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  • January 3, 2021

Tempus Resources Ltd – Joint Venture Agreement – Mineral Creek Gold Project

Perth, Australia–(Newsfile Corp. – January 3, 2021) – Tempus Resources Ltd (ASX: TMR) (TSXV: TMRR) (“Tempus”) is pleased to announce that it has executed a Property Option/Joint Venture agreement with respect to the Company’s Mineral Creek Gold Project, located in British Columbia, Canada.

The key terms of the agreement, with Canadian company Robinhood Gold Corp (“RGC”) are:

  • RGC to earn an initial 75% interest in the Mineral Creek Gold Property by completing the following work commitment and consideration payments:
    • Complete minimum expenditure on the Property of C$100,000 by December 31, 2021;
    • Complete total cumulative property expenditures of C$500,000 by December 31, 2022; and,
    • Complete total cumulative property expenditures of C$2,000,000 by December 31, 2023.
    • If RGC completes and initial Public Offering (IPO) then RGC will pay Tempus C$100,000 in fully paid common shares of RGC at the IPO issue price; OR
    • If RGC does not complete an IPO but becomes listed on any stock exchange via any transaction then RGC will pay Tempus $30,000 of fully paid common shares of RGC at a price equivalent the valuation implied by a concurrent equity raise or as agreed between the parties.
  • Tempus retains a 1% Net Smelter Royalty on the Mineral Creek Property.
  • RGC will be the operator of the Mineral Creek Property and will be responsible for all costs associated with maintaining the mineral claims in good standing, with Tempus having no obligation to contribute to project expenditures during the term of the Option/Joint Venture Agreement.
  • Following completion of the Option, the parties will establish a joint venture and contribute to project expenditures on an equity basis (after C$2,000,000 minimum expenditure by RGC).
  • RGC has the right to acquire an additional 5% of the Mineral Creek Property by paying Tempus C$1,000,000 at any time during the Option/Joint Venture Agreement period.
  • Agreement is subject to a 30 day due diligence period and is subject to ASX and/or TSX.V exchange approval as required.

Managing Director, Brendan Borg commented: “The Mineral Creek Gold Project was acquired along with our flagship Blackdome-Elizabeth Gold Project in late 2019. We welcome this opportunity to unlock value from the Project through this transaction with Robinhood, and look forward to seeing the story develop as exploration proceeds.”

About the Mineral Creek Gold Project

The Mineral Creek Gold Property is located on Vancouver Island, British Columbia, approximately 10 kilometres east of the town of Port Alberni (Figure 1), and was acquired by Tempus together with the Blackdome-Elizabeth Gold Project last year. The Property consists of 42 contiguous mineral claims totalling 9,877.29 hectares. All 42 mineral claims are owned 100% by Tempus subsidiary Sona Resources, and have no underlying royalties. The Property is readily accessible by an extensive network of all-season logging roads.

Mineral Creek has a long history of gold mining, dating back to the late 1800’s where placer gold was mined from Mineral Creek and China Creek, and from several adits along the Mineral Creek Fault Zone, where gold was mined from high-grade gold-quartz veins.

Results from the most recent diamond drilling programs (2005-2010) include:

  • 7.20 m @ 159.03 g/t gold, from 63.80 m (BTT-L54), Including 4.50 m @ 253.6 g/t gold from 64.30 m
  • 1.65 m @ 215.55 g/t gold, from 26.00 m (BTT-L58)
  • 4.40 m @ 75.25 g/t gold, from 75.05 m (MC2009-E57)
  • 0.80 m @ 244.00 g/t gold, from 42.10 m (BTT-1053)
  • 5.30 m @ 34.12 g/t gold, from 71.50 m (BTT-1058)
  • 1.10 m @ 152.66 g/t gold, from 21.30 m (BTT-L14)
  • 2.70 m @ 45.48 g/t gold, from 13.50 m (BTT-L3)
  • 0.90 m @ 130.97 g/t gold, from 14.60 m (BTT-L43)
  • 1.80 m @ 61.57 g/t gold, from 24.50 m (BTT-L56)
  • 2.95 m @ 26.30 g/t gold, from 31.40 m and
    1.65 m @ 15.34 g/t gold    , from 82.45 m (MC2009-E53)
  • 1.00 m @ 74.50 g/t gold, from 82.40 m (BTT-1059)
  • 5.30 m @ 13.08 g/t gold, from 92.00 m (MC2009-E39)
  • 2.30 m @ 29.18 g/t gold, from 87.90 m (MC2009-E60)
  • 2.70 m @ 22.66 g/t gold, from 15.40 m (BTT-L10)
  • 3.60 m @ 14.33 g/t gold, from 98.80 m (MC2009-E06)
  • 0.90 m @ 54.77 g/t gold, from 38.90 m (BTT-L17)
  • 0.70 m @ 71.51 g/t gold, from 14.80 m (BTT-L2)
  • 7.05 m @ 5.82 g/t gold, from 54.25 m (BTT-1052)
  • 2.80 m @ 14.44 g/t gold, from 38.40 m (BTT-L25)
  • 1.40 m @ 20.05 g/t gold, from 72.90 m (BTT-1052)

For further information on the historical work at Mineral Creek, refer to the ASX announcement of 20 April, 2020.

Figure 1 – Mineral Creek Property Prospect Map

To view an enhanced version of Figure 1, please visit:
https://orders.newsfilecorp.com/files/7585/71276_3b67f713849a49f3_001full.jpg

This announcement has been authorised by the Board of Directors of Tempus Resources Limited.

For further information:

TEMPUS RESOURCES LTD

Melanie Ross – Director/Company Secretary Phone: +61 8 6188 8181

Competent Persons Statement

Information in this report relating to Exploration Results is based on information reviewed by Mr. Kevin Piepgrass, who is a Member of the Association of Professional Engineers and Geoscientists of the province of BC (APEGBC), which is a recognised Professional Organisation (RPO), and an employee of Tempus Resources. Mr. Piepgrass has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 Edition of the Australasian Code for reporting of Exploration Results, Mineral Resources and Ore Reserves, and as a Qualified Person for the purposes of NI43-101. Mr. Piepgrass consents to the inclusion of the data in the form and context in which it appears.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable ‎Canadian securities ‎legislation. Such forward-looking ‎information and forward-looking statements are not ‎representative of historical facts or information or current ‎condition, but instead represent only the ‎Company’s beliefs regarding future events, plans or objectives, many of ‎which, by their nature, are ‎inherently uncertain and outside of Tempus’s control. Generally, such forward-looking ‎information or ‎forward-looking statements can be identified by the use of forward-looking terminology such as ‎‎”plans”, ‎‎”expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, ‎‎‎”anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may ‎contain ‎statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be ‎taken”, “will continue”, ‎‎”will occur” or “will be achieved”. The forward-looking information and forward-‎looking statements contained herein ‎may include, but are not limited to, the successful completion of the 30 day due diligence period relating to the agreement ‎, the ability of Tempus to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎ Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Tempus to control or predict, that may cause Tempus’ actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions ‎underlying the ‎forward-looking information or statements prove incorrect, actual results may vary ‎materially from those described ‎herein as intended, planned, anticipated, believed, estimated or ‎expected.‎ Although Tempus believes that the assumptions and factors used in preparing, and the expectations ‎contained ‎in, the forward-looking information and statements are reasonable, undue reliance should not ‎be placed on such ‎information and statements, and no assurance or guarantee can be given that such ‎forward-looking information and ‎statements will prove to be accurate, as actual results and future events ‎could differ materially from those anticipated ‎in such information and statements. The forward-looking ‎information and forward-looking statements contained in this ‎press release are made as of the date of ‎this press release, and Tempus does not undertake to update any ‎forward-looking information ‎and/or forward-looking statements that are contained or referenced herein, except in ‎accordance with ‎applicable securities laws. All subsequent written and oral forward-looking information and ‎statements ‎attributable to Tempus or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

Neither the TSX Venture Exchange nor its Regulation Service 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/71276

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Disclaimer

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

Tempus Resources Ltd (ACN 625 645 338) (Company) has lodged a prospectus dated 4 August 2022 (Prospectus) with the Australian Securities and Investments Commission (ASIC) in respect of a pro-rata non-renounceable entitlement issue of 1 Share for every 2 Shares held by those Shareholders registered at the Record Date at an issue price of $0.05 per Share together with 1 free New Option for every Share applied for and issued to raise up to $3,898,286 (based on the number of Shares on issue as at the date of the Prospectus) (Offer).

The Prospectus also contains the following offers:

(a) an offer of 20,338,885 Options available to sophisticated and professional investors who participated in the placement announced by the Company on 27 July 2022 (Placement) on the basis of one (1) free attaching Option for every Share subscribed for under the Placement (Placement Options Offer); and

(b) an offer of 16,000,000 Options available to Peloton Capital Pty Ltd (ACN 149 540 018) (AFSL:406040) and Aesir Corporate Pty Ltd (ACN 615 591 976) a Corporate Authorised Representative (AR: 001269084) for Urd Services Pty Ltd (AFSL:511904) (or their nominees) in consideration for their services as joint lead managers to the Placement and the Offer (Lead Manager Options Offer), (together, the Offers).

The Company has specified a target market (Target Market) for investors under the Offers, which is set out in the target market determination available at (TMD). The Prospectus can only be accessed by investors in the TMD.

The Prospectus and TMD are an important document which should be read in its entirety. If, after reading the Prospectus you have questions about the Offers, TMD or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on + 61 8 6188 8181 during office hours or by emailing the Company at info@tempusresources.com.au. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

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Anyone who wants to take up their entitlement and apply for shortfall securities beyond their entitlement will need to carefully consider the TMD and Prospectus and complete the personalised Entitlement and Acceptance attached to or accompanied by the Prospectus (Acceptance Form) or pay the applications monies in accordance with the details set out in the Prospectus and Acceptance Form. The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an Acceptance Form unless it is attached to or accompanied by a complete and unaltered version of a prospectus.

The Company reserves the right not to accept Acceptance Form or payment of application monies from a person if it has reason to believe that when that person was given access to the electronic Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an Acceptance Form is not completed correctly, or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Acceptance Form to be valid. The Company’s decision to treat an acceptance as valid, and how to construe, amend or complete the Acceptance Form, will be final.

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Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Offer is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia and New Zealand only. If you are accessing this website from anywhere outside Australia or New Zealand, please do not download the electronic version of the Prospectus.

The Prospectus does not constitute an offer, or invitation to apply for, of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or to make the offer or invitation. It is the responsibility of any applicant outside Australia or New Zealand to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the number of overseas shareholders, the number and value of securities those shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the offer pursuant to the Prospectus is only being extended and securities will only be issued to shareholders with a registered address in Australia or New Zealand.

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    or
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  • You will not pass onto any other person the Acceptance Form unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus and the TMD.
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