The goal of this new editor is to make adding rich content to WordPress simple and enjoyable. This whole post is composed of pieces of content—somewhat similar to LEGO bricks—that you can move around and interact with. Move your cursor around and you’ll notice the different blocks light up with outlines and arrows. Press the arrows to reposition blocks quickly, without fearing about losing things in the process of copying and pasting.
What you are reading now is a text block the most basic block of all. The text block has its own controls to be moved freely around the post…
… like this one, which is right aligned.
Headings are separate blocks as well, which helps with the outline and organization of your content.
A Picture is Worth a Thousand Words
Handling images and media with the utmost care is a primary focus of the new editor. Hopefully, you’ll find aspects of adding captions or going full-width with your pictures much easier and robust than before.
If your theme supports it, you’ll see the “wide” button on the image toolbar. Give it a try.
Try selecting and removing or editing the caption, now you don’t have to be careful about selecting the image or other text by mistake and ruining the presentation.
The Inserter Tool
Imagine everything that WordPress can do is available to you quickly and in the same place on the interface. No need to figure out HTML tags, classes, or remember complicated shortcode syntax. That’s the spirit behind the inserter—the (+) button you’ll see around the editor—which allows you to browse all available content blocks and add them into your post. Plugins and themes are able to register their own, opening up all sort of possibilities for rich editing and publishing.
Go give it a try, you may discover things WordPress can already add into your posts that you didn’t know about. Here’s a short list of what you can currently find there:
Text & Headings
Images & Videos
Galleries
Embeds, like YouTube, Tweets, or other WordPress posts.
Layout blocks, like Buttons, Hero Images, Separators, etc.
And Lists like this one of course 🙂
Visual Editing
A huge benefit of blocks is that you can edit them in place and manipulate your content directly. Instead of having fields for editing things like the source of a quote, or the text of a button, you can directly change the content. Try editing the following quote:
The editor will endeavour to create a new page and post building experience that makes writing rich posts effortless, and has “blocks” to make it easy what today might take shortcodes, custom HTML, or “mystery meat” embed discovery.
Matt Mullenweg, 2017
The information corresponding to the source of the quote is a separate text field, similar to captions under images, so the structure of the quote is protected even if you select, modify, or remove the source. It’s always easy to add it back.
Blocks can be anything you need. For instance, you may want to add a subdued quote as part of the composition of your text, or you may prefer to display a giant stylized one. All of these options are available in the inserter.
You can change the amount of columns in your galleries by dragging a slider in the block inspector in the sidebar.
Media Rich
If you combine the new wide and full-wide alignments with galleries, you can create a very media rich layout, very quickly:
Sure, the full-wide image can be pretty big. But sometimes the image is worth it.
The above is a gallery with just two images. It’s an easier way to create visually appealing layouts, without having to deal with floats. You can also easily convert the gallery back to individual images again, by using the block switcher.
Any block can opt into these alignments. The embed block has them also, and is responsive out of the box:
You can build any block you like, static or dynamic, decorative or plain. Here’s a pullquote block:
Code is Poetry
The WordPress community
If you want to learn more about how to build additional blocks, or if you are interested in helping with the project, head over to the GitHub repository.
Pursuant to the Arrangement, each shareholder of Matamec received 0.267697315 common shares of Canada Strategic (post consolidation) in exchange for each common share of Matamec (post-consolidation, in accordance with the terms of the Arrangement). As announced previously, Goldcorp Inc. (“Goldcorp”) invested $3,701,960 (the “Goldcorp Investment”), which was converted into units of QPM (the “Units”) at a price of $0.61 per unit. Each Unit consists of one common share of QPM and half a common share purchase warrant, with each whole warrant (a “Warrant”) entitling its holder to purchase one additional common share of QPM (Canada Strategic), post-consolidation, for $0.85, for a period of two years following the closing of the transaction. If Goldcorp exercises all its warrants on closing of the transaction, it will hold 8,560,183 common shares, representing approximately 19.2% of the issued and outstanding common shares (after partial dilution).
Other participants in the transaction include P.E. Partners, a corporation whose shareholders include a member of QPM’s management, who along with his partners invested $301,340, and two members of QPM’s management and board of directors, who invested a total of $20,004.
The Company expects the name change and the consolidation to be effective sometime over the course of next week.
“We are very pleased to have closed this transaction with Matamec and Sphinx,” said Normand Champigny, Chief Executive Officer of QPM. “This gives QPM the funds we need to accelerate drilling and confirm what we estimated to be a potential of several million ounces at Sakami, as well as to continue exploring other projects in Eeyou Istchee James Bay territory. We wish to thank Matamec’s board of directors, management and shareholders for their hard work, and Goldcorp and la Caisse for supporting this transaction.“
Now that the Arrangement has closed, MPQ plans to have Matamec’s shares delisted from the TSX Venture Exchange, and Matamec plans to request the appropriate securities regulatory authorities to revoke its reporting issuer status and terminate its reporting obligations.
All the details of the Arrangement (including the consolidation of Matamec shares thereunder), the Goldcorp Investment, the name change, the consolidation of Canada Strategic, the purchase of Sphinx’s assets, the purchase of Sirios’ assets and the shares issued for debt settlement are contained in the joint Canada Strategic and Matamec proxy circular, which can be found in the SEDAR issuer profiles for Canada Strategic and Matamec, at www.sedar.com.
QPM plans to use the proceeds of the offering to carry out exploration work and finance certain expenses incurred in connection with the Arrangement and for working capital and general corporate purposes. All securities issued under the offering are subject to a hold period that will expire on October 28, 2018, being four months and one day following the closing date of the transaction, in accordance with applicable Canadian securities laws.
About Canada Strategic Metals Inc.
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
These forward-looking statements are based on reasonable assumptions and estimates of management of Canada Strategic and Matamec, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canada Strategic or Matamec, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties or projects. Although the forward-looking statements contained in this news release are based upon what management of Canada Strategic, Matamec and/or Sphinx, as the case may be, believes, or believed at the time, to be reasonable assumptions, Canada Strategic, Matamec and/or Sphinx, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward looking statements and information contained in this news release. Except as required by law, Canada Strategic, Matamec and Sphinx assume no obligation to update the forward looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Following its meeting, Matamec received the final order of the Superior Court of Canada approving the transaction.
About Canada Strategic Metals Inc.
Canada Strategic Metals Inc. is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
As announced on April 26, 2018, Canada Strategic and Matamec have agreed to a proposed business combination by way of a court approved plan of arrangement (the “Arrangement”) to create a new James Bay-focused gold exploration company (to be named Quebec Precious Metals Corporation). The Joint Circular updates information about the companies and provides information about the Arrangement. Shareholders of record of Canada Strategic on May 10, 2018 and of Matamec on May 14, 2018 will receive notice of and be entitled to vote at their respective annual and special meeting.
In connection with the Goldcorp Investment, and as a condition thereof, all amounts owed to insiders of Canada Strategic must be settled and paid in Canada Strategic Shares immediately following the completion of the Arrangement and prior to the completion of the Goldcorp Investment. Therefore, Canada Strategic agreed to enter into the following agreement:
The approval of the Canada Strategic Shares for Debt Resolution is a condition precedent to the completion of the Goldcorp Investment, which itself is a condition precedent to the completion of the Arrangement.
The Canada Strategic Board and management, as applicable, recommend that Canada Strategic Shareholders VOTE FOR the Canada Strategic Shares for Debt Resolution. In the absence of instructions to the contrary, the persons whose names appear in the Canada Strategic Proxy intend to VOTE FOR the Canada Strategic Shares for Debt Resolution.
MATAMEC Shares for Debt
In connection with the Goldcorp Investment, and as a condition thereof, all amounts owed to certain directors and other creditors of Matamec must be settled and paid in Matamec Shares immediately following the completion of the Arrangement and prior to the completion of the Goldcorp Investment. A total of 2,107,991 Matamec Shares will be issued in settlement of $309,104.53 in outstanding debts. As up to an amount of $112,338.98 involves certain insiders of Matamec, Matamec intends, as per the policy
4.3 of the TSX-V, to obtain disinterested shareholders approval at the Matamec Meeting. Disinterested Matamec Shareholders will be called upon to vote on the resolution annexed to the Circular as Schedule “B” – Resolutions to be Approved at the Matamec Meeting (the “Matamec Shares For Debt Resolution”) in order to approve:
(a) a shares for debt agreement between Matamec and Marcel Bergeron Consultant Inc. (a company owned by Marcel Bergeron, an officer and director of Matamec) for the issuance of 538,061 Matamec Shares at a price of $0.1466 per Matamec Share (or the equivalent of 129,311 Canada Strategic Shares at $0.61 per Canada Strategic Share on a post-Arrangement basis) in payment of an amount of $78,879.84 owed to Marcel Bergeron Consultant Inc. by Matamec. Marcel Bergeron, an officer and director of Matamec, is also a director and the sole shareholder of Marcel Bergeron Consultant Inc.; and
(b) a shares for debt agreement between Matamec and François Biron (as officer and director of Matamec) for the issuance of 228,234 Matamec Shares at a price of $0.1466 per Matamec Share (or the equivalent of 54,851 Canada Strategic Shares at $0.61 per Canada Strategic Share on a post-Arrangement basis) in payment of an amount of $33,459.14 owed to Mr. Biron by Matamec and in payment of directors fees.
The Matamec Shares for Debt Resolution must be approved, with or without variation, by a simple majority of the disinterested votes cast by Matamec Shareholders present in person or represented by proxy at the Matamec Meeting. Matamec has been advised by Marcel Bergeron and François Biron they exercise control or direction over an aggregate of 135,000 Matamec Shares. Consequently, the votes attached to those shares will not be included for the purposes of approving the Matamec Shares For Debt Resolution. In the event that the Matamec Shares For Debt Resolution is not approved at the Matamec Meeting, Matamec will not issue the 766,295 Matamec Shares to the insiders of Matamec. The complete text of the Matamec Shares for Debt Resolution to be presented to the Matamec Meeting is set forth in Schedule “B” – Resolutions to be Approved at the Matamec Meetingto the Circular.
The Matamec Board and management, as applicable, recommend that Matamec Shareholders VOTE FOR the Matamec Shares for Debt Resolution. In the absence of instructions to the contrary, the persons whose names appear in the Matamec Proxy intend to VOTE FOR the Matamec Shares for Debt Resolution.
Your vote is important regardless of the number of shares you own. Canada Strategic and Matamec encourage shareholders to read the meeting materials in detail. An electronic copy of the Joint Circular is available on Canada Strategics website atwww.csmetals.ca and on Matamecs website at www.matamec.com. It will also be available under the issuer profile of both companies on SEDAR atwww.sedar.com.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The Board of Directors of Canada Strategic and Matamec UNANIMOUSLY recommend that shareholders vote IN FAVOUR of the Arrangement
HOW TO VOTE
Due to essence of time, shareholders are encouraged to vote today using the internet or telephone.
Registered shareholders of Canada Strategic and Matamec
Registered shareholders may vote by:
Internet:Â www.investorvote.com
Telephone:Â 1-866-732-8683 (North American Toll Free)
Mail
Attending the meeting in person
Non-registered shareholders of Canada Strategic and Matamec
Shareholders who hold shares of Canada Strategic or Matamec through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions on the form.
About Canada Strategic Metals Inc.
Canada Strategic Metals Inc. is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
For more information on the Company, please visit www.csmetals.ca.
Jean-Francois Meilleur President and Chief Executive Officer 514-951-2730
Paradox Public Relations 514-341-0408
For further information on Matamec please contact:
François Biron President and Chief Executive Officer 514-953-9356 Email: francois.biron@matamec.com
Forward-looking statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Arrangement to Canada Strategic and Canada Strategic shareholders; the anticipated benefits of the Arrangement to Matamec and Matamec shareholders; the exchange ratio and value of the Canada Strategic Shares being delivered as arrangement consideration; the market capitalization of Canada Strategic following the completion of the Arrangement; the timing and receipt of the required shareholder, court, stock exchange and regulatory approvals for the Arrangement; the timing and ability of Canada Strategic and Matamec to satisfy the conditions precedent to completing the Arrangement; the closing of the Arrangement; the timing and receipt of the required stock exchange and regulatory approvals for the Arrangement; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Canada Strategic and their respective business; and future exploration plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of Canada Strategic and Matamec, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canada Strategic or Matamec, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary shareholder, court, stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement agreement); the synergies expected from the Arrangement not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Canada Strategic and Matamec Shares; the satisfaction or waiver of all applicable conditions to closing of the transaction (including receipt of all necessary stock exchange and regulatory approvals or consents); fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties or projects. In addition, the failure of a party to comply with the terms of the Arrangement agreement may result in that party being required to pay a non completion or other fee to the other party, the result of which could have a material adverse effect on the paying party’s financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of Canada Strategic or/and Matamec, as the case may be, believes, or believed at the time, to be reasonable assumptions, Canada Strategic or/and Matamec, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward looking statements and information contained in this news release. Except as required by law, Canada Strategic and Matamec assume no obligation to update the forward looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Table of mineralized intersections from recent 2018 winter drill program
Hole #
From (m)
To (m)
Length* (m)
Au (g/t)
PT-18-107
250.50
256.50
6.00
1.31
Including
253.50
256.50
3.00
1.74
PT-18-107
264.00
265.50
1.50
1.28
PT-18-107
289.50
291.00
1.50
1.49
PT-18-108
285.00
313.50
28.50
0.62
Including
304.50
313.50
9.00
1.13
Including
309.00
313.50
4.50
1.46
PT-18-108
319.50
325.50
6.00
1.23
PT-18-109A
295.50
358.50
63.00
1.10
Including
300.00
315.00
15.00
3.08
Including
304.50
309.00
4.50
5.31
Including
304.50
310.50
6.00
4.81
PT-18-111
385.50
390.00
4.50
3.25
PT-18-111
399.00
400.50
1.50
1.27
PT-18-111
415.50
418.50
3.00
2.42
PT-18-111
445.50
450.00
4.50
1.14
PT-18-119
115.50
117.00
1.50
1.09
PT-18-119
124.50
136.50
12.00
1.49
PT-18-119
142.50
151.50
9.00
1.34
PT-18-119
163.50
165.00
1.50
1.15
* Length along the core. True thickness ranges from 70% to 95% of the drilled length.
The first five holes intersected Zone 25 and increased the size of the project’s mineralized area. Hole PT-18-111 extends Zone 25 at depth to the west side by approximately 30 m from the deepest elevation on section 2+00W with a grade and width similar to the above interception in hole PT-17-102. This result supports the potential for higher grade mineralization at depth. The deepest intersection from previous drilling was in hole PT-15-89 and PT-15-90 on section 0+50W. Highlights of the drill results are presented in the table below.
Localization map of recent 2018 winter drill program
The winter 2018 drilling program was designed based on the recommendations presented in the NI 43-101 technical report prepared by SGS Canada Inc. for Canada Strategic and Matamec with a date of issue of November 24, 2017 . The report is available on Sedar’s web site at www.sedar.com. The program was managed by Consul-Teck Exploration of Val-d’Or, Quebec who supervised the program and logged and sampled the core.
Consul-Teck Exploration implemented QA/QC procedures to ensure best practices in sampling and analysis of the core samples. The drill core was logged and then split, with one-half sent for assay and the other retained in the core box as a witness sample. Duplicates, standards and blanks were inserted regularly into the sample stream.
The samples were delivered, in secure tagged bags, directly to the analytical facility for analysis, in this case the ALS Minerals laboratory facility in Val-d’Or, Quebec. The samples are weighed and identified prior to sample preparation. All samples are analyzed by fire assay with AA finish on a 30g sample (0.005-10 ppm Au), with a gravimetric finish for assays over 10 ppm Au.
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
For more information on the Company, please visit www.csmetals.ca.
Jean-Francois Meilleur President and Chief Executive Officer 514-951-2730
Paradox Public Relations 514-341-0408
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this release.
In connection with the Arrangement, Goldcorp Inc. (“Goldcorp”) will invest to acquire a 14% interest in QPM (Canada Strategic) under a subscription agreement executed as at the date hereof between Canada Strategic and Goldcorp whereby on or about June 18, 2018, Goldcorp will subscribe for 6,068,787 subscription receipts of Canada Strategic (the “Subscription Receipt”) at a price of $0.61 per Subscription Receipt for gross proceeds of C$ 3,701,960 (the “Goldcorp Investment”). Each Subscription Receipt shall automatically be converted upon the closing of the Arrangement, for no additional consideration and on a post-consolidation basis (see below for more details on the proposed consolidation of the share capital of Canada Strategic), into a unit of QPM (Canada Strategic) (the “Unit”) at a price of C$0.61 per Unit representing a pre-share consolidation and share exchange premium of 41% to the 20-day volume weighted average price (“VWAP”) of Canada Strategic on the TSX Venture Exchange (“TSX-V”) prior to the announcement of the Arrangement. Each Unit will be comprised of one common share (on post-consolidation basis) of QPM (Canada Strategic) and one half of one common share purchase warrant, with each whole warrant (a “Warrant”) exercisable to acquire one additional post-consolidated common share of QPM (Canada Strategic) at a price of $0.85 per common share for a period of two (2) years from closing of the transaction. The pricing of the Subscription Receipt of Canada Strategic on a pre-consolidation basis is equal to C$0.1466 and to C$0.2043 for the Warrant.
the right to participate in any future equity financings undertaken by QPM in order to allow Goldcorp to maintain its then percentage ownership interest in QPM;
the right to acquire such additional number of QPM Shares in future financings undertaken by QPM such that Goldcorp’s ownership percentage on closing of such financing would equal up to 19.9% (on a non-diluted basis);
the right of first refusal to match any third party offers regarding non-equity financings, including, a tolling arrangement, streaming arrangement, royalty sale or other non-equity financing for the purpose of funding the future exploration and development of any of QPM’s projects now owned or after acquired; and
the right to request that QPM form a technical committee and the right to appoint 50% of the members of such committee which shall be comprised of a minimum of four (4) members.
The above rights shall automatically terminate and be or no further force or effect upon Goldcorp ceasing to beneficially own more than 7.5% of the issued and outstanding QPM common shares (on an undiluted basis).
Accordingly, Goldcorp will be acquiring beneficial ownership of: (i) 6,068,787 Common Shares, representing approximately 14.0% of the issued and outstanding Common Shares following the completion of the Arrangement on a post-consolidation basis; and (ii) 3,034,393 Warrants representing approximately 5.2% of the issued and outstanding warrants of the Company. Should Goldcorp exercise all of the Warrants, Goldcorp would hold 8,560,183 Common Shares representing approximately 19.2% of the issued and outstanding Common Shares (on a partially diluted basis). Prior to this acquisition Goldcorp did not own any securities of Canada Strategic. Goldcorp is acquiring the beneficial interest in the securities for investment purposes. Goldcorp will evaluate its investment in QPM from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require. The exemption relied on by the Company for the sale of the Subscription Receipts to Goldcorp was Section 2.3 of National Instrument 45-106 –Â Prospectus Exemptions. Goldcorp will be filing an early warning report in connection with the acquisition which will be filed on Canada Strategic’s SEDAR profile. Goldcorp’s head office is located at Suite 3400 – 666 Burrard St. Vancouver, BC, V6C 2X8.
The Arrangement and the Goldcorp Investment are referred to as the “Transaction”.
Highlights of the Transaction
The Transaction offers a number of positive benefits to the shareholders of Canada Strategic, Matamec and Sphinx, including, among others, the following:
Key shareholder support: Goldcorp is expected to hold approximately 14% of QPM on an undiluted basis following completion of the Transaction. Pursuant to the Investor Rights Agreement, Goldcorp and QPM shall have the right to form a technical committee to allow QPM to benefit from Goldcorp’s technical expertise and knowledge of the region.
Proven management team and Board with access to capital: The QPM management team and Board have proven and extensive mine finding and development experience and demonstrated capabilities in the financing, acquisition, and development of mines. They have high visibility in the mining industry and significant relationships with key sector investors and analysts that should help to attract strong retail and institutional support. The ability of this team should be a catalyst for development of the QPM business.
Well-defined drill-ready targets: QPM will own the Sakami gold project with recent drill intercepts showing significant gold mineralization up to 35 m in true thickness and grades ranging from 1 to 5 g/t gold which has been derived from exploration on a small portion of 700 m by 300 m and up to a down-plunge length of 450 m (see press releases of Canada Strategic and Matamec of February 8, 2018). Through further drilling, QPM intends to rapidly advance the Sakami project to mineral resource estimate and pursue additional identified exploration targets.
Premium to Canada Strategic and Matamec shareholders: The Transaction provides Canada Strategic and Matamec shareholders with premiums of 41% and 32% respectively to the VWAP of the respective shares on the TSXV ending prior to the announcement of the Transaction. Canada Strategic, Matamec and Sphinx believe this platform provides a good basis for share price re-rating based on QPM’s size, diversity of assets and broader shareholder base.
A platform for future consolidation: QPM, with quality gold exploration assets and a key shareholder, will be in a good position to attract additional growth opportunities.
Sphinx will become a pure-play zinc-focused exploration company where it is developing attractive zinc projects in the Grenville geological province located in southern Quebec. Management of QPM will seek to monetize non-gold assets following the completion of the Transaction.
Jean-François Meilleur, President and Chief Executive Officer of Canada Strategic, stated: “We are very pleased to announce today’s strategic combination of companies and exploration assets and the investment by Goldcorp. This transaction provides an excellent opportunity for Canada Strategic, Matamec and Sphinx shareholders to combine assets with strong access to capital, and our management groups experience and track record. With the successful conclusion of this deal, QPM will focus on gold exploration in the Eeyou IstcheeJames Bay territory.“
François Biron, Interim President and Chief Executive Officer of Matamec, stated: “We are enthusiastic to be joining forces with Canada Strategic, a critical step that will help move the Sakami project to the resource estimation stage. The combination of the teams and projects with Canada Strategic and Sphinx with the significant investment by Goldcorp will be beneficial for the shareholders of the three companies.“
Normand Champigny, President and Chief Executive Officer of Sphinx, commented that, “The transaction is expected to provide QPM with required funds to accelerate the drilling at Sakami and confirm what we believe to be its multi-million ounce potential, and to further explore the other projects of the Eeyou IstcheeJames Bay territory portfolio.“
Particulars of the Arrangement
In connection with the Arrangement, Matamec shareholders will receive 0.267697315 of a common share of Canada Strategic (on a post-consolidation basis) in exchange for each common share of Matamec (on a post-consolidated basis as per the terms of the Arrangement). As part the Arrangement, the common shares of Canada Strategic and common shares of Matamec will each be consolidated on the basis of one post-consolidation share for each 4.16 pre-consolidation shares (the consolidation of the common shares of Canada Strategic is referred to as the “Canada Strategic Consolidation” and the consolidation of the common shares of Matamec is referred to as the “Matamec Consolidation”).
The Matamec Consolidation forms part of the Arrangement whereas the Canada Strategic Consolidation shall be approved by way of a special resolution of the shareholders of Canada Strategic at the Canada Strategic Meeting (as defined below). The approval and completion of the Canada Strategic Consolidation is a condition of the completion of the Arrangement. The Arrangement includes customary deal-protection provisions including a mutual $250,000 termination fee in certain circumstances.
Upon completion of the Arrangement, the Consolidation and the Minimum Raise, Goldcorp will hold approximately 14% of the issued and outstanding common shares of QPM on a non-diluted basis and 19.2% on a partially diluted basis, assuming full exercise of the Warrants issued to Goldcorp under the Goldcorp Investment.
On completion of the Transaction and the Minimum Raise, QPM (Canada Strategic) will have approximately 47.4 million common shares issued and outstanding, and Canada Strategic shareholders will own 57.1%, Matamec shareholders will own 20.5%, Goldcorp 14%, Sphinx2.8% and Sirios 0.7% of such common shares on an undiluted basis, with the balance being held by additional participants to the Subscription Receipt offering.
Canada Strategic’s financial advisor is Canaccord Genuity Corp., and its legal counsel is Fasken Martineau DuMoulin S.E.N.C.R.L., s.r.l. Canaccord Genuity Corp., provided an opinion to Canada Strategic’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the Arrangement is fair, from a financial point of view, to the shareholders of Canada Strategic. The Board of Directors of Canada Strategic has unanimously approved the Transaction and recommend that Canada Strategic shareholders vote in favour of the resolution approving the Canada Strategic Consolidation and Name Change.
Sphinx’s financial advisor is Paradigm Capital Inc., and its legal counsel is Osler Hoskin & Harcourt S.E.N.C.R.L., s.r.I. The Board of Directors of Sphinx, on the Arrangement recommendation of its independent Special Committee, has unanimously approved the sale of Sphinx’s three (3) gold projects by way of the Sphinx Asset Purchase to Canada Strategic conditional on the completion of the Transaction.
Shareholders Approvals
The closing of the Arrangement is subject to conditions customary to this type of transaction including a requirement to obtain 66 2/3% support from the shareholders of Canada Strategic and Matamec, present in person or represented by proxy at the Canada Strategic Meeting or the Matamec Meeting (as defined below), for the respective items submitted for approval as described below. As mentioned above, the closing of the Arrangement is a condition to the completion of the Goldcorp Investment.
At the Canada Strategic Meeting scheduled for on or about June 14, 2018, the shareholders of Canada Strategic will be asked to approve, by way of special resolutions: (i) the Canada Strategic Consolidation and (ii) the Name Change. The approval of the Name Change is not a condition precedent to the completion of the Transaction.
At the Matamec Meeting scheduled for on or about June 14, 2018 (the “Matamec Meeting”), Matamec shareholders will be asked to approve the Arrangement by way of special resolution.
Full details of the Arrangement (including the Matamec Share Consolidation forming part of the Arrangement), Goldcorp Investment, Name Change, Canada Strategic Consolidation, the Sphinx Asset Purchase, the Sirios Asset Purchase and Shares for Debt transaction will be included in the joint management information circular of Canada Strategic and Matamec describing the matters to be considered at the Canada Strategic Meeting and Matamec Meeting, respectively, which is expected to be mailed to the Canada Strategic shareholders and Matamec shareholders by mid-May 2018 and made available on SEDAR under the issuer profiles of each of Canada Strategic and Matamec at HYPERLINK “http://www.sedar.com/” www.sedar.com.
Offering Including Minimum Raise
In connection with the Transaction, an agreement has been entered into with Canaccord, Sprott Capital and Paradigm (the “Agents”) in connection with the completion, on a best efforts, of a private placement offering (the “Offering”), including the Minimum Raise and the Goldcorp Investment, of subscription receipts. The Offering may include the issuance of securities of Canada Strategic (QPM) issued on a super flow-through or flow-through basis and will include the Goldcorp Investment (the “Offered Securities”). In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6.0% of the gross proceeds of the Offering. As additional consideration, the Agents will receive common share purchase warrants (the “Broker Warrants”) entitling the Agents to subscribe for 6.0% of the aggregate number of Offered Securities placed in the Offering. Subject to regulatory approval, each Broker Warrant will be exercisable to acquire one Offered Security at a price equal to the issue price under the Offering for a period of 24 months following closing.
Conference Call Information
Canada Strategic, Matamec and Sphinx will host a conference call on Thursday April 26, 2018 at 14:00 pm EDT, to discuss the details of the combination. Those interested in participating in the conference call (listening mode only) should dial in approximately five to ten minutes before the start of the conference to allow ample time to access at +1-888-527-2162 (North American toll free), or +1-416-620-2162 (international), access code 7826663.
The conference call replay will be available from 14:00 EDT on Friday April 27, 2018 until 23:59 EDT on May 11, 2018 with the following dial in number: +1-888-527-2162, access code 7826663.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Canada Strategic Metals Inc.
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Arrangement to Canada Strategic and Canada Strategic shareholders; the anticipated benefits of the Arrangement to Matamec and Matamec shareholders; the exchange ratio and value of the Canada Strategic Shares being delivered as arrangement consideration; the market capitalization of Canada Strategic following the completion of the Arrangement; the timing and receipt of the required shareholder, court, stock exchange and regulatory approvals for the Arrangement; the timing and ability of Canada Strategic and Matamec to satisfy the conditions precedent to completing the Arrangement; the anticipated timing for mailing the joint management information circular to the Canada Strategic shareholders and Matamec shareholders in respect of the matters to be considered by such shareholders at the Canada Strategic Meeting and Matamec Meeting, as the case may be, in respect of the Arrangement; the closing of the Arrangement; the Goldcorp Investment; the timing and receipt of the required stock exchange and regulatory approvals for the Arrangement; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Canada Strategic and their respective business; and future exploration plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of Canada Strategic and Matamec, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canada Strategic or Matamec, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary shareholder, court, stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement agreement); the synergies expected from the Arrangement not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Canada Strategic and Matamec Shares; the satisfaction or waiver of all applicable conditions to closing of the transaction (including receipt of all necessary stock exchange and regulatory approvals or consents); fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties or projects. In addition, the failure of a party to comply with the terms of the Arrangement agreement may result in that party being required to pay a non completion or other fee to the other party, the result of which could have a material adverse effect on the paying party’s financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of Canada Strategic, Matamec and/or Sphinx, as the case may be, believes, or believed at the time, to be reasonable assumptions, Canada Strategic, Matamec and/or Sphinx, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers should not place undue reliance on the forward looking statements and information contained in this news release. Except as required by law, Canada Strategic, Matamec and Sphinx assume no obligation to update the forward looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Montreal, Quebec – March 1st, 2018Â – Canada Strategic Metals Inc. (“Canada Strategic Metals” or “the Company”) (TSX.V: CJC; FSE: YXEN; OTC-BB: CJCFF) and Matamec Exploration Inc (TSX.V: MAT) are pleased to announce that a second drill is now on site to increase the current drilling program to 8,000 metres from the previously announced 5,000 metres. The second drill will focus on the shallow horizon mineralization of Zone 25 on the La Pointe area. On-site productivity is excellent, with four deeper-horizon holes already completed.
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
For more information on the Company, please visitwww.csmetals.ca.
Jean-Francois Meilleur President and Chief Executive Officer 514-951-2730
Paradox Public Relations 514-341-0408
Momentum Public Relations Inc. 450-332-6939
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Montreal, Quebec – February 8th, 2018 – Canada Strategic Metals Inc. (“Canada Strategic Metals” or “the Company”) (TSX.V: CJC; FSE: YXEN; OTC-BB: CJCFF) and Matamec Exploration Inc (TSX.V: MAT) are pleased to announce the beginning of the 2018 winter work program at the Sakami Gold Project. The program will consist of a minimum of 5,000 meters of drilling focusing on the La Pointe area.
Past drill results from the La Pointe area outlined consistent gold mineralization over 700Â meters on strike and 450Â meters along the plunge to a vertical depth of 300Â meters.
4.94 g/t Au over 21.05 m, including 6.35 g/t Au over 10.55 m (PT-16-92)
4.01 g/t Au over 22.6 m, including 7.21 g/t Au over 7.00 m (PT-13-67)
6.86 g/t Au over 9.60 m, including 9.49 g/t Au over 6.50 m (PT-15-87)
2.51 g/t Au over 48.20 m, including 6.93 g/t Au over 12.00 m (PT-14-79)
*Core length; the true thickness is between 70 to 95% of the core length.
The mineralization is hosted in a paragneiss with very fine aersenopyrite-pyrrotite mineralization associated with strong silicification. The zone is located at the contact between the La Grande Sub-Province and Opinaca Sub-Province. The campaign will focus on testing mineralization at depth and along the strike to the north-west side of the Zone 25.
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 22,584 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
For more information on the Company, please visit www.csmetals.ca.
Jean-Francois Meilleur President and Chief Executive Officer 514-951-2730Â
Paradox Public Relations 514-341-0408Â
Momentum Public Relations Inc. 450-332-6939
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Montreal, Quebec – November 22, 2017 – Canada Strategic Metals Inc. (“Canada Strategic Metals” or “the Company”) (TSX.V: CJC; FSE: YXEN; OTC-BB: CJCFF) is pleased to report the results of its first mapping and sampling exploration program on the Annabelle Project.The program consisted of large scale prospecting and sampling surface work over the 100% owned Annabelle property located in Quebec, James Bay.
The prospecting and geological survey was planned based on the recent compilation of historical work. The program was a success, returning strong gold, copper and silver values over 2 different zones. The best results returned 6.14 g/t gold and 1.02Â g/t gold 32.6Â g/t silver, 2.37% copper, and 372 ppm cobalt. These results defined multiples anomalous structures, located mainly in the central and eastern portion of the project. Results are showing that the Gold mineralization seems to be associate to quartz vein and/or stringer and/or copper mineralization. Historical work also returned 3.6% Cu and 790 ppb Au in a 1 kilometer nearby outcrop extending the potential of a discovery. (See map below)
Best results and sampling localization map
The Company is currently compiling all new results to follow up with a more extensive exploration program on the Annabelle property in the next year that may include specific surveys, channel sampling, land stripping and diamond drilling. A total of 274Â chip samples were collected and sent to the ALS laboratory to be assayed for gold and minerals indicator. The sampling program was design to discover new areas of interest over the large land package, there for 268Â samples returned minimal to zero values. The property is still largely under-explored with more than half of the project to be explored in the next summer program. The table below shows the best results for the program.
Table of best results (Annabelle)
Grab
sample #
Easting
Northing
Au ppm
Ag ppm
Co ppm
Cu ppm
Zn ppm
Cu %
49190
380133
5792033
3.72
3
3
330
27
49119
368752
5797222
6.14
0.2
12
10
39
49134
379851
5792153
1.02
32.6
22
>10000
953
2.37
49009
383618
5787485
1.765
3.7
372
1010
7
49010
383618
5787485
2.11
1
52
736
12
49047
379333
5793608
1.36
0.5
1
17
4
** Grab samples are selective by nature and are unlikely to represent the average grade of the deposit.
Regional location map
The Annabelle project is located about 65km west of the Eastmain Resources Eau Claire project and approximately 40Â kilometers west of Goldcorp Eleonore gold deposit, in Quebec, James Bay.
The large (182.44 km2) project is clearly under-explored, but always showed a strong mineral potential. The main reason of the limited work was due to the unfavorable economic climate of the past few years. The discovery potential is related to the greenstone belt geological settings covering the volcano-sedimentary sequences and intrusions of the Opinaca sub province.
Regional geological map
The 2017 sampling program was managed by Consul-Teck Exploration of Val-d’Or, Quebec, who designed and supervised the program. A total of 274 chip samples were collected and sent to the ALS laboratory to be assayed for gold and indicator minerals.
Consul-Teck Exploration implemented QA/QC procedures to ensure best practices in sampling and analysis of the samples. In this case, there was no blank or standard inserted, but the Company intends to re-analyze some samples, as described in its QA/QC procedures.
The samples were delivered, in secure tagged bags, directly to the analytical facility for analysis, in this case the ALS Minerals laboratory facility in Val-d’Or, Quebec. The samples are weighed and identified prior to sample preparation. All samples are analyzed by fire assay with AA finish on a 30g sample (0.005-10 ppm Au) and ICP-41 for the other elements. Value over 10,000 ppm were re-assays by OG-46.
Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 22,584Â hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.
For more information on the Company, please visit www.csmetals.ca.
Jean-Francois Meilleur President and Chief Executive Officer 514-951-2730Â
Paradox Public Relations 514-341-0408Â
Momentum Public Relations Inc. 450-332-6939
Neither the TSX Venture Exchange nor its Regulation Services Provider  (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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