Vancouver, Canada –– Teuton Resources Corp. (“Teuton” or “the Company”) (“TUO”-TSX-V) (“TFE”- Frankfurt) is planning a spin-out of its mineral property assets located south of the Sulphurets Hydrothermal System (“SHS”) in the Golden Triangle region of northwestern British Columbia. These assets include, among others, the Big Gold, Eskay Rift, Tennyson, Pearson, Leduc Silver, Four J’s and Harry properties. Properties presently under option, such as the Harry, will be assigned Teuton’s interest in the option, the rest are all 100% owned by the Company.
The spin-out will proceed in two phases: in the first phase, the tax implications of the spin-out will be studied to determine the most efficacious method of transferring the assets. Once a favourable tax assessment is received from the Company’s tax advisor, the spin-out will advance to a formal second phase. Phase two will entail a share capital reorganization effected through a statutory plan of arrangement (the “Arrangement”). Under the Arrangement, Teuton will transfer the defined assets to a wholly-owned subsidiary as yet unnamed (for the purposes of this news release — “Company X”). Shares in Company X will then be distributed to Teuton’s shareholders pro rata their interest in Teuton under a formula yet to be determined. The spinout transaction will be effected pursuant to the arrangement provisions of the Business Corporations Act (British Columbia) and must be approved by the Supreme Court of British Columbia and by the affirmative vote of two-thirds (2/3) of Teuton’s shareholders in attendance at a shareholders’ meeting. The transaction and the listing of Company X will also be subject to the approval of the TSX Venture Exchange.
Upon completion of the Arrangement, Teuton’s shareholders will own shares in two public companies. Teuton will issue a comprehensive news release at the beginning of the second phase which will outline all of the steps that must be taken to complete the spin-out.
Additional assets which may be transferred to Company X such as cash, securities or land, will be determined by the tax review to be conducted in the first phase. The number of Company X shares to be assigned to shareholders of Teuton, is yet to be determined but will be based on a pro rata amount according to their holdings at the time of the transaction.
The properties that will be transferred to Company X are considered prospective for the discovery of copper or copper-gold deposits. They lie south of the giant and supergiant porphyry copper-gold deposits of the Sulphurets Hydrothermal System including the Goldstorm, Iron Cap, Mitchell, East Mitchell, Sulphurets and Kerr; one of the largest undeveloped concentrations of copper and gold in world. These deposits, all owned by Seabridge Gold except for the Goldstorm which is owned by Tudor Gold, American Creek and Teuton Resources, lie along a southerly trending chain termed “the String of Pearls” and are generally associated with a prominent, north-south trending thrust fault. The southernmost properties to be allocated to Company X, the Leduc Silver and Pearson claims, are situated in close proximity to the past producing, high-grade underground Granduc copper mine. Granduc is part of a Besshi-type volcanogenic massive sulfide (VMS) system and produced nearly 420 million pounds of copper from about 15.5 million tonnes of ore. Remaining Measured plus Indicated Resources totaling 11.32 million tonnes (Mt) grading 1.47% copper; additional Inferred Resources total 30.5 Mt grading 1.4% Cu (2013, Morrison & McKinnon, Preliminary Economic Assessment).
On the nearby Pearson property, an Aerotem III airborne geophysical survey conducted in 2010 identified a 2+ km long EM conductor associated with 8 magnetic anomalies, a geophysical signal consistent with Besshi-type VMS systems. This conductor has not yet been drill tested.
An additional airborne ZTEM survey commissioned by Teuton in 2018 was completed by Geotech over part of the proposed Company X property package and showed several, very strong anomalies, none of which have yet been drill tested. Geotech commented:
“The 3D ZTEM inversion results reveal the presence of numerous conductive anomalous features characterized by lower resistivity values by contrast to the host rocks. Most of these conductors are linear in shape and are striking in various directions. Among them, a number are selected for copper-gold targeting purposes and these are labelled with the letter “Z”. These targets are mostly occurring in the southern and south-eastern parts of the Pearson block and in the central part of the Tennyson block. Those highlighted within the Pearson block are striking in two preferred directions (NE and NW) and those highlighted within the Tennyson block are generally striking in the NW direction. Most of the identified conductors are occurring along inferred faults and are suggested to be linked to hydrothermal alteration zones or systems that may host or control porphyry copper-gold mineralization typical to the one observed at the Tennyson Deposit Area.
Additionally to fault control, the identified conductors within the Pearson block seem to be affected, shifted and/or bound by NW striking fault system. Some of them are associated with zones of magnetic low, which makes them good candidates for zones of intense alteration and demagnetization. Moreover, there are at least 2 circular features labelled with the letter “P” consistent with porphyry/stockwork structures. In general, these circular features exhibit a resistive core surrounded by a moderately conductive ring. The resistive core is suggested to represent a link to porphyry/stockwork intrusion, whereas the surrounding conductive ring is suggested to be related to phyllic/argillic/propyllitic alteration zone (Sillitoe, 2003; 2010). They are coinciding with zones of magnetic low (demagnetization?) with moderately magnetic core. Therefore, these targets are regarded as potential candidates for porphyry style precious and base metal mineralization typical to known porphyry deposits occurring in north-western BC such as Mt-Milligan (Oldenburg et al., 1997), Babine Lake and Morrison (Witherly and Sattel, 2012). One of these targets, P1 is suggested in the northern part of the Pearson block and the second one, P2 is suggested in the south-eastern part of the Tennyson block.”
Once the Company X spin-out is complete, Teuton Resources provisionally plans another spin-out, this time of its properties located east and southeast of Stewart. The lead property in this group is the Clone, which hosts shear-controlled gold, and gold-cobalt mineralization.
Dino Cremonese, P. Eng., commented as follows: “A spin-out of our non-Treaty Creek assets has been contemplated by the Company for some time. Originally, we considered putting all of these into one company, but after reflection it seemed more logical to divide the spin-out assets into two separate groups. The ones going into Company X are mostly copper and copper-gold and it makes sense to keep all of them in a single unit, especially now that copper has been declared a critical metal. As for the remaining properties east and southeast of Stewart, we intend to monitor the progress of exploration on Goliath Resources’ neighbouring Golddigger property and the gold and silver properties of Dolly Varden before deciding how to divest these.“
OTC QB Listing Application
Teuton intends to apply for a listing on the OTC Markets, “QB” level, a U.S. trading platform operated by the OTC Markets Group in New York, subject to the approval of the OTCQB and the satisfaction of applicable listing requirements. The Company intends to submit its Form 211 to the Financial Industry Regulatory Authority (“FINRA”) which, if accepted, will qualify the Company’s shares to trade in the U.S. on the OTC market. The Company will also apply to the Depository Trust Company (“DTC”) for DTC eligibility which would greatly simplify the process of trading the Company’s common shares.
The OTCQB is the premiere marketplace for early stage and developing U.S. and international companies that are committed to providing a high-quality trading and information experience for their U.S. investors. Companies must be current in their financial reporting to undergo an annual verification and management certification process, including meeting a minimum bid price and other financial conditions. The OTCQB quality standards provide a strong baseline of transparency as well as the technology and regulation to improve the information and trading experience for investors. The OTCQB is recognized by the Securities and Exchange Commission as an established public market providing public information for analysis and value of securities. Investors can find real-time quote and market information for the Company, once listed, at https://www.otcmarkets.com.
The Company believes that trading on the OTCQB will provide additional liquidity and increase its visibility within the U.S. capital markets. Teuton Resources will continue to trade on the TSX Venture Exchange under its symbol “TUO”.
Former director, Robert Gardner, has agreed to join Teuton’s advisory board as its first member for a six month term. Mr. Gardner will not be paid for his services but will retain the stock options he received while a director. Robert served as treasurer for Telus Corp. for a number of years and is conversant with capital re-organizations.
Teuton owns interests in more than thirty properties in the prolific “Golden Triangle” area of northwest British Columbia and was one of the first companies to adopt what has since become known as the “prospect generator” model. This model minimizes share equity dilution while at the same time maximizing opportunity. Earnings provided from option payments (received in cash and often also in shares of the optionee companies), has provided Teuton with substantial income.
On Behalf of the Board of Directors of Teuton Resources:
“Dino Cremonese, P.Eng.”
Dino Cremonese, P. Eng.,
President and Chief Executive Officer
For further information, please visit the Company’s website at www.teuton.com or contact:
Director Corporate Development and Communications
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.
Cautionary Statements regarding Forward-Looking information
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.
All statements relating to future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.