Jasper Mining Pronounces Recapitalization Transaction Together with New Administration Group, Company Technique, Financing and Altering of Title to Tuktu Assets Ltd.


CALGARY, AB, June 20, 2022 /CNW/ – Jasper Mining Company (“Jasper” or the “Company”) (NEX: JSP.H) is happy to announce that it has entered right into a definitive reorganization and funding settlement (the “Recapitalization Settlement”) with Tim de Freitas, Kent Busby, Greg Feltham and Mark Smith which gives for: (i) a non-brokered non-public placement of models of Jasper (the “Models”) for minimal gross proceeds of $2.0 million (the “Non-Brokered Non-public Placement”); (ii) an inexpensive industrial efforts brokered non-public placement of Models led by Stifel Nicolaus Canada Inc. (“Stifel FirstEnergy”) as agent, for gross proceeds of between $1.8 million and $5.5 million (the “Brokered Non-public Placement” and along with the Non-Brokered Non-public Placement, the “Non-public Placements”); (iii) the conversion of $240,000 of debt of Jasper into widespread shares (“Frequent Shares”) of Jasper at a deemed value of $0.09 per Frequent Share (the “Conversion of Debt”); and (iv) the appointment of a brand new administration staff (the “New Administration Group”) and the reconstitution of the board of administrators of Jasper (the “New Jasper Board”) (collectively, the “Transaction”). Following completion of the Transaction, it’s anticipated that the title of the Company can be modified to “Tuktu Assets Ltd.”, topic to receiving the mandatory shareholder approvals and approval of the TSX Enterprise Alternate (the “TSXV”).

The New Administration Group can be led by Tim de Freitas as President and Chief Government Officer, Kent Busby as Vice President, Manufacturing, Greg Feltham as Vice President, Exploration, and Mark Smith as Vice President, Finance and Chief Monetary Officer. Upon completion of the Transaction, Jasper has agreed that the board of administrators can be reconstituted and shall initially encompass Robert Dales, Gordon Dixon, Tim de Freitas, and William Guinan. It’s anticipated that extra administrators can be appointed on the subsequent shareholder assembly of the Company. Bronwyn Inkster, a accomplice with Burnet, Duckworth & Palmer LLP, can be appointed because the Company Secretary.

As well as, Jasper has utilized to graduate to the TSXV from the NEX (the “Commencement”) and the completion of the Transaction is conditional upon the Commencement.

The New Administration Group

The New Administration Group has a profitable historical past of operations inside and out of doors Canada developed over a number of a long time, having initiated a number of profitable non-public and publicly traded firms with a deal with structured standard oil and pure gasoline performs. The New Administration Group believes this subsector of the power trade is underdeveloped as a result of distinctive skillset required in structural geology and an understanding in naturally fractured reservoirs. The New Administration Group has collectively accomplished greater than 15 small and enormous acquisitions in western Canada and elsewhere all through their careers, whereas decreasing unit working prices and rising revenue margins throughout all kinds of standard asset performs.

Tim De Freitas, PhD

President & CEO and Director

25+ years expertise, together with the founding of 5 earlier oil and gasoline firms with
belongings each in Canada and globally. Direct expertise in management roles with Talisman
Power Inc. (“Talisman”), Manitok Power Inc. (“Manitok”), Ikkuma Assets Corp.
(“Ikkuma”) and Pieridae Power Restricted (“Pieridae”), along with a breadth of expertise
at British Gasoline plc, Nexen Inc., and ExxonMobil Canada Ltd. prior thereto.

Kent Busby

VP, Manufacturing

30+ years expertise in central Alberta, targeted in each development and oilfield
operations, together with the administration of >200 subject staff. Member of varied
technical/operations groups for 10+ years, with subject roles at Pieridae, Ikkuma, and
Manitok, inclusive of managing three giant deep reduce gasoline crops and merging Shell plc’s subject
operations into Pieridae.

Greg Feltham, MSc

VP, Exploration

20+ years expertise in structural exploration and improvement, specializing in fractured
reservoirs. Prior expertise inside the authentic Talisman Foothills staff, together with being
concerned in numerous acquisitions and drilling of >50 horizontal Foothills wells in
western Canada.

Mark Smith, CPA

VP, Finance & CFO

Chartered Skilled Accountant with 18+ years’ expertise in oil and gasoline firms.
Prior expertise in CFO roles together with the start-up and administration of E&P, midstream,
and royalty firms each domestically and internationally.

Bronwyn Inkster

Company Secretary

Ms. Inkster is a accomplice at Burnet, Duckworth & Palmer LLP, with important expertise in
company finance and capital markets. Ms. Inkster holds a Bachelor of Legal guidelines from the
College of Auckland and was admitted to the Alberta Bar in 2010.

Board of Administrators

Along with Tim de Freitas, the reconstituted New Jasper Board is anticipated to encompass the next members and can convey collectively people with a robust observe file and who’ve important expertise within the oil and gasoline trade and in company finance, capital markets and environmental, social and governance issues.

Robert Dales


President of Valhalla Ventures Inc., a personal funding company since January 1999.
Mr. Dales has over 25 years of public issuer expertise, each as an officer and a director,
together with serving because the Lead Director of Kelt Exploration Ltd. from inception to 2021. Mr.
Dales acquired a Bachelor of Commerce from the College of Calgary and a Grasp of
Enterprise Administration diploma from the College of Alberta.

Gordon Dixon, Q.C.


Gordon F. Dixon, Q.C. is in non-public authorized follow at Dixon Legislation in Calgary, Alberta. He
obtained a Bachelor of Arts from the College of Calgary in 1965 and a Bachelor of Legal guidelines
from the College of Alberta in Edmonton in 1968. He was appointed a Queen’s Counsel
in 1992. From 1969 to 1994 he practiced legislation with the Macleod Dixon legislation agency in Calgary
as a accomplice. He has been a director or an officer of a number of different publicly traded
firms, which had been largely concerned within the oil and gasoline enterprise in Western Canada.
Mr. Dixon owns and operates Calaway Park, Western Canada’s largest amusement park.

William Guinan


William C. (Invoice) Guinan practiced legislation primarily as a Accomplice at Borden Ladner Gervais LLP
from 1982 till 2021. He has intensive expertise with company governance and
company finance issues in addition to with mergers and acquisitions transactions. Mr.
Guinan has served as director and as company secretary for quite a few private and non-private
firms during the last 30 years. He holds a Bachelor of Enterprise Administration from
Acadia College (1977) and an MBA and LLB from Dalhousie College (1982).

Company Technique

The New Administration Group intends to pursue the acquisition of oil and pure gasoline producing belongings inside the structured standard performs which have confirmed profitable all through their careers. These belongings are usually characterised by having a steady manufacturing base, low manufacturing decline fee, intensive processing and transportation infrastructure, engaging netbacks, a mixture of dry pure gasoline, oil, and pure gasoline liquids and a big stock of low danger drillable prospects. The New Administration Group believes that as a result of exodus of operators from these standard performs into unconventional performs, such because the Montney, earlier operators have left underexploited reservoirs and under-utilized infrastructure offering a bonus and price financial savings for a junior development firm. Acquisition costs for producing belongings and undeveloped land are sometimes decrease than the extra aggressive sectors of the Deep Basin.

The Foothills area of western Alberta and japanese British Columbia represents an space the place standard reservoirs are nonetheless widespread. Such reservoirs can yield better per-well volumes than useful resource performs that require using multi-stage hydraulic fracturing (“MSHF”) and important water quantity. These standard reservoirs usually don’t require MSHF given the presence of great pure fracture programs, which creates enhanced permeability and better useful resource deliverability. This mixture of decrease prices and better productiveness can result in superior nicely economics and decrease environmental affect as in comparison with useful resource play improvement. As well as, the performs beneath improvement within the Deep Basin, such because the Montney formation, are additionally current inside the Foothills the place they comprise a excessive diploma of pure fractures. The New Administration Group plans to judge the useful resource potential of those performs for future improvement.

Jasper Mining Property

Jasper was included beneath the Enterprise Firms Act (Alberta) in 1994 and commenced operations in 1996. Since that point, Jasper has invested considerably in base and valuable metals exploration in British Columbia. Over greater than a decade of labor, these belongings have been consolidated and the New Administration Group believes they now comprise a beneficial suite of base and valuable steel claims, with low reclamation legal responsibility.

The Jasper claims are underlain by extremely structured mineralized zones, and big sulphides (Cu, Zn, Mo, Ag, Au, W, Co, Ni) happen in shear zones and fractures units, or as alternative textures associated to sedimentary exhalative processes. The geology of those deposits is nicely aligned with the structural focus of the New Administration Group. The New Administration Group intends to construct predictive ore depositional fashions for such belongings whereas persevering with to judge the mining belongings’ strategic worth to the Company.

Non-public Placements

Pursuant to the Non-Brokered Non-public Placement, the New Administration Group and the New Jasper Board, along with different subscribers recognized by the New Administration Group, will subscribe for not lower than an combination of twenty-two,222,223 Models at a value of $0.09 per Unit for whole gross proceeds of not lower than $2,000,000. Every Unit can be comprised of 1 Frequent Share and one Frequent Share buy warrant (a “Warrant”). Every Warrant will entitle its holder to amass one Frequent Share at an train value of $0.11 previous to the date that’s 4 years from the date of the issuance of the Warrants. The Warrants will vest and grow to be exercisable as to one-third upon the 20-day quantity weighted common buying and selling value of the Frequent Shares on the TSXV (the “Market Worth”) equalling or exceeding $0.13 per Frequent Share, a further one-third upon the Market Worth equalling or exceeding $0.155 per Frequent Share and the ultimate one-third upon the Market Worth equalling or exceeding $0.18 per Frequent Share.

Along with the Non-Brokered Non-public Placement, Stifel FirstEnergy has agreed to behave as agent in respect of the Brokered Non-public Placement for between 20,000,000  and 61,111,111 Models and gross proceeds of between $1,800,000 and $5,500,000, in every case excluding subscribers recognized by the New Administration Group (the “President’s Checklist”), on the identical phrases because the Non-Brokered Non-public Placement. Stifel FirstEnergy can be entitled to obtain a money fee equal to six.0% of the gross proceeds from the Brokered Non-public Placement, apart from that portion of the gross proceeds which is subscribed for by the President’s Checklist Subscribers which shall not exceed $1,500,000, which can be topic to a 3.0% money fee.

The online proceeds from the Non-public Placements will initially be used to extend Jasper’s working capital place, for basic company functions, for future oil and gasoline and/or mining acquisitions, ore modelling of Jasper’s present mining belongings, improvement and greenfield drilling alternatives.

The Frequent Shares and Warrants issued in reference to the Non-public Placements, and the Frequent Shares issuable on train of the Warrants, can be topic to a Canadian statutory maintain interval of 4 months plus someday from the closing of the Non-public Placements in accordance with relevant securities laws.

Jasper Choices

In reference to the Transaction, the resigning officers and administrators of Jasper, who maintain choices to buy Frequent Shares (“Choices”) will enter into Possibility train and cancellation agreements, pursuant to which, such holders will comply with train or give up for cancellation their excellent Choices.

The resignation of the non-continuing members of Jasper’s board of administrators and administration staff and the appointment of the New Administration Group and new members of the New Jasper Board and the Conversion of Debt will happen concurrently with closing of the Transaction.

Board Suggestion

The board of administrators of Jasper has unanimously, aside from Mr. Tim de Freitas and Mr. Gordon Dixon who kept away from voting as a result of their involvement within the Transaction, decided that the transactions contemplated by the Recapitalization Settlement are in the perfect pursuits of Jasper and authorized such transactions.

Securities Legislation and TSXV Issues

Completion of the Transaction, together with the Non-public Placements and the Conversion of Debt, is topic to the satisfaction of sure circumstances and approvals, together with, however not restricted to, the approval of the TSXV.

Sure insiders of Jasper, together with Tim de Freitas who can also be a part of the New Administration Group, intend to subscribe for as much as 6,666,667 Models. As well as, a director of Jasper has instantly and not directly loaned roughly $240,000 to Jasper, which debt can be settled by way of the issuance of Frequent Shares pursuant to the Conversion of Debt. The participation of such insiders within the Non-public Placements and the Conversion of Debt constitutes “associated social gathering transactions” as outlined in Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101″). Jasper intends to depend on the exemptions from the formal valuation and minority shareholder approval necessities of MI 61-101 beneath sections 5.5(a), 5.5(b), 5.5(c), 5.7(1)(a) and 5.7(1)(b) of MI 61-101 because the Frequent Shares are listed on the TSXV and neither the honest market worth (as decided beneath MI 61-101) of the subject material of, nor the honest market worth of the consideration for, the entire greenback quantity of the Non-public Placements, insofar as it could contain ” events” (as outlined beneath MI 61-101), and the Conversion of Debt, exceeds the relevant thresholds for the exemptions being utilized for such transactions.

The Recapitalization Settlement

The Recapitalization Settlement accommodates numerous customary representations, warranties and circumstances. The whole Recapitalization Settlement can be accessible on Jasper’s SEDAR profile at www.sedar.com.

About Jasper

Jasper is an Alberta company. Its Frequent Shares are listed on the NEX beneath the buying and selling image “JSP.H”. For added details about Jasper please contact:

Jasper Mining Company
501, 888 – 4th Avenue SW
Calgary, Alberta T2P 0V2
Consideration: Tim de Freitas, Director
Telephone quantity: (403) 478-0141

Cautionary Be aware Concerning Ahead-Trying Statements

Sure info contained herein could represent forward-looking statements and data (collectively, “forward-looking statements”) inside the that means of relevant securities laws that contain recognized and unknown dangers, assumptions, uncertainties and different elements. Ahead-looking statements could also be recognized by phrases like “anticipates”, “estimates”, “expects”, “signifies”, “intends”, “could”, “may”, “ought to”, “would”, “plans”, “proposed”, “potential”, “will”, and related expressions. Ahead-looking statements on this information launch embody: the composition of the New Administration Group and the New Jasper Board; the expectation that the Non-public Placements can be accomplished in accordance with their phrases; the expectation that the Company will change its title; the expectation that extra members can be appointed to the New Jasper Board; Jasper’s company technique together with the intention to pursue the acquisition of oil and pure gasoline producing belongings in structured standard performs and the supply of underexploited reservoirs and underutilized infrastructure offering a bonus and price financial savings for a junior development firm; traits of the Foothills area and plans to judge the useful resource potential of sure performs within the Foothills for future improvement; the intention to construct predictive ore depositional fashions for Jasper’s belongings whereas persevering with to judge the mining belongings’ strategic worth to the Company; anticipated subscription quantities, pricing and phrases beneath the Non-public Placements; the intention to finish the Conversion of Debt and the timing thereof; the anticipated vesting phrases of the Warrants; the deliberate use of the web proceeds of the Non-public Placements; Jasper’s intention to acquire TSXV approval for the Non-public Placements and Conversion of Debt; and different related statements. Such statements mirror the present views of the Company with respect to future occasions and are topic to sure dangers, uncertainties and assumptions that would trigger outcomes to vary materially from these expressed within the forward-looking statements.

Components that would trigger precise outcomes to differ from forward-looking statements or could have an effect on the operations, efficiency, improvement and outcomes of the Company’s companies embody, amongst different issues:  dangers and assumptions related to operations; the approval of the Transaction by the TSXV; dangers inherent within the Company’s future operations; will increase in upkeep, working or financing prices; the supply and value of labour, tools and supplies; aggressive elements, together with competitors from third events within the areas during which the New Administration Group intends to function, pricing pressures and provide and demand within the oil and gasoline trade; fluctuations in foreign money and rates of interest; inflation; dangers of struggle, hostilities, civil revolt, pandemics (together with COVID-19), instability and political and financial circumstances in or affecting international locations during which the New Administration Group intends to function (together with the continued Russian-Ukrainian battle); extreme climate circumstances and dangers associated to local weather change; terrorist threats; dangers related to expertise; adjustments in legal guidelines and rules, together with environmental, regulatory and taxation legal guidelines, and the interpretation of such adjustments to the Company’s future enterprise; availability of satisfactory ranges of insurance coverage; problem in acquiring needed regulatory approvals and the upkeep of such approvals; basic financial and enterprise circumstances and markets; and such different related dangers and uncertainties. The affect of anybody assumption, danger, uncertainty or different issue on a forward-looking assertion can’t be decided with certainty, as these are interdependent and the Company’s future plan of action relies on the evaluation of all info obtainable on the related time.

With respect to forward-looking statements contained on this information launch, the Company has made assumptions relating to, amongst different issues: that earlier operators have left underexploited reservoirs and under-utilized infrastructure offering a bonus and price financial savings for a junior development firm; that acquisition costs for producing belongings in structured standard performs and undeveloped land are sometimes considerably decrease than the extra aggressive sectors of the Deep Basin commodity costs; that reservoirs within the Foothills can yield better per-well volumes than useful resource performs that require using MSHF; the COVID-19 pandemic and the period and affect thereof; future change and rates of interest; provide of and demand for commodities; inflation; the supply of capital on passable phrases; the supply and value of labour and supplies; the affect of accelerating competitors; circumstances generally financial and monetary markets; entry to capital; the receipt and timing of regulatory and different required approvals; the power of the New Administration Group to implement its enterprise methods; the continuance of present and proposed tax regimes; and results of regulation by governmental companies.

The forward-looking statements contained on this information launch are made as of the date hereof and the events don’t undertake any obligation to replace or revise any forward-looking statements or info, whether or not on account of new info, future occasions or in any other case, except so required by relevant securities legal guidelines.

Neither the TSXV nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts accountability for the adequacy or accuracy of this information launch.

SOURCE Jasper Mining Company



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