Partner Acquisition Announcement

RNS Number : 7292P

Cloudbreak Discovery PLC

21 October 2021

 

21 October 2021

Cloudbreak Discovery Plc

("Cloudbreak" or the "Company")

1315843 B.C. Ltd. to be acquired by Power Group Projects Corp.

Cloudbreak Discovery Plc (LSE: CDL), a natural r esource project generator, is pleased to announce that Power Group Projects Corp ("PGP") (TSX-V: PGP) has signed a Letter of Intent ("LOI") with 1315843 B.C. Ltd. ("BCCo."), Cloudbreak's exploration partner on the Atlin West Project (the "Project"), to acquire all of the outstanding share capital of BCCo. (the "Transaction").

Highlights:

· Upon closing the Transaction, PGP will assume all obligations of BCCo.'s option agreement with Cloudbreak, the terms of which Cloudbreak has agreed to modify to assist with the completion of the transaction

· Cloudbreak has agreed to amend the terms announced on August 19^th 2021 as follows:

o  Over a three-year period, in order to acquire 75% undivided interest in the Project, PGP will:

§ issue 3,000,000 common shares on completion of the transaction

§ make aggregate payments of CAD $325,000 in cash

§ complete an aggregate of CAD $700,000 of exploration

o  Upon completion of the option obligations agreed between Cloudbreak and BCCo. the parties will enter into a joint venture within 30 days to fund exploration on the Project on a pro rata basis. If either party's interest should fall below 10% it will automatically convert into a 2% net smelter royalty.  The continuing Party will have an option to acquire 50% of the net smelter royalty for CAD $1,500,000.

· Cloudbreak has acquired by way of private placement an additional allotment of 2,350,000 shares at CAD $0.001 of BCCo.

Kyler Hardy, CEO of Cloudbreak Discovery, commented, "We are pleased to see the management of 1315843 B.C. Ltd. entering into this agreement with Power Group Projects Corp. Having the resulting issuer listed on the TSX-V will greatly aid in securing additional capital for the advancement of the projects and we believe the management of PGP will be exceptional partners to have on this asset."

About the proposed Transaction between BCCo. And PGP

The proposed Transaction will have PGP acquiring all of the outstanding share capital of BCCo. By issuing 24,000,000 common shares to the shareholders of BCCo., making a refundable cash payment in the amount of CAD $50,000 on signing this LOI which is to be released upon signing a definitive agreement and an additional CAD $50,000 cash payment upon closing of the proposed transaction.  Upon closing the Transaction PGP will assume all obligations of BCCo.'s option agreement with Cloudbreak.

PGP and BCCo. will have a 30-day due diligence period which can be extended for an additional 30 days upon agreement of both parties. Closing of the Transaction is subject to customary closing conditions including approval of the TSX Venture Exchange.

- Ends -

For additional information please contact:

Cloudbreak Discovery PLC	Tel: [phone]
	Kyler Hardy, CEO	[e-mail]
	Henrik Mikkelsen, VP Corporate Development	[e-mail]
Novum Securities Financial Adviser and Broker	Tel: [phone]
	David Coffman / Lucy Bowden Colin Rowbury
Blytheweigh (Financial PR/IR-London)	Tel: [phone]	[e-mail]
	Tim Blythe
	Megan Ray
Stellium Services (Investor Relations)	Tel: [phone]	[e-mail]
www.StelliumServices.com	Andrew Wilson
	Claire Bowden

Qualified Person

Mr. Rory Kutluoglu P. Geo., Chief Operating Officer of the Company, is the Qualified Person ("QP") under NI 43-101 for the technical information in this news release, has verified the data disclosed and approves the technical contents contained in this news release.

About Cloudbreak

Cloudbreak Discovery PLC is a leading natural resource project generator, working across a wide array of mineral assets that are being developed and managed by an experienced team with a proven track record. Value accretion within the projects being developed by Cloudbreak's generative model enables a multi asset approach to investing. Diversification within the mining sector and amongst resource classes is key to withstanding the cycles of natural resource investing. 

About the Atlin West Project

The Atlin West Project is underlain by undivided sedimentary and volcanic rocks of the Cache Creek Complex, which have been subsequently intruded by late Cretaceous felsic volcanic and intrusive rocks.  The area is bounded by the Nahlin fault and cross-cut by east-west and northwest trending faults.

These structures are known to be associated with base and precious metals in the region, specifically the The Engineer and Yellowjacket Mines. Mineralisation on the property includes the Dundee/Table Mountain showing, which is comprised of northeast trending veins with galena and chalcopyrite, assaying 2.58 ounces per tonnes of silver, 26% lead and 13.9% copper in 1967. Limited work has been reported on the property and additional exposures are, as yet, untested as glacial recession has progressed in the past several decades since this work was last conducted.

Details and characteristics to hone exploration can be inferred from known mineralization in the regional analogues.

The Engineer Mine was in production in the 1920's and 1930's, and produced in excess of 18,000 ounces of gold and 9,000 ounces of silver. Production was at realised grades exceeding 39 grammes per tonne of gold and 20 grammes per tonne of silver. A mineral resource estimate published in 2018 stated the Engineer Mine contains an inferred resource of 41,000 tonnes grading 19.0 grammes per tonne of gold, using a five gramme per tonne cut-off grade, which equated to 25,000 ounces of gold.

At the Yellowjacket Mine, an historic estimate stated 133,000 tonnes at 5.8 grammes per tonne of gold, totalling 24,000 ounces of gold at a 1.5 gramme per tonne of gold cut-off (Price, B.J. and Dandy, L., 2009; Technical Report on the Yellowjacket Gold Project; 43-101 Report). The 2009 Yellowjacket Inferred resource estimate was done for a previous operator according to NI 43-101 standards at that time. A qualified person has not done sufficient work to classify the historical estimate as a current mineral resource and neither the current owner, nor the Company is treating the historical estimate as a current mineral resource.

 

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