Fintech
Broadway Strategic Metals Signs Binding Agreement to Merge with Rossiter Mining
Toronto, Ontario–(Newsfile Corp. – March 31, 2023) – Broadway Strategic Metals Inc. (the “Company” or “BSM“) and Rossiter Mining Corp. (“Rossiter“) are pleased to announce the signing of a binding Letter of Intent (“LOI“) for a merger of the two companies. The proposed transaction will be structured in a manner most efficient and effective to result in Rossiter, directly or indirectly, acquiring all outstanding securities of BSM. The final structure for the transaction will be subject to satisfactory tax, corporate and securities law advice for both the BSM and Rossiter. The transaction is subject to completion of due diligence as well as any and all required shareholder, exchange, and regulatory approvals.
The resulting entity, to be known as Broadway Strategic Metals (“Broadway“), plans to apply to list its shares on the Canadian Securities Exchange (“CSE”). Broadway’s main asset is its well mineralized district-scale mining concessions in the Republic of Panama, located immediately adjacent to First Quantum’s Cobre Panama Copper-Gold Mine property. Mineralization in the district and elsewhere in Panama varies from extensive bodies of copper with minor gold silver and molybdenum mineralization in porphyry style copper dominated bodies, to extensive epithermal to hydrothermal vein systems and sulphide replacement mineralized bodies. The Company’s concessions include both mineralized environments within its 100% interest in Contract No. 8 representing 9,984 hectares that hosts the past producing Molejón Gold Project mine, and the Santa Lucia Copper Gold Project both located in the Donoso District of Colon Province.
The Molejón Gold Silver Project includes a former mining operation with a historic resource of over 800,000 ounces of gold and 1,400,000 ounces of silver that Broadway plans to evaluate and if feasible, bring back into production, given the current higher commodity prices that may drive improved economics (Source – Behre Dolbear, (2012), Molejón Project NI 43-101 Technical Report, Donoso District, Colon Province, Republic of Panamá). This resource is not NI 43-101 compliant, is historic in nature and should not be relied upon.
The Santa Lucia Copper Gold Silver Project covers 8,800 hectares and historic field sampling by Adrian Resources in 1998 returned anomalous values of gold, silver, and copper.
In addition to the Molejón and Santa Lucia projects, BSM has signed a letter of intent with the Republic of Panama, including the concessions known as Palmilla Copper Gold Project (“Palmilla“). Palmilla has a historic NI-43-101 resource with 27,020,000 tonnes of Measured and Indicated Resources, containing 143,900,000 pounds of copper (“Cu“) and 509,400 ounces of gold (“Au“); and 11,060,000 tonnes of Inferred Resources containing 54,600,000 pounds of Cu and 144,000 ounces of Au (Source – NI 43-101 Palmilla Deposit Resource Update Rio Belencillo Zone 1 Concession Colon Province, Panama Oct 29, 2013. Prepared by SGS Canada Inc. Pages 3, 77. This resource is not NI 43-101 compliant, is historic in nature, and should not be relied upon). The concessions covering the Palmilla deposit are not currently held by the Company, however under specific conditions and deliverables, these additional concessions are available for Broadway to purchase.
The terms of the LOI require Rossiter shareholders to approve a change of name, a share consolidation of one new share for three existing shares, and for Rossiter to have a positive working capital position. BSM is required to provide audited financial statements, prospectus-level disclosure, and a listing statement.
Concurrent with the LOI, BSM is the process of completing a US$10 million convertible debenture financing (the “Convertible“). Under the terms of the Convertible, BSM will pay a 15% coupon over a 36-month term, or the investor can convert into BSM post listing shares at a 30% discount to share price at the time of conversion. There is an 8% finder’s fee payable on the Convertible. BSM has already received over US$5 million in commitments for the Convertible.
In addition to the Convertible, BSM is in discussions with institutional grade investors to provide US$200 to US$300 million in project financing should BSM decide to proceed with re-starting the Molejón Mine; to fund drilling to expand the deposit; or, to carry out regional exploration to identify new discoveries – all three of which would add significantly to shareholder value.
Broadway anticipates approximately 36 million proforma common shares issued and outstanding with a total of 5.4 million outstanding common share purchase warrants, which would provide an additional $11.3 million, if fully exercised.
The Board of Directors of Broadway is projected to include Duane Parnham, Manuel Nuñez, Carlos Lucas Pulido, James Macintosh, and Stephen Coates. The management team will consist of Mr. Parnham, Executive Chairman and CEO, and Carlos Lucas Pulido, Country Manager.
Both Mr. Parnham and Rodrigo Diaz will be deemed Insiders by virtue of ownership positions in Broadway. Insiders, including management, will own roughly 40% of Broadway and expects Insiders and management to agree to voluntary escrow terms.
Mr. Parnham has a record of success in corporate development, regulatory compliance with publicly listed companies, geological and environmental consulting and corporate finance services to the hydrocarbon and mining industries. Mr. Nuñez is a practising attorney and Professor of Banking Law, Universal Trials, and Agricultural and Mining Law at the Latin American University of Science and Technology. Mr. Pulido has a great amount of experience advising private companies in the execution of contracts with the government of Panama. Mr. Macintosh has over 37 years of experience in the mining industry, as a mining analyst and various executive / directorial positions with both public and private companies. Earlier in his career, Mr. Macintosh was VP, Corporate Development for a company with several Central American gold projects. Mr. Coates has extensive international experience in the small-cap and natural resources sectors and has advised numerous companies in financial structuring, business development, communications, and market finance.
Broadway will be represented by Corporate Counsel Professional Corporation, a North American corporate and securities law firm, that has significant experience taking companies public.
Qualified Person
Bruce Durham, P.Geo., is a Qualified Person (“QP”), as that term is defined by Canadian regulatory guidelines under NI 43-101 and has read and approved the technical information contained in this press release. Readers are reminded that results and other technical information related to the Molejón, Santa Lucia and Palmilla Projects in this release are historic in nature and should not be relied upon as the QP is unable to verify the information contained in the historic report referenced given the work was completed by a prior operator.
About Broadway Strategic Metals
Broadway Strategic Metals is a privately-owned mining company managed by industry veterans with over 30 years of experience advising governments of over 15 countries on resource exploration & development, risk management, sustainability, technology, job creation, financing, mining, and education. Broadway’s consortium of international mining executives, legal experts, community partners, and finance specialists bring insight and a holistic understanding of the socio-economic legacy issues effecting mine development.
For more information, contact:
Rossiter Mining Corp.: (+1) 647-493-9910
Iryna Zheliasko, Investor Relations, at rossiter@grovecorp.ca
or
Broadway Strategic Metals: (+1) 416-574-1007
Jason Bagg, Manager Public Relations, at jason@broadwaymetals.net
On Behalf of their Boards of Directors,
Stephen Coates, President
Rossiter Mining Corp.
Duane Parnham, Executive Chairman and CEO
Broadway Strategic Metals
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the companies. Forward-looking information is based on certain key expectations and assumptions made by the management of the companies. Although the companies believe that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information because the companies can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The companies disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
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