Alpha Copper Corp. concludes a letter of intent to acquire

VANCOUVER, British Columbia, Aug. 19, 2022 (GLOBE NEWSWIRE) — Alpha Copper Corp. (CSE: ALCU) (OTC: ALCUF) (FSE: PP0) (“Alpha”) and CAVU Energy Metals Corp. (CSE: CAVU) (OTC: CAVVF) (FSE: 5EO) (“CAVU”) are pleased to announce a non-binding letter of intent dated August 18, 2022 (“LOI”) pursuant to which Alpha will acquire all the issued and outstanding shares of CAVU (the “Proposed Transaction”). The proposed transaction is an arm’s length transaction and offers CAVU shareholders a 60% premium based on each company’s respective 20-day volume-weighted average price (“VWAP”).

Following the proposed transaction, the combined entity of Alpha and CAVU will become a leading copper exploration company with an expanded portfolio of potential base and precious metals assets in British Columbia and the Yukon.

Transaction Highlights and Strategic Rationale:

  • Shareholders of the combined company will be exposed to four potential exploration projects in established mining jurisdictions, including:
    • star project (CAVU) is a multi-target copper-gold porphyry project in the Golden Triangle with a preserved supergene zone with 106.98m at 0.77% Cu (hole S045) which is mineralized at 700m depth and open to expansion. Over 13,000m of modern drilling has been completed on the project, which is fully licensed for advanced exploration with 200 drill sites through 2026. The Star is located on the traditional territory of the Tahltan and Taku River Tlingit First Nations .
    • Hopper Project (CAVU) is 74 km away2 multi-target copper-molybdenum porphyry project in the Yukon with significant peripheral copper-gold-silver skarn mineralization. Skarn mineralization returned a best intersection of 22.28m at 1.405% Cu (hole HOP-21-DDH01), and drill testing of the porphyry target returned 116m at 0.209% Cu from surface (hole HOP-21-DDH06). The project is located on the traditional territory of the Champagne Aishihik First Nations.
    • Project Okeover (Alpha) Located on the south coast of British Columbia, 25 km north of the Powell River deepwater port facilities and 145 km northwest of Vancouver, the Okeover property comprises 12 mining claims totaling 4,613 hectares (11,399 acres), fully licensed for exploration scheduled for fall 2022.
    • Indata Project (Alpha) Located in north-central British Columbia, on the east side of Lake Albert, a 2-hour drive from the community of Fort St. James, the Indata property consists of 16 mining claims totaling 3,189 hectares. Four zones of copper mineralization have been discovered at Indata, and historical drilling includes 148 meters grading 0.20% Cu, including 24.1 meters grading 0.37% Cu in hole 98-I- 4. Alpha is currently conducting a $1,000,000 drill exploration program on the Indata project, which is expected to be completed in the fourth quarter of 2022.
  • The combined entity will be well capitalized to increase the value of its enhanced project portfolio, supported by its strong management team and board of directors.

Darryl Jones, CEO of Alpha Copper, said, “We believe the addition of CAVU and its Star and Hopper assets to Alpha’s significant portfolio of projects in British Columbia will be highly accretive for shareholders of Alpha and CAVU. With current interest in copper assets, both for traditional uses and to support growing demand for battery metals, Alpha will aggressively pursue all four assets. We look forward to working with the excellent team at CAVU throughout this transaction, and look forward to maximizing the potential of a strong portfolio of high-value assets upon completion.

Dr. Jacob Verbaas, CEO of CAVU, said, “CAVU is delighted to complete this proposed transaction, which represents a significant premium to CAVU’s market price. We believe Alpha’s regional focus, financing capabilities and exploration capacity, combined with CAVU’s strong project portfolio of mature exploration assets and technical expertise, create a mutually beneficial scenario. at CAVU and Alpha. Additionally, we believe this proposed arrangement will allow our highly prospective Star and Hopper properties to reach their full potential.

Details of the proposed transaction

Alpha proposes to issue 0.7 Alpha shares for each CAVU share (the “Exchange Ratio”). The counterparty values ​​CAVU at approximately $0.33 per share, which represents a premium of approximately 60.67% for CAVU shareholders, based on each company’s 20-day VWAP at the close of trading on August 17. 2022. Upon closing of the transaction, CAVU shareholders will own approximately 30% of Alpha’s shares on an outstanding basis.

In addition, CAVU is expected to nominate a candidate for the Alpha Board of Directors, and CAVU CEO Dr. Jaap Verbaas and Vice President of Exploration Dr. Luke Bickerton will assume operational roles. with Alpha.

The letter of intent for the proposed transaction includes customary terms, including an exclusivity period ending October 31, 2022. The final structure of the proposed transaction will be determined by the parties, based on tax considerations, securities and corporate law, and will be governed by the terms of a final and binding agreement governing the proposed transaction. Completion of the proposed transaction is subject to, among other conditions, satisfactory completion of due diligence, support of major shareholder votes, shareholder approval and conditional stock exchange approval. Canadian. Alpha and CAVU expect to work toward a definitive agreement by September 30, 2022.

It is intended that all securities to be issued pursuant to the Arrangement will be offered and issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933 provided in Section 3(a)( 10) of it. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

QP statement
Technical information related to results produced by CAVU in this press release has been approved by Roger Hulstein, P.Geo, a Qualified Person for CAVU as defined by National Instrument 43-101.

The technical information relating to Alpha and its projects has been reviewed and approved by Mr. JW Morton, P. Geo., who is the qualified person in the context of National Instrument 43-101 and assumes responsibility for its technical content.

About Alpha Copper Corp.

Alpha Copper is focused on contributing to the green economy by finding and developing copper resource assets in stable jurisdictions. The company is positioned to acquire a 60% interest in the Indata copper-gold project located in north-central British Columbia and a 100% interest in the Okeover copper-molybdenum project located near the coastal community of Powell River, British Columbia. For more information, visit: https://alphacopper.com/.

About CAVU Energy Metals Corp.

CAVU Energy Metals Corp. is a mining company engaged in the acquisition, exploration and development of mining projects containing metals used in green technologies and the renewable energy sector. The Company is currently focused on exploring its Hopper Copper-Gold Project in the Yukon and recently acquired the Star Copper-Gold Porphyry Project in British Columbia. For more information, visit www.cavuenergymetals.com.

On behalf of the Alpha Board of Directors,
Daryl Jones
CEO, President and Director
Alpha Copper Corp.

On behalf of the CAVU Board of Directors,
Dr. Jaap Verbaas, geo.
CEO and director
CAVU Energy Metals Corp.

Contact Alpha and CAVU
Invictus Investor Relations
+1 (604) 343-8661
[email protected]

Forward-looking statements

Investors are advised that the proposed transaction remains subject to due diligence and a number of approval requirements; therefore, there can be no assurance that the proposed transaction will be completed on the basis set forth herein, or at all.

Certain statements (“forward-looking statements”) in this press release contain forward-looking information regarding Alpha and/or Cavu, the proposed transaction, and their respective expected results and developments, operations in future periods, planned exploration and development. of properties, plans related to its business and other matters that may arise in the future, as of the date of this press release. Forward-looking statements may include, but are not limited to, statements regarding the completion of Alpha’s acquisition of Cavu. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors, which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. These factors include, among others, risks relating to the actual results and timing of exploration and development activities; actual results and timing of mining activities; actual results and timing of environmental service activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of copper, gold, molybdenum and other commodities; possible variations in mineable resources, grade or recovery rates; failure of plant, equipment or processes to perform as intended; accidents, labor disputes and other hazards of the mining industry; First Nations rights and title; continued capitalization and commercial viability; global economic conditions; competition; and delays in obtaining government approvals or funding or in completing development activities. Forward-looking statements are based on certain assumptions that management believes to be reasonable at the time they are made. In making the forward-looking statements included in this press release, Alpha and Cavu have each applied several important assumptions, including, but not limited to, that the proposed exploration and development will proceed as planned and that market fundamentals will result in sustained copper production, gold, demand and molybdenum prices. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Alpha and Cavu expressly disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Information about each company
The information contained in this press release regarding Alpha has been provided by Alpha and is its responsibility. For further information on Alpha, please see Alpha’s filings with Canadian securities regulators under its issuer profile on SEDAR. The information contained in this Cavu press release has been provided by Cavu and is its responsibility. For further information on Cavu, please see Cavu’s filings with Canadian securities regulators under its issuer profile on SEDAR.