ROVER SIGNS AGREEMENT TO OPTION THE PIRENOPOLIS GOLD PROJECT, BRAZIL, AND PROPOSES CONSOLIDATION OF SHARE CAPITAL
Vancouver, British Columbia – (February 18, 2025) – Rover Critical Minerals Corp. (TSXV: ROVR) (OTC Pink: ROVMF) (FSE:4XO) (“Rover” or the “Company”) is pleased to announce corporate restructuring efforts and project updates.
Option Agreement to Acquire the Pirenopolis Gold Project
The Company is pleased to announce that it has signed an agreement with 1484902 B.C. Ltd. (“148”), an arm’s length entity, to negotiate a business transaction (the “Proposed Transaction”), currently anticipated to be completed by way of share issuance by Rover to 148 in exchange for an option agreement (the “Option Agreement”) to purchase up to a 100% ownership interest in the Pirenopolis gold project (the “Pirenopolis Gold Project”), which 148 has optioned from SOLARIS GEOLOGIA E PISQUISA MINERAL LTDA (the “Underlying Optionor”).
It is contemplated that the Proposed Transaction would constitute an expedited transaction by Rover pursuant to the policies of the Toronto Venture Exchange (the “TSXV”) on the following terms:
a) 5,000,000 common shares of Rover issued to the shareholders of 148 on a post-consolidation basis (see Share Consolidation below). The 5,000,000 common shares shall be issued to the shareholders of 148 as follows:
i. The 5,000,000 common shares shall be subject to a (3) three-year escrow; and
ii. A new control person will not be created;
b) 148 agrees to provide Rover with the option to purchase a 100% interest in the Pirenopolis Gold Project;
c) During the option period, Rover will be the operator of work programs on the Pirenopolis Gold Project;
d) In order to exercise the option Rover shall be required to pay to 148 USD$45,000 on or before April 2, 2025; and
e) The Underlying Optionor will retain a 2.0% Net Smelter Return (“NSR”) royalty on any future mineral production. Rover will have the right to purchase 50% of this NSR for USD$1,000,000.
Pirenopolis Gold Project, Brazil
The Pirenopolis Gold Project is located in the mining friendly state of Goias, Brazil. The project captures two stream catchments with highly anomalous gold within 25km of the village of Pirenopolis, a town founded by a late 1700’s gold rush. The rush ebbed prior to the coming of industrialization and dynamite and has seen very little modern exploration. The hard rock sources of the Pirenopolis and surrounding rivers alluvial gold rush has never been found. The area occurs in the same belt as the world class >11Moz Au Paracatu deposit operated by Kinross(1). The Pirenopolis Gold Project is classified as an organic type deposit and has the following distinct features being stratabound, hosted, friable calcareous schist with quartz veins and sericite alteration. Like Pirenopolis, the Paracatu deposit also sustained a late 1700’s gold rush with modern exploration leading to the source in the 1980’s. Rover hopes to repeat the same success with this project. The Pirenopolis project is a greenfields exploration project in nature. A sample obtained while taking the anomalous stream sediment sample ran 0.8g/t Au, from a quartz vein float , and is a great start to the next phase of prospecting. Government airborne geophysics shows a clear structural break cutting across the property with a potassic anomaly interpreted to be sericite. The next steps would be to soil sample that structure, and map up the creeks taking numerous quartz float samples to follow them to source. Success here from a systematic sampling and mapping program would lead to an early drill program.
The area is cattle grazing farmland, with nearby quartzite quarries, in excellent infrastructure within the power grid and is accessed by car, with Goias being the third largest mining state in Brazil. Goias has a number of operating gold mines, Serra Grande by Anglo Ashanti, Chapada (Cu/Au) by Lundin Mining, Mara Rosa by Hochschild, as examples. The company sees this opportunity as an opportunistic low cost entry point to the country of Brazil, a nation of vast mineral wealth.
Source: (1) https://s2.q4cdn.com/496390694/files/doc_financials/annual/2013/kinross-2013-annual-report.pdf
Judson Culter, CEO at Rover, states: “Buddy Doyle, is the prospecting geologist, and property generator for the Pirenopolis Gold project. Buddy has a strong record of making big discoveries, including most recently with his Brazilian gold discovery at Amarillo Gold. We’re thrilled to be working with Buddy Doyle and his Brazilian team”
Buddy Doyle
Buddy Doyle is an economic geologist with over 40 years’ experience. Mr. Doyle has been involved in multiple discoveries and mine developments for several commodities (gold, diamonds, potash, copper, lithium). He has worked at Rio Tinto and Kennecott. He has acted as CEO and VP of Exploration for a number of junior mining companies. Highlights in his career would include leading the resource expansion at the Lihir Gold project in PNG (1985-1992). The Lihir Gold project is now operated by Newmont. Lihir Gold is a >50million ounce epithermal gold mine with a geothermal component. In 1994, he led the team that discovered the Diavik diamond mine in NT, Canada. He was awarded the Hugo Dummett award for excellence in Diamond exploration by his peers in 2004. He founded Amarillo Gold Corp. a Brazil focused gold exploration and development company, where he was CEO for 13 years. The main asset at Amarillo Gold, the Mara Rosa project, was sold to the Hochschild’s for $180M in 2023. The other assets of Amarillo Gold were spun out and now trade as Lavras Gold, a >$100M company with gold exploration assets in southern Brazil. Mr. Doyle's private project generation group, Solaris, which with his partners has more than 100 years of experience in Latin America (mainly Brazil) is responsible for the generation and early development of the Pirenopolis Gold project now under option with Rover.
Share Consolidation
The Company announces that it is proceeding with a consolidation of its issued and outstanding share capital on the basis of one post-consolidated common share for every ten pre-consolidated common shares (the “Consolidation”). No fractional shares will be issued as any fractional share will be rounded to the nearest whole number.
The Consolidation is subject to final approval by the TSXV. The effective date of the Consolidation will be announced in a separate news release once the Company receives approval from the TSXV. As a result of the Consolidation, it is expected that the 71,485,402 common shares which are currently issued and outstanding, will be reduced to approximately 7,148,540 common shares, subject to rounding.
Shareholders who hold their common shares through a securities broker or other intermediary and do not have common shares registered in their name will not be required to take any measures with respect to the Consolidation. Letters of transmittal with respect to the Consolidation will be mailed shortly to all registered shareholders of the Company. All registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the pre-consolidated common shares to the Company's transfer agent, Computershare Investor Services, will receive a certificate representing the post-consolidated common shares.
Judson Culter, CEO at Rover, states: “Management and the Board at Rover believe that the Consolidation may have the effect of: (1) increasing the interest of the financial community in the Company and potentially broadening its pool of investors; (2) improving trading liquidity; and (3) reducing trading commissions and other transaction costs for shareholders.”
Appointment of Director
The Company is pleased to announce the appointment of Mr. Pieter Bakker as a director of the Company, effective February 18, 2025. Mr. Bakker has 15 years’ experience in the mineral resource industry. He has been an analyst for public and private mineral exploration and development companies, primarily focusing on projects in Canada and Southeast Asia, and has helped raise capital for junior mineral exploration companies. Mr. Bakker consults on industrial, precious and base metals mineral projects. He has focused on business advisory, corporate consulting and regulatory filings both in the United States and Canada.
Qualified Person (QP) Statement
Technical information in this news release has been reviewed and approved by David Kelsch, P.Geo., a “Qualified Person” as defined under NI 43-101 Standards of Disclosure for Mineral Projects, and an advisor to Rover.
Rover is a publicly traded junior mining company that trades on the TSXV under symbol ROVR, on the OTC Pink under symbol ROVMF, and on the FSE under the symbol 4XO. The Company has a diverse portfolio of mining resource development projects with varying exploration timelines. Its critical mineral projects include lithium. Its precious metals projects include gold. The Company is exclusive to the mining jurisdictions of the U.S. and Canada.
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Website: https://www.rovercriticalminerals.com/
ON BEHALF OF THE BOARD OF DIRECTORS
“Judson Culter”
Chief Executive Officer and Director
For further information, please contact:
Email: info@rovermetals.com
Phone: +1 (778) 754-2855
Statement Regarding Forward-Looking Information
This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause Rover's actual results, performance, achievements, or developments in the industry to differ materially from the anticipated results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. There can be no assurance that such statements prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Rover’s expectations. Rover undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates, opinions, or other factors, should change.