ValOre Metals Corp. (TSX-V: VO) (OTCQB: KVLQF) (Frankfurt: KEQ0) and South Atlantic Gold Inc. (TSX-V: SAO), today announced that the companies entered into an arm’s length binding letter agreement on February 14, 2025, whereby ValOre will acquire all of the issued and outstanding common shares in the capital of South Atlantic and other securities of South Atlantic. In accordance with the terms of the LOI, ValOre will acquire the South Atlantic Shares in consideration of the issuance of an aggregate of 38,500,000 common shares in the capital of ValOre, equating to approximately CAD$2.7M (based on the closing price of ValOre Shares on February 14, 2025). The LOI contemplates that the parties will enter into a definitive agreement with respect to the Proposed Transaction on or prior to February 28, 2025.

Douglas Meirelles, President & CEO of South Atlantic, stated: “We believe the combination of our respective projects (both called Pedra Branca) will unlock significant value for all shareholders, in addition to having a positive impact on the surrounding communities. As part of Discovery Group, ValOre is uniquely positioned with both access to capital and an experienced team to advance this nearly 100,000 hectare project. I would like to thank the shareholders, board of directors, and executives that were part of this journey in South Atlantic Gold, and look forward to seeing continued progress at Pedra Branca. We encourage our shareholders to approve this transaction so that together we can advance this highly prospective precious metals district.”

Jim Paterson, ValOre Chairman and C.E.O., stated: “Bringing together these two parallel and adjacent projects is long overdue, as they share so much related to geology, infrastructure, communities, government stakeholders, project access, amenities and services. In addition, ValOre’s highly-trained local exploration team has undertaken a detailed review of the SAO license package and has identified high priority targets in known mineralized zones along this 50 km long gold belt located, literally, across the highway from our Pedra Branca palladium / platinum project.”

Figure 1: Pedra Branca PGE and Pedra Branca Au property map

(1) Independent Technical Report – Mineral Resource Update on the Pedra Branca PGE Project, Ceará State, Brazil (Effective date: March 8, 2022)
(2) NI 43-101 Technical Report – Mineral Resource Estimation for the Pedra Branca Gold Project Ceará State – Brazil (Effective date: March 16, 2021

Transaction Details

The LOI, which was approved unanimously by each of the boards of directors of ValOre and South Atlantic, is expected to be performed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), which would require the approval of a simple majority of the votes cast by South Atlantic’s shareholders at a shareholder meeting called for such purpose. The Meeting is expected to be held during the second quarter of 2025.

It is expected that certain South Atlantic Shareholders, as well as the officers and directors of South Atlantic, will enter into voting support agreements concurrently with the entering into of the Definitive Agreement whereby they agree to vote any South Atlantic Shares held by them in favour of the Proposed Transaction. In addition to South Atlantic Shareholder approval, the completion of the Proposed Transaction will be subject to the parties entering into the Definitive Agreement, court and regulatory approvals, including the approval of the TSXV, as well as other customary closing conditions. Subject to the satisfaction of such conditions, the Proposed Transaction is expected to be completed during the second quarter of 2025.

Following completion of the Proposed Transaction, it is expected that the South Atlantic Shares will no longer be listed on any public market and South Atlantic will cease to be a reporting issuer under Canadian securities laws.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) is a Canadian company with a team aiming to deploy capital and knowledge on projects which benefit from substantial prior investment by previous owners, existence of high-value mineralization on a large scale, and the possibility of adding tangible value through exploration and innovation.

ValOre is a proud member of Discovery Group www.discoverygroup.ca

About South Atlantic Gold Inc.

South Atlantic Gold is an exploration company engaged in acquiring and advancing mineral properties in the Americas.  For further information, please visit our website at www.southatlanticgold.com.