Corcel Exploration Inc. has entered into a share exchange agreement dated Dec. 19, 2024, with CuQuest Resources Corp. and the shareholders of CuQuest, pursuant to which the company will acquire 100 per cent of the issued and outstanding shares of CuQuest. CuQuest holds the right to acquire a 100-per-cent interest in the Yuma King property, located in La Paz county, Arizona.
The Yuma King property
The Yuma King property is located in the Ellsworth mining district, a well-established camp 150 kilometres northwest of Phoenix, with robust infrastructure and approximately 70 registered historical mines and deposits. It comprises 515 unpatented mining claims administered by the Bureau of Land Management (BLM) and includes the past-producing Yuma mine, where underground mining between 1940 and 1963 extracted copper, lead, gold and silver.
Historical mining and exploration activities have been focused on skarn and replacement copper-gold mineralization encountered at the historical mine, however, more recent work has indicated the potential presence of a buried copper-molybdenum-gold porphyry system. This significant exploration opportunity has been conceptualized through the interpretation of geological, structural, geochemical and drilling data.
The near-term exploration strategy at the Yuma King property will be two-fold: (i) advancing a multitude of near-surface copper-gold skarn and replacement mineralization targets that have been identified through various surface sampling programs but not followed up on; and (ii) delineating the potential porphyry feeder system and defining high-priority drill targets to test it. An initial field exploration program is currently being executed by CuQuest’s technical team at the Yuma King property, and will include a project-scale soil geochemical survey, relogging of legacy core holes, detailed geological mapping and rock chip sampling programs.
In order to acquire a 100-per-cent interest in the Yuma King property, CuQuest must pay an aggregate of $6-million (U.S.) in cash prior to March 12, 2030, less the aggregate of annual lease payments made prior to such date. Certain of the unpatented lode mining claims comprising the Yuma King property are subject to a 1-per-cent net smelter return (NSR) royalty.
The transaction
Pursuant to the terms of the agreement, upon the date of closing of the transaction, Corcel will acquire 100 per cent of the issued and outstanding securities of CuQuest in consideration for the issuance of 15 million common shares of the company, to be issued pro rata to shareholders of CuQuest at a deemed price of nine Canadian cents per payment share. The payment shares are expected to equal to approximately 40 per cent of the total shares of the company immediately following the closing date (on a non-diluted basis). The payment shares will be subject to voluntary hold periods that restrict resale for periods of between four and 12 months after the closing date.
Completion of the transaction remains subject to the satisfaction of various conditions, including, without limitation, the receipt by the company of all necessary corporate and regulatory approvals and other conditions customary for a transaction of this nature.
CuQuest is a private company incorporated under the Business Corporations Act (British Columbia) with a mandate to identify and evaluate mining related projects in North America. To date, CuQuest has raised approximately $442,200 (Canadian), identified and evaluated a number of projects, and negotiated the agreement.
The transaction is an arm’s-length transaction and there will be no changes to the company’s board or management in connection with the transaction. No finders’ fees are expected to be paid in connection with the transaction.
Technical information
The technical information contained in this news release was reviewed and approved by Roy Greig, PhD, PGeo, an independent qualified person, as defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Corcel Exploration Inc.
Corcel Exploration is a mineral resource company engaged in the acquisition and exploration of precious and base metals properties throughout North America. The company holds an option to acquire a 100-per-cent undivided right, title and interest in and to the Peak gold exploration project, and also holds a 100-per-cent interest in the Willow copper project. From time to time, the company may also evaluate and acquire other mineral properties of merit.