- TSXV Conditional Approval for the Roger Gold-Copper Project acquisition
- Trading Resumes: Kintavar shares to resume trading on or about August 7, 2025
- New Leadership: with Peter Cashin as CEO
Montreal, Quebec--(Newsfile Corp. - August 5, 2025) - KINTAVAR EXPLORATION INC. (TSXV: KTR) (the "Corporation" or "Kintavar"), announces it obtained conditional approval from the TSX Venture Exchange (the "TSXV") on its proposed acquisition of a 100% interest in the 987-hectare Roger project (the "Transaction") pursuant to an asset purchase agreement dated April 21, 2025 (the "APA") with XXIX Metal Corp. (TSXV: XXIX) and Orecap Invest Corp. (TSXV: ORI) (collectively, the "Vendors"), as previously announced in its press release dated April 22, 2025. The Corporation also obtained approval from the TSXV on its proposed change in management pursuant to the APA (the "Change of Management"). The approval of the Transaction, including the Change of Management, is still subject to the approval of the shareholders of Kintavar at the Meeting (as defined herein).
"The Transaction is an exciting opportunity for the Corporation, I firmly believe it is the right step forward. The proposed acquisition of the Roger Project, combined with the anticipated arrival of a dynamic and experienced leadership team, brings fresh energy, new ideas, and a renewed sense of purpose for the Corporation. It will be an exciting time for the Corporation, and I am proud to continue contributing to its success as a member of the board," said Kiril Mugerman, President and CEO of Kintavar.
"We are excited to move Kintavar forward with the Roger Project, with an anticipated new leadership team. We encourage shareholders to follow closely as we accelerate our plans. The Transaction will enable the Corporation to focus on exploration, discovery, and the development of copper and gold assets in Quebec," said Stephen Stewart, Chief Executive Officer of Orecap Invest Corp. and the proposed Chairman of Kintavar upon completion of the Transaction.
The acquisition of the Roger project by the Corporation will be made in consideration for a purchase price of $2,137,500 fully payable as of the closing date via the issuance of class A common shares of the Corporation (the "Common Shares") at a deemed price of $0.025 per Common Share, with 50% of the Common Shares to be issued to XXIX Metal Corp. and 50% of the Common Shares to Orecap Invest Corp. on closing.
Refer to the press release of the Corporation dated April 22, 2025 with respect to further details of the Roger project.
In connection with the Transaction, there are no associated finder's fee to be paid and there are no transactions involving non-arm's length parties and the Corporation, the Corporation's insiders and the Vendors. There are no direct or indirect beneficial interest of any of the Corporation's non-arm's length parties in the Vendors or the Roger project and the proposed Transaction constitutes an arm's length transaction.
The closing of the Transaction will result in the creation of new Control Persons (as such term is defined in the policies of the TSXV) as both Vendors will hold more than 20% of the Corporation's issued and outstanding shares. Therefore, the Transaction is subject to shareholder approval at the Meeting pursuant to section 5.14(a) of TSXV Policy 5.3.
Resumption of Trading
The Common Shares were halted by the TSXV in connection with the announcement of the Transaction pursuant to the policies of the TSXV. The Company has been advised by the TSXV that trading of the Common Shares will resume as of market open on or about, August 7, 2025.
Information About the Roger Project
Roger Project increases Kintavar's asset base as having an updated mineral resource estimate delivered in 2018 by GeopointCom, Val-d'Or (Québec). At a cut-off grade of 0.45 g/t gold-equivalent, the Indicated Resource is estimated at 10,900,000 metric tonnes at a grade of 0.85 g/t of gold, 0.80 g/t of silver and 0.06% of copper for a total of 333,000 ounces of gold-equivalent, while the Inferred Resource is estimated at 6,569,000 metric tonnes at a grade of 0.75 g/t of gold, 1.18 g/t of silver and 0.11% of copper for a total of 202,000 ounces of gold equivalent. The following metal prices were used in the calculation of gold-equivalent: 1,240 US$ for Au (ounce), 16.528 US$ for Ag (ounce) and 6.549 US$ Cu (Kg) (see XXIX Metal Corp. news release dated April 5, 2021). The Roger Project mineral resources estimate is historical in nature and readers are referred to the statement below regarding historical resources.
The following information was summarized from a technical report dated June 20, 2025 entitled "43-101 Technical Report on the Roger Property" (the "Technical Report"). The Technical Report was prepared for the Corporation by Alain-Jean Beauregard, P. Geo, whom is a qualified persons as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and is independent of the Corporation applying the tests set out in NI 43-101. A copy of the Technical Report is filed under the Corporation's SEDAR+ profile at www.sedarplus.ca.
The Roger Project is located approximately five (5) kilometers northwest of Chibougamau. The Roger Project is part of McKenzie Township in National Topographic System (NTS) map sheet 32G16. The center of the Roger Project is located at NAD 83 UTM Zone 18N coordinates 542 200 m E and 5 534 100 m N. The Roger Project consists of 28 map designated mineral claims ("CDC") covering a total area of 986.54 hectares. All claims are in good standing and are 50% registered to each of XXIX Metals and SOQUEM. The status of the claims was validated using "GESTIM", the official Quebec government system for mining titles management, easily available on the Quebec Natural Resources and Forest Ministry Website and no surface rights are associated to the land holdings.
A historical mineral resource for the Roger deposit was delivered in 2018 by GeopointCom, Val-d'Or (Québec). Using a cut-off grade of 0.45 g/t Aueq, an Indicated Resource was estimated to be 10,900,000* metric tonnes at a grade of 0.85 g/t of gold, 0.80 g/t of silver and 0.06% of copper for a total of 333,000 ounces of gold equivalent, while the Inferred Resource can be estimated at 6,569,000 metric tonnes at a grade of 0.75 g/t of gold, 1.18 g/t of silver and 0.11% of copper for a total of 202,000 ounces of gold equivalent.
The technical information in this news release was prepared under the supervision of Pierre-Luc Lalonde. Pierre-Luc Lalonde, P. Geo is a Qualified Person for the purposes of NI 43-101 and has reviewed and approved the technical information disclosed in this news release.
Changes to the Management and Board of Directors
As disclosed in its press release dated April 22, 2025, Kiril Mugerman, President & CEO of Kintavar and Mathieu Bourdeau, CFO of Kintavar, will be replaced upon closing of the Transaction. Peter Cashin will be appointed President and CEO and Joel Friedman as CFO and Corporate Secretary of the Corporation. Kiril Mugerman will remain a Director of the Corporation. Furthermore, Stephen Stewart, James Sykes, Ardem Keshishian, and Charles Beaudry will be appointed as directors of the Corporation in connection with the Transaction.
Biographies of each of the proposed directors and officers of the Corporation are provided below:
Peter Cashin is a respected minerals industry executive with over 40 years experience in all facets of the Canadian and International mining exploration and development sector. He previously founded a mineral sector consultancy, Apex Mineral Consultants Inc., providing exploration and development technical advisory services for the critical mineral and material sectors. Mr. Cashin is an established mining sector executive as the Founder and President & CEO of both Imperial Mining Group Ltd. (TSXV: IPG) from 2018 to 2024 and Quest Rare Minerals Ltd. (TSXV: QRM) from 2008 to 2015. It was with Quest in 2009 that he had his greatest career success with the discovery and development of the Strange Lake B-Zone rare earth deposit in northeastern Quebec, considered the largest deposit of its type in the world outside of China. The discovery's significance was acknowledged by the Quebec Mineral Exploration Association in 2010 with the awarding of The Quebec Prospector of the Year Award to Peter and his Team. Mr. Cashin obtained his Bachelor of Science in Geology from the University of New Brunswick in 1979 and a Master of Science degree in Mineral Exploration from McGill University in 1985 and has been a Practicing Professional Geoscientist with Professional Geoscientists Ontario (PGO) since 2008.
Joel Friedman is a finance executive with over 15 years of experience working in the mining and cannabis industries. Mr. Friedman is currently the CFO of publicly traded exploration companies: Orecap Invest, XXIX Metal, American Eagle Gold, Baselode Energy, Mistango River Resources, and Metal Energy. Prior to this, Mr. Friedman served as the CFO of Khiron Life Sciences Corp, Vice President, Finance at CannTrust Inc., and Director of Finance at Primero Mining Corp. as well as senior finance roles at Banro Corporation and IAMGOLD Corporation. Mr. Friedman began his career at Deloitte in the Real Estate and Resources group, where he worked with a variety of publicly listed clients throughout the mining lifecycle, from exploration to multi-asset operators. Mr. Friedman holds a CPA, CA and Honours Bachelor of Business Administration from the Schulich School of Business at York University, Canada.
Stephen Stewart is the founder and Chairman of Ore Group, a private company focused on natural resource discovery and development. He is also the Chairman of public companies: Orecap Invest, XXIX Metal, American Eagle Gold, Baselode Energy, Mistango River Resources, Metal Energy, and Awale Resources. Mr. Stewart is the Founder and Chairman of the Young Mining Professionals Scholarship Fund, the largest mining-focused charitable organization supporting mining engineering and geology education. Mr. Stewart holds a Bachelor of Arts from the University of Western Ontario, a Master of Business Administration from the University of Toronto's Rotman School of Management, and a Master of Science from the University of Florida.
Charles Beaudry is a P. Geo with over 30 years experience in project generation, business development, exploration chemistry and hands-on project management. Mr. Beaudry previously held the position of General Manager of new business opportunities with IAMGOLD Corporation from 2008 until 2009, after having spent nearly 17 years in various capacities for Noranda-Falconbridge-Xstrata, including as country manager of Brazil from 1996 to 2001 and manager of the Frieda River Project from 2005to 2006. He holds a Bachelor of Science in Geology from the University of Ottawa and a Masters of Geology from McGill University.
James Sykes is the CEO of Baselode Energy Corp. and Metal Energy Corp. and brings over 15 years of mineral exploration and discovery experience to the team, most notably from prominent roles in high-grade uranium and rare earth element successes. Over the past decade, he has been directly and indirectly involved with the discovery of over 500 M lbs. of U3O8 in the Athabasca Basin with Denison Mines Corp, Hathor Exploration Ltd., NexGen Energy Ltd., and Appia Energy Corp., having helped generate billions of dollars in shareholder appreciation. Mr. Sykes holds a Bachelor of Science degree from University of Waterloo, and a Bachelor of Science degree with a focus on Earth Sciences and Geology from Dalhousie University.
Ardem Keshishian brings over 15 years of progressive experience in corporate development, investor relations, finance, and capital markets, specializing in the mining sector. Most recently, Ardem served as VP of Corporate Development and Investor Relations at Moneta Gold, a Canadian gold developer with assets in the Timmins Gold Camp, Ontario, until its merger with Nighthawk Gold. Prior to Moneta Gold, he held roles at Royal Road Minerals, Pollitt & Co., Haywood Securities, and Van Berkom & Associates. He is a CFA® charter holder and holds a Bachelor of Science from Concordia University and a Master of Business Administration from the John Molson School of Business.
The audit committee of Kintavar upon completion of the Transaction will be comprised of: James Sykes, Ardem Keshishian, and Guy Le Bel.
Pursuant to section 6.4 of TSXV Policy 3.2, the TSXV also requires shareholder approval for the appointment of Peter Cashin and Joel Friedman as CEO and CFO, respectively, and the appointment of Stephen Stewart, James Sykes, Ardem Keshishian, and Charles Beaudry as directors of the Corporation.
Shareholder Meeting
On August 25, 2025, the Corporation will hold its annual and special meeting of shareholders (the "Meeting") at the offices of McMillan LLP located at 1000, Sherbrooke W, Suite 2700, Montréal, Québec, at 10:00 a.m. (Eastern Standard Time).
At the Meeting, amongst other items, shareholders will be asked to approve the Transaction and the creation of the Vendors as two new "Control Persons" and the Change of Management.
Shareholders will also have the option to attend the Meeting virtually, please register ahead of the meeting via the following ZOOM meeting link.
Shareholders participating in the Meeting virtually or via conference dial-in will not be able to vote at the Meeting.
The management information circular dated July 25, 2025 with respect to the Meeting has been mailed to shareholders and is available on SEDAR+ at www.sedarplus.ca.
About Kintavar Exploration & the Mitchi - Wabash Properties
Kintavar Exploration is a Canadian mineral exploration Corporation engaged in the acquisition, assessment, exploration and development of gold and base metal mineral properties. Its flagship project is the Mitchi - Wabash copper-silver district (approx. 34 000 hectares, 100% owned) located 100 km north of the town of Mont-Laurier and 15 km East of the town of Parent in Quebec. Both properties cover an area of more than 300 km2 accessible by a network of logging and gravel roads with access to hydro-electric power already on site, major regional roads including railroad and a spur. The properties are located in the north-western portion of the central metasedimentary belt of the Grenville geological province. The projects primarily focus on sediment-hosted stratiform copper type mineralization (SSC) but include Iron Oxide Copper Gold (IOCG) and skarn type targets. Osisko holds a 2% NSR on 27 claims of the southern portion of the Mitchi property, outside of the sedimentary basin. Kintavar also has exposure in the gold greenstones of Quebec by advancing the Anik Gold Project in a partnership with IAMGOLD.
For further information, contact:
Kiril Mugerman, President and CEO
Tel: 514-223-1449 Ext. #3
Email: kmugerman@kintavar.com
Web: www.kintavar.com
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. THE SECURITIES OF THE COMPANY REFERRED TO IN THIS NEWS RELEASE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. ACCORDINGLY, THE SECURITIES OF THE COMPANY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Forward-Looking Statements:
This news release contains statements that may constitute "forward-looking information" or "forward looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking information and statements may include, among others, statements regarding future plans, costs, objectives or performance of the Corporation, or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" "target" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the closing of the Transaction, appointment of the new officers and directors, and information regarding the Rogers Project. Forward-looking statements and information are based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Corporation's control. These risks, uncertainties and assumptions include, but are not limited to, those described under "Risk Factors" in the Corporation's management's discussion and analysis for the fiscal year ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca; they could cause actual events or results to differ materially from those projected in any forward-looking statements. The Corporation does not intend, nor does the Corporation undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261229
SOURCE: Kintavar Exploration Inc.
