmins Exploration Corp. ("CTEC"), a newly formed private company financially backed by the principals and affiliates of INFOR Financial Group, for i) cash consideration payable at closing of C$350,000 plus ii) a Net Smelter Royalty (the "NSR") payable to Claim Post that varies from 1% to a maximum of 2%, depending upon the claims and the pre-existing NSR burden. The NSR provides CTEC the option to buy Claim Post's NSR for cash consideration of C$1,500,000 within 24 months of closing, and if the buyout is not fully exercised, the NSR payable to Claim Post is capped at C$5,000,000 total proceeds net (excluding any buy out payments) to Claim Post. CTEC has represented to Claim Post that it is fully funded and there is no financing condition to the closing of the transaction. The transaction closed on December 22, 2017 and is subject to regulatory and third party approvals and customary conditions precedent. Claim Post intends to use the proceeds of the sale for general working capital purposes and to partially fund the development of its frac sand project. No finder's fees were payable in connection with the transaction.
The Timmins exploration assets, which were assembled over a 10-year period, represent one of the largest undeveloped land holdings in the Timmins camp. This strategic transaction allows Claim Post and its shareholders to maintain potential upside exposure to the mining assets through the royalty structure payable to Claim Post, and CTEC has agreed to a provision whereby Claim Post (or its assignees as determined by Claim Post which could include Claim Post shareholders) will have the right (but not the obligation) to participate in up to 10% of any future debt or equity financing completed by CTEC within twelve months following the completion of the transaction.
Clarus Securities Inc. acted as independent financial advisor to Claim Post with respect to the transaction and in connection with its strategic alternative review process.
The Company has determined that the transaction may be considered to be a related party transaction as defined by Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company's President and a director, Mr. Charles Gryba, has informed Claim Post that he has a business relationship with certain of the principal shareholders of CTEC and that he will become a director and a shareholder of CTEC on or prior to the completion of the transaction. His appointment as a director of CTEC is not conditional upon the completion of the transaction and likewise the completion of the transaction is not conditional upon his appointment as a director of CTEC. Mr. Gryba disclosed this conflict of interest in the transaction to the Company's Executive Chairman and, at the request of the Company's Executive Chairman, recused himself entirely from all negotiations pertaining to this transaction as well as the ultimate consideration and approval of the transaction. Upon the unanimous recommendation of the Special Committee of the Board of Directors, the transaction was unanimously approved by all of the Company's remaining directors. The transaction, if it is considered to be a related party transaction as a result of Mr. Gryba's involvement or future involvement with CTEC, it would nevertheless be exempt from formal valuation requirements pursuant to section 5.5(a) of MI 61-101 and be exempt from minority's approval requirements pursuant to section 5.7(a) of MI 61-101 as the fair market value of the subject matter of, and the fair market value of the consideration for, the sale transaction is less than 25% of Claim Post's market capitalization.
Claim Post is a publicly traded, Canadian based growth oriented energy services company, currently focused on its high quality frac sand deposit located in Seymourville, Manitoba. Claim Post currently has 126,383,908 shares issued and outstanding and trade on the TSX Venture Exchange under the symbol CPS-V.
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.
CONTACT INFORMATION:
Claim Post Resources Inc.
Lowell Jackson
Executive Chairman
(403) 660-3702
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the business prospects of the Company and the benefits to be derived from the transaction are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements involving the anticipated benefits to be derived from the sale transaction, including the anticipated closing date of the transaction and the use of sale proceeds resulting from the transaction, statements regarding the focus on the Company's frac sand development, statements regarding potential management changes and any potential upside in the form of royalty payments relating to the development of the Company's gold and base metal properties by CTEC. Such statements are qualified in their entirety by the inherent risks and uncertainties in mining industry in general and such other factors outlined in the Company's continuous disclosure documents available on SEDAR at www.sedar.com, which are beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, 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.