The Acquisition was completed pursuant to a share purchase agreement dated March 6, 2024, as amended (the "SPA") among the Company, PURC, each of the shareholders of PURC (the "Vendors"), and UA92 (Pty) Ltd. ("UA92"), a wholly-owned subsidiary of PURC. Upon closing, in consideration for all of the outstanding shares of PURC, Gold Digger issued a total of 13,300,000 common shares (the "Consideration Shares") to the Vendors, at a deemed price of $0.40 per share. The Consideration Shares are subject to contractual resale restrictions in accordance with which one-sixth of the Consideration Shares will be released from lock-up on the later of: (i) six months from the closing date; and (ii) the filing date of a Form 51-102F4 - Business Acquisition Report ("BAR") in respect of the Acquisition. Further, one-sixth of the remaining Consideration Shares will be released from lock-up every six months thereafter over a thirty-six month period.
In connection with the Acquisition, the directors of the Company appointed Arnold Brand, a nominee of PURC, to the board. Please see the Company's news release dated June 13, 2023 for a summary of Arno's bio. Management of the Company remains unchanged. Additionally, each of the Vendors entered into voting support agreements pursuant to which the Vendors agreed to approve the appointment of all directors nominated by management of the Company at any shareholders meeting held within 12 months of closing.
Within 75 days following the closing, the Company will file a BAR, which will include details of the Acquisition and audited financial statements for PURC. Additionally, concurrently with closing the Company has filed a NI 43-101 technical report on the UA92 Project titled "Technical Report on the UA92 Prospecting Licenses, Central District, Botswana" with an effective date of December 21, 2024, which is available on SEDAR+ under the Company's profile at www.sedarplus.ca.
About the UA92 Project
The UA92 Project is a uranium project consisting of seven prospecting licenses totaling approximately 4,828 km2 located in central Botswana. The UA92 Project is accessible through the towns of Orapa and Francistown and can be operated year-round without seasonal influence.
Geologically, the targeted uranium mineralization at the UA92 Project is hosted within shallow, flat to shallow dipping sedimentary rocks of the Karoo Super Group. These Permian to Jurassic aged sediments were deposited in a shallow, broad, westerly dipping basin, generated during rifting of the African continent. Mineralization typically occurs as stratabound and disseminated pitchblende and coffinite in permeable sandstone as a result of oxidized fluids intersecting reduced basin lithologies. Deposit styles can be subdivided into roll front, tabular, basal channel and tectonic-lithological type. Uranium can be recovered using conventional hydrometallurgical techniques through either acid or alkaline leaching.
Technical Information
Technical information contained in this news release has been reviewed by Rory Kutluoglu P.Geo., a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
About Gold Digger Resources Inc.
Gold Digger Resources Inc. is an early-stage mineral resource exploration company. The Company's material property is currently the Regnault Project, consisting of 71 contiguous mineral claims covering an area of approximately 3,678 Ha located north-northeast of Chibougamau in the Province of Québec. The Company also holds, indirectly through its subsidiary, a 100% interest, in a mineral property comprised of several prospecting licenses in the Republic of Botswana.