Vancouver, British Columbia--(Newsfile Corp. - February 6, 2018) - Forum Uranium Corp. ( TSXV : FDC ) ( " Forum " ) and Transition Metals Corp. ( TSXV: XTM) ( " Transition " ) , collectively ("the P arties") are pleased to announce that the Parties have entered into a definitive agreement (the "Agreement") whereby Forum has optioned a 100% interest in the Janice Lake Sedimentary Copper Property (the "Property"), in north-central Saskatchewan. The Janice Lake Property is located 55 kilometres southeast of the Key Lake uranium processing facility in close proximity to several of Forum's core uranium exploration projects (Figure 1).
Rick Mazur, President and CEO of Forum stated, " We see Janice as a strategically positioned opportunity to diversify our exposure beyond uranium to include copper . W e believe significant demand for copper will result as transformative changes to metals market s unfold due to new reliance on energy metals. With an exceptional portfolio of drill ready projects in the Athabasca Basin, our commitment to uranium remains while markets come back into balance. "
Scott McLean, President and CEO of Transition Metals, added, "Transition views the opportunity at Janice to be one of the best exploration stage sedimentary copper projects in North America. We are pleased to partner with Forum, wh ich has operational capacity and depth of expertise in Saskatch e wan to move this project forward."
The terms of the transaction as specified in the Agreement are summarized as follows:
Forum can earn a 100% interest by providing Transition with staged cash payments over 4 years totaling $250,000 ($25,000 upon signing), issuing Transition 8,000,000 Forum common shares and completing $250,000 of work expenditures, or payment in lieu thereof within 6 months of the signing of the Agreement.
Of the total shares issued, 2,000,000 will be provided directly to Transition and the remaining 6,000,000 shares shall be placed in escrow (the "Escrowed Shares"). 1,000,000 Escrowed Shares shall be released to Transition every 6 months.
Forum will have a one-time opportunity to return the property within the first 6 months of the Agreement and demand the return of the Escrowed Shares.
Transition shall retain a 2% Net Smelter Return royalty (NSR). Forum shall have the option to repurchase 0.75% of this NSR any time prior to Commercial Production for $1,500,000. Transition shall also be entitled to extraordinary payments of $1,000,000 on completion of a Feasibility Study on the Property and $5,000,000 due within 12 months of the Property achieving Commercial Production.
The Parties shall enter into a Shareholder Rights Agreement which will include among other things, the right for Forum to place any Forum common shares that Transition wishes to sell, a pre-emptive right for Transition to maintain its interest through participation in subsequent Forum financings and a voting support agreement whereby Transition will vote with the Management at any Forum shareholder meetings.
The Agreement is subject to regulatory approval, including approval of the TSX Venture Exchange.