news-releases-2018 Archives - Yorbeau Resources

Yorbeau closes private placement

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MONTREALDec. 21, 2018 - Yorbeau Resources Inc. (TSX: YRB) (the "Company" or "Yorbeau") is pleased to announce that it has completed a private placement (the "Private Placement") by issuing 18,410,000 Class A common shares at a price of $0.05 per share for gross proceeds of $920,500.00. The Company paid a finder's fee and a brokerage commission totaling 7% with respect to a portion of the Private Placement representing $750,000.00.

The Company will use the proceeds raised from the issue of the flow-through Class A common shares to incur Canadian exploration expenses on its properties.

Three insiders subscribed for a total of 1,450,000 Class A common shares having an aggregate subscription price of $72,500.00. As insiders of the Company participated in the Private Placement, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as neither the fair market value of the Class A common shares distributed to, nor the consideration received from, interested parties exceeded 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days prior to the closing of the Private Placement as participation of the insiders had not been confirmed at that time.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

About Yorbeau Resources Inc.

The Rouyn Property, wholly-owned by the Company, contains four known gold deposits in the 6-km-long Augmitto-Astoria corridor situated on the western portion of the property. Two of the four deposits, Astoria and Augmitto, benefit from substantial underground infrastructure and have been the subject of technical reports that include resource estimates and that were filed in accordance with Regulation 43‑101 – Standards of Disclosure for Mineral Projects. In 2015, the Company expanded its exploration property portfolio by acquiring strategic base metal properties in prospective areas of the Abitibi Belt of Quebec and Ontario that feature an infrastructure favourable for mining development. The newly acquired base metal properties include the Scott Project, which bears important mineral resources (see the press release dated March 30, 2017) and on which a positive Preliminary Economic Assessment was recently completed.

For additional information on the Company, consult its website at www.yorbeauresources.com.

For further information, please contact:

Gérald Riverin, PhD, P. Geo
President, Yorbeau Resources Inc.
Yorbeau Resources Inc.
griverin@yorbeauresources.com
Tel: 819-279-1336

G. Bodnar Jr.
Vice-President, Chief Financial Officer
Yorbeau Resources Inc.
gbodnar@yorbeauresources.com
Tel: 514-384-2202

Toll free in North America: 1-855-384-2202

Forward-looking statements: Except for statement of historical fact, all statements in this news release, including, without limitation, statements regarding the use of proceeds of the Private Placement are forward-looking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.

Yorbeau announces approval by its shareholders of the potential sale of the Rouyn Property under the option granted to IAMGOLD Corporation

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MONTREALDec. 19, 2018 - Yorbeau Resources Inc. (TSX: YRB) ("Yorbeau" or the "Company") is pleased to announce that, at the special meeting of shareholders held today, it has received the approval of its Class A common shareholders for the potential sale of a 100% interest in Yorbeau's Rouyn property upon the exercise of an option to purchase such interest granted by Yorbeau to IAMGOLD Corporation ("IAMGOLD").

A definitive option agreement granting such option was signed by Yorbeau and IAMGOLD on December 14, 2018, as previously announced in the Company's press release dated December 17, 2018.

The first cash payment from IAMGOLD to Yorbeau in the amount of $1,000,000 is expected to be made by December 21, 2018, as of which the option will become effective.

About Yorbeau Resources Inc.

The Rouyn Property, wholly-owned by the Company, contains four known gold deposits in the 6‑km‑long Augmitto-Astoria corridor situated on the western portion of the property. Two of the four deposits, Astoria and Augmitto, benefit from substantial underground infrastructure and have been the subject of technical reports that include resource estimates and that were filed in accordance with Regulation 43-101. In 2015, the Company expanded its exploration property portfolio by acquiring strategic base metal properties in prospective areas of the Abitibi Belt of Quebec and Ontario that feature an infrastructure favourable for mining development. The newly acquired base metal properties include the Scott Project, which bears important mineral resources (see the press release dated March 30, 2017) and on which a positive Preliminary Economic Assessment was recently completed.

For additional information on the Company, consult its website at www.yorbeauresources.com.

For further information, please contact:

Gérald Riverin, PhD, P. Geo
President, Yorbeau Resources Inc.
Yorbeau Resources Inc.
griverin@yorbeauresources.com
Tel: 819-279-1336

G. Bodnar Jr.
Vice-President, Chief Financial Officer
Yorbeau Resources Inc.
gbodnar@yorbeauresources.com
Tel: 514-384-2202

Toll free in North America: 1-855-384-2202

Forward-looking statements: Except for statement of historical fact, all statements in this news release, without limitation, regarding the option agreement and payments and exploration expenditures thereunder, the approval of the option agreement by the shareholders, and future plans and objectives are forwardlooking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and the option agreement remains subject to shareholder approval; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.

 

Yorbeau and IAMGOLD sign definitive option agreement for the Rouyn property

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Montreal, December 17, 2018 - Yorbeau Resources Inc. (TSX: YRB) (the “Company” or “Yorbeau”) is pleased to announce that it has signed a definitive option agreement with IAMGOLD Corporation (“IAMGOLD”), whereby IAMGOLD has an option to acquire a 100% interest in Yorbeau’s Rouyn property (the “Property”) in Quebec, Canada.

The definitive option agreement provides that, subject to certain conditions, IAMGOLD would make certain cash payments and incur exploration expenditures towards an option to purchase a 100% interest in the Property. In order to earn the purchase option, IAMGOLD must:

    1. make an initial cash payment to Yorbeau on the effective date of the definitive option agreement (the “Effective Date”) of an amount of C$1 million;
    2. fund and incur C$9 million of exploration expenditures in a period of up to 48 calendar months following the Effective Date (the “Expenditure Period”), including minimum exploration expenditures in each 12month period of the Expenditure Period and at least 20,000 meters of diamond drilling within a 24-month period following the later of the Effective Date or the date all requisite governmental approvals or consents for the drilling program shall have been obtained;
    3. make interim cash payments to Yorbeau during the Expenditure Period of an aggregate amount of C$3 million;
    4. complete a resource estimate for the Property in accordance with IAMGOLD’s standard estimation and reporting practices subject to detailed technical parameters agreed to between IAMGOLD and Yorbeau; and
    5. make a final cash payment to Yorbeau, in three instalments over up to a two-year period following the Expenditure Period, in an aggregate amount equal to the lesser of (a) an amount calculated by multiplying the total number of ounces of gold identified in the resource estimate by C$15.00 and (b) C$30 million.

In addition to the final cash payment, Yorbeau will be issued and granted by IAMGOLD , at the time of exercise of the option,  a 2% net smelter royalty on any minerals produced from the Property. IAMGOLD will be the operator and project manager of the Property during the option period with Yorbeau to have representation on an advisory committee which will make recommendations on the work program.

The definitive option agreement remains subject to approval by the shareholders of Yorbeau, which will be sought at a special meeting to be held on December 19, 2018, as previously announced in the Company’s press release dated November 27, 2018.

Company president Gérald Riverin stated: “Company management is highly enthusiastic to partner with IAMGOLD to advance the Rouyn project with the intention of realizing value for all project stakeholders. IAMGOLD is a well-established gold producer in the area with an operating gold mill located within 40 kilometers from the Rouyn property. The potential synergies with the project are therefore evident and signing the definitive option agreement marks a significant milestone for Yorbeau and the Rouyn project. We are looking forward to working with IAMGOLD to initiate a major drilling program with the objective of converting well established exploration potential into mineral resources.

About Yorbeau Resources Inc.

The Rouyn Property, wholly-owned by the Company, contains four known gold deposits in the 6kmlong Augmitto-Astoria corridor situated on the western portion of the property. Two of the four deposits, Astoria and Augmitto, benefit from substantial underground infrastructure and have been the subject of technical reports that include resource estimates and that were filed in accordance with Regulation 43-101. In 2015, the Company expanded its exploration property portfolio by acquiring strategic base metal properties in prospective areas of the Abitibi Belt of Quebec and Ontario that feature an infrastructure favourable for mining development. The newly acquired base metal properties include the Scott Project, which bears important mineral resources (see the press release dated March 30, 2017) and on which a positive Preliminary Economic Assessment was recently completed.

For additional information on the Company, consult its website at www.yorbeauresources.com.

For further information, please contact:

Gérald Riverin, PhD, P. Geo
President, Yorbeau Resources Inc.
Yorbeau Resources Inc.
griverin@yorbeauresources.com
Tel: 819-279-1336

G. Bodnar Jr.
Vice-President, Chief Financial Officer
Yorbeau Resources Inc.
gbodnar@yorbeauresources.com
Tel: 514-384-2202

Toll free in North America: 1-855-384-2202

Forward-looking statements: Except for statement of historical fact, all statements in this news release, without limitation, regarding the option agreement and payments and exploration expenditures thereunder, the approval of the option agreement by the shareholders, and future plans and objectives are forwardlooking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and the option agreement remains subject to shareholder approval; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.

Yorbeau announces filing of Meeting Materials for upcoming special meeting of Shareholders

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MONTREALNov. 27, 2018 - Yorbeau Resources Inc. (TSX: YRB) (the "Company" or "Yorbeau") announces today that further to its press release dated October 25, 2018, the Company mailed its management information circular (the "Circular") and related voting materials (collectively, the "Meeting Materials") on November 21, 2018 to shareholders of record as of November 12, 2018 (the "Shareholders") in connection with the upcoming special meeting of the Shareholders of Yorbeau (the "Meeting"). The Meeting is to be held on December 19, 2018 at 10:00 a.m. (Montreal time) at the offices of the Company located at 110 Crémazie Boulevard West, Suite 430, Montreal, Quebec H2P 1B9. The Meeting Materials have also been filed under the Company's profile on SEDAR and are available at www.sedar.com.

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to adopt a special resolution (the "Special Resolution") approving the sale of a 100% interest in Yorbeau's Rouyn property (the "Transaction") upon the exercise of an option to purchase such interest to be granted by Yorbeau to IAMGOLD Corporation ("IAMGOLD"), or one of its affiliates, substantially in accordance with the terms and conditions set forth in the letter of intent signed by Yorbeau and IAMGOLD on October 24, 2018. In order to be effective, the Special Resolution must be approved by at least two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting.

The Board of Directors, after careful consideration, recommends that Shareholders vote FOR the Special Resolution, on the basis that the Transaction is in the best interest of the Company.

In reaching its determination that the Transaction is in the best interest of the Company, the Board of Directors and management of the Company considered and evaluated, among other things, the following:

  • The Company has invested considerable amounts of money in the Rouyn property, including over $21 million since 2006. In spite of exploration successes, including the discovery of the Gamble Lake deposit, the market capitalization of the Company has not increased proportionally;
  • With its existing mineral resources and substantial underground mining infrastructure in place, the Rouyn property has reached an advanced maturity stage; and
  • The next phases of work would involve deep exploration drilling, at least preliminary engineering studies, and possibly eventual underground development to pursue exploration at depth, and such future work would require enormous amounts of funding that are beyond the realms of possibility for most junior exploration companies such as Yorbeau.

Management and the Board of Directors are of the view that the Transaction with IAMGOLD is ultimately accretive to Shareholders' value, unlocks long-term value with no further investment on the part of Yorbeau and aligns Yorbeau with a solid player in the industry.

Shareholders are encouraged to carefully read the Meeting Materials, including the Circular, as they contain important information regarding the Transaction, including, among other things, the reasons for the above recommendation, risks associated with the Transaction, the requirements for the Transaction to become effective, voting procedures at the Meeting and other related matters.

Consummation of the Transaction remains subject to conditions, including completion of due diligence to IAMGOLD's satisfaction, the negotiation and finalization of a satisfactory definitive agreement and the approval of the Shareholders being sought at the Meeting.

About Yorbeau Resources Inc.

The Rouyn Property, wholly-owned by the Company, contains four known gold deposits in the 6-km-long Augmitto-Astoria corridor situated on the western portion of the property. Two of the four deposits, Astoria and Augmitto, benefit from substantial underground infrastructure and have been the subject of technical reports that include resource estimates and that were filed in accordance with Regulation 43‑101. In 2015, the Company expanded its exploration property portfolio by acquiring strategic base metal properties in prospective areas of the Abitibi Belt of Quebec and Ontario that feature an infrastructure favourable for mining development. The newly acquired base metal properties include the Scott Project, which bears important mineral resources (see the press release dated March 30, 2017) and on which a positive Preliminary Economic Assessment was recently completed.

For additional information on the Company, consult its website at www.yorbeauresources.com.

Forward-looking statements: Except for statement of historical fact, all statements in this news release, including, without limitation, statements relating to the Transaction with IAMGOLD, proceeds to be received by Yorbeau from the Transaction, the terms and conditions of the Transaction and the impact of the Transaction on the Company, are forward-looking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.

For further information:

Gérald Riverin, PhD, P. Geo
President
Yorbeau Resources Inc.
griverin@yorbeauresources.com
Tel: 819-279-1336

G. Bodnar Jr.
Vice-President
Yorbeau Resources Inc.
gbodnar@yorbeauresources.com
Tel: 514-384-2202
Toll free in North America: 1-855-384-2202

Yorbeau and IAMGOLD Sign Letter of Intent for the Rouyn Property

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MONTREAL, Oct. 25, 2018 - Yorbeau Resources Inc. (TSX: YRB) (the "Company" or "Yorbeau") is pleased to announce that it has signed a non-binding letter of intent ("LOI") with IAMGOLD Corporation ("IAMGOLD") with respect to an option to acquire a 100% interest in Yorbeau's Rouyn property ("Property") in Quebec, Canada.

The LOI outlines what would be mutually acceptable principal terms for a definitive option agreement under which, subject to certain conditions, IAMGOLD would make certain cash payments and incur exploration expenditures towards an option to purchase a 100% interest in the Property. In order to earn the purchase option, IAMGOLD must:

  1. make an initial cash payment to Yorbeau on the effective date of the option agreement (the "Effective Date") of an amount of C$1 million;
  2. fund and incur C$9 million of exploration expenditures in a period of up to forty-eight (48) calendar months following the Effective Date (the "Expenditure Period"), including minimum exploration expenditures in each 12‑month period of the Expenditure Period and at least 20,000 meters of diamond drilling within a twenty-four (24) month period following the later of the Effective Date or the date all requiste governmental approvals or consents for the drilling program shall have been obtained;
  3. make interim cash payments to Yorbeau during the Expenditure Period of an aggregate amount of C$3 million;
  4. complete a resource estimate for the Property in accordance with IAMGOLD's standard estimation and reporting practices subject to detailed technical parameters to be agreed between IAMGOLD and Yorbeau in the definitive option agreement; and
  5. make a final cash payment to Yorbeau, in three instalments over up to a two-year period following the Expenditure Period, in an aggregate amount equal to the lesser of (a) an amount calculated by multiplying the total number of ounces of gold identified in the resource estimate by C$15.00 and (b) C$30 million.

In addition to the final cash payment, Yorbeau will retain a 2% net smelter royalty on minerals produced from the Property. IAMGOLD will be the operator and project manager of the Property during the option period with Yorbeau to have representation on a technical committee which will oversee the work program.

The letter of intent is non-binding and subject to conditions, including completion of due diligence to IAMGOLD's satisfaction, the negotiation and finalization of a satisfactory definitive agreement and the approval of the shareholders of Yorbeau which will be sought at a special meeting to be convened for such purposes.

Gérald Riverin, President of Yorbeau, stated: "Yorbeau is highly enthusiastic to partner with IAMGOLD, a major gold producer with ongoing mining operations in the vicinity of the Rouyn property. Signing the letter of intent marks a significant milestone for Yorbeau and the Rouyn project. We look forward to collaborating with IAMGOLD to finalize the definitive option agreement and advance the project with the intention of realizing value for all stakeholders."

About Yorbeau Resources Inc.

The Rouyn Property, wholly-owned by the Company, contains four known gold deposits in the 6-km-long Augmitto-Astoria corridor situated on the western portion of the property. Two of the four deposits, Astoria and Augmitto, have substantial underground infrastructure and have been the subject of Regulation 43-101 technical reports that include resource estimates. In 2015, the Company expanded its exploration property portfolio by acquiring strategic base metal properties in prospective areas of the Abitibi Belt of Quebec and Ontario that feature an infrastructure favourable for mining development. The newly acquired base metal properties include the Scott Project, which bears important mineral resources (see the press release dated March 30, 2017) and on which a positive Preliminary Economic Assessment was recently completed.

Forward-looking statements: Except for statement of historical fact, all statements in this news release, without limitation, statements relating to the proposed transaction with IAMGOLD, proceeds to be received by Yorbeau from the transaction, the terms and conditions of the transaction and the impact of the transaction on the Company, are forward-looking statements which involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Yorbeau disclaims any obligation to update such forward-looking statements, other than as required by applicable securities laws.

For further information:

Gérald Riverin, PhD, P. Geo
President
Yorbeau Resources Inc.
griverin@yorbeauresources.com
Tel: 819-279-1336

G. Bodnar Jr.
Vice-President
Yorbeau Resources Inc.
gbodnar@yorbeauresources.com
Tel: 514-384-2202
Toll free in North America: 1-855-384-2202