Yukon Territory Mining

[Lone Clone]

Yukon Metals Completes Acquisition of Yukon Properties

https://www.newsfilecorp.com/release/211205

May 30, 2024 7:12 PM EDT | Source: Yukon Metals Corp.

Vancouver, British Columbia--(Newsfile Corp. - May 30, 2024) - Yukon Metals Corp. (CSE: JKS) (the "Company" or "Yukon Metals") (formerly JKS Resources Inc.) is pleased to announce that it has completed the acquisition (the "Transaction") of the AZ, Barite Mountain, Birch, Carter Gulch, Clea, Eva, Expo, Faro North, Fox, Gem, Ketza, Nut, Pete, Risby and Talbot claims and the Venus claims and crown grants located in the Yukon (the "Properties") for a total land package of approximately 18,000 hectares. The Properties are a suite of base and precious metals focused projects in the Yukon ranging from promising new discoveries to drill ready targets.

Pursuant to the Transaction, the Company acquired all of the issued and outstanding shares of Lapie Mining Inc. ("Lapie") from 18526 Yukon Inc. (the "18526") for consideration of (1) $2,000,000 in cash, and (2) 25,000,000 common shares (the "Consideration Shares") in the capital of the Company (the "Common Shares"). The Consideration Shares are subject to the escrow policies of the Canadian Securities Exchange (the "CSE") and will be released incrementally over a 36-month period from the date of listing on the CSE. 18526 has retained a royalty equal to 2.5% of the net smelter returns in respect of each of the Properties, subject to a right of repurchase of 0.5% of each royalty at a cost of $1,000,000 per royalty, payable in gold or cash.

The Transaction constitutes a "fundamental change" pursuant to Policy 8 - Fundamental Changes and Changes of Business of the CSE. Concurrently with the closing of the Transaction (the "Closing"), the Company changed its name to Yukon Metals Corp. Trading of the Common Shares will resume under the new name and under the new ticker symbol "YMC" as of market open on June 3, 2024. The new CUSIP is 98849N108 and the new ISIN is CA98849N1087.

For further information regarding the Transaction and the Properties, readers are encouraged to review the CSE Form 2A - Listing Statement prepared by the Company in support of the Transaction, as well as the current technical report on the Expo property, copies of which are available under the Company's profile on SEDAR+ (www.sedarplus.ca).

Board of Directors and Management

Concurrently with Closing, the board of directors of the Company was reconstituted to consist of Rory Quinn, Patrick Burke, Dr. Darryl Clark, Jim Coates and Daniel Vickerman, with Mr. Burke as Chair. Rory Quinn has been appointed President and Chief Executive Officer of the Company and Denitsa Doncheva has been appointed Chief Financial Officer and Corporate Secretary of the Company.

Private Placement

Prior to completion of the Transaction, the Company completed a non-brokered private placement of (a) 24,032,417 subscription receipts (exercisable into Common Shares upon completion of the Transaction) (the "Share Subscription Receipts") at a price of $0.30 per share for gross proceeds of $7,209,725.10 and (b) 17,754,738 subscription receipts (exercisable into units upon completion of the Transaction) (the "Unit Subscription Receipts" and, collectively with the Share Subscription Receipts, the "Subscription Receipts") at a price of $0.45 per unit for gross proceeds of $7,989,632.10, for aggregate gross proceeds of $15,199,357.20 (the "Escrowed Proceeds") which were placed into escrow pending completion of the Transaction.

Immediately prior to Closing, each Share Subscription Receipt was automatically converted into one Common Share and each Unit Subscription Receipt was automatically converted into one unit (a "Unit") and the Escrowed Proceeds were released from escrow. Each Unit consists of one Common Share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share (a "Warrant Share") at a price of $0.60 until May 3, 2027. The Common Shares and the Warrants are subject to a statutory hold period of four months and one day under Canadian securities laws, expiring on September 4, 2024.

Finder's fees in the amount of $206,028.36 have been paid by the Company in connection with the private placement to certain arm's length parties.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities to be issued in connection with the Transaction, the Subscription Receipts, the Common Shares, the Warrants and the Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Grant of Stock Options

Concurrently with Closing, the Company granted an aggregate of 4,700,000 stock options to certain directors, officers and consultants of the Company. Each of the stock options will be exercisable into one Common Share at a price of $0.45 until May 30, 2029.

Early Warning Disclosure

In connection with the Transaction, 18526 has acquired ownership and control of the Consideration Shares, representing approximately 28% of the issued and outstanding Common Shares. Prior to Closing, 18526 did not hold any securities of the Company.

18526 has acquired the Consideration Shares in partial consideration for the Transaction and for investment purposes. 18526 may, from time to time, acquire or dispose of additional securities of the Company in the market, privately or otherwise. A copy of the early warning report filed by 18526 in connection with the Transaction can be obtained by contacting the Company and will be available under the Company's profile on SEDAR+ (www.sedarplus.ca).

About Yukon Metals Corp.

Yukon Metals represents a property portfolio built on over 30 years of prospecting by the Berdahl family, the prospecting team behind Snowline Gold's (SGD) portfolio of assets. The Yukon Metals portfolio consists primarily of copper-gold and silver-lead-zinc assets, with a substantial gold and silver component. The Company will be led by an experienced Board of Directors across technical, exploration and finance disciplines.

For more information about Yukon Metals, please contact:

Rory Quinn, President & CEO
Yukon Metals Corp.
Email: [e-mail]

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains certain forward-looking information, including information about the incremental release from escrow of the Consideration Shares, the resumption of trading of the Common Shares and the Company's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify the forward-looking information. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking information involves significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from those discussed or implied in the forward-looking information. Such factors include, among other things: risks and uncertainties relating to the incremental release from escrow of the Consideration Shares; the resumption of trading of the Common Shares; and other risks and uncertainties. These factors should be considered carefully and readers should not place undue reliance on the forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with the forward-looking information. The forward-looking information is made as of the date of this news release, and the Company assumes no obligation to update or revise the information to reflect new events or circumstances, except as required by law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

SOURCE: Yukon Metals Corp.