Schooner Announces Qualifying Transaction for Ponderosa Gold Property in Spences Bridge Gold Belt and Name Change to Aureus Gold Corp.

Toronto, Ontario - TheNewswire - September 1, 2020 - Schooner Capital Corp. (TSXV:SCH.P) ("Schooner" or the "Company") is pleased to announce that it has entered into a binding letter of intent, dated August 14, 2020 (the "LOI"), with 1201361 B.C. Ltd. ("Target"), which sets out the principal terms upon which Schooner will acquire all of the issued and outstanding securities of Target (the "Transaction") which controls the prospective Ponderosa Gold Property in the Spences Bridge Gold Belt of British Columbia, Canada. The Transaction will constitute an Arm's Length Transaction, as such term is defined in the policies of the TSX Venture Exchange (the "TSXV"). Schooner, after giving effect to the completion of the Transaction, is referred to in this press release as the "Resulting Issuer". On closing of the Transaction, Resulting Issuer will change its name to "Aureus Gold Corp." trading under the symbol "AUGC".


  • - Transaction creates a new TSXV listed gold exploration company, Aureus Gold Corp.

    - Experienced management team and board of directors

    - Flagship asset, Ponderosa Gold Property, in Spences Bridge Gold Belt, British Columbia

    - Schooner anticipates raising up to $2 million in concurrent financing

    - Near surface drill-ready gold targets to advance with financing

    - Transaction expected to close in mid-Q4

Transaction Summary

Schooner is a "capital pool company" that completed its initial public offering in June 2018. The common shares of Schooner (the "Shares" or "Schooner Shares") are listed for trading on the TSX Venture Exchange (the "TSXV" or the "Exchange") under the stock symbol "SCH.P". It is intended that the Transaction, when completed, will constitute the Qualifying Transaction (as such term is defined in the policies of the TSXV) of Schooner for the purposes of Policy 2.4 - Capital Pool Companies of the TSXV.

Schooner currently has 4,750,000 Shares issued and outstanding and will acquire Target for 7,147,408 Shares. In connection with the Transaction, Schooner proposes to raise up to $2 million through a Concurrent Financing (as defined herein) of Units (as defined herein) and FT Shares (as defined herein). Upon completion of the Transaction and the closing of the Concurrent Financing, the Resulting Issuer will have approximately 31,897,408 Shares issued and outstanding. See further details below under "Concurrent Financing".

The management team of the Resulting Issuer will be led by Mr. Marc G. Blythe, MBA, P. Eng as President and CEO, Ms. Winnie Wong, CPA, CA as the CFO and Corporate Secretary, and Mr. William A. Wengzynowski, P. Eng. as Exploration Manager. The current directors of Schooner will resign upon completion of the Transaction. The current directors of Schooner are graciously thanked for founding Schooner and carrying the Company to its present position. It is anticipated that the directors of the Resulting Issuer will be Mr. Marc G. Blythe, Mr. Garrett Ainsworth, Mr. Mark T. Brown, Mr. Neil Burns, and Mr. Scott Trebilcock. See further details below under "Resulting Issuer".

From and upon completion of the Transaction, the Resulting Issuer will carry on the mineral exploration business conducted by Target, with a focus on the Ponderosa Gold Property (the "Ponderosa Gold Property" or the "Property"). Schooner and Target anticipate that, on closing of the Transaction, the Resulting Issuer will meet the TSXV's initial listing requirements for a Tier 2 mining issuer. Exploration plans for the Ponderosa Gold Property will be updated on completion of the Qualifying Transaction, which will include a minimum exploration budget of $1 million and an initial drill program. See "The Ponderosa Gold Property" below for more details on the Property, including significant geological features of the project.

On closing of the Transaction, Schooner will change its name to "Aureus Gold Corp." and Target will change its name to "Ponderosa Exploration Ltd." or such other similar names as parties may direct and which is acceptable to the Exchange and other applicable regulatory authorities. It is anticipated that the common shares of the Resulting Issuer will be listed under the trading symbol "AUGC".

The LOI was negotiated at arm's length and the terms and conditions outlined in the LOI are binding on the parties, and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be negotiated between Schooner and Target and entered into on or before November 14, 2020.

About Target

Target was incorporated on March 15, 2019 under the Business Corporations Act (British Columbia) and has a head office located in North Vancouver, British Columbia. Target's controlling shareholders are Marc G. Blythe and Malaspina Mining Solutions Ltd. Target's principal business focus is the exploration and development of gold and mineral prospects in Canada. Target's business activity since incorporation has been the acquisition and exploration of mineral properties.

Target's principal property is the Ponderosa Gold Property, located in the Nicola Mining Division of British Columbia. Target has two separate option agreements covering the Ponderosa Gold Property. Target holds a 60% option on the central claim which is held, pursuant to an option agreement dated September 6, 2019 with Almadex Minerals Ltd. (TSXV: DEX) and a 100% option on three surrounding claims held jointly by Mr. Edward Balon and Mr. Wojtek Jakubowski, pursuant to an option agreement dated April 5, 2019.

The Ponderosa Gold Property, Spences Bridge Gold Belt

The Ponderosa Gold Property is located 16 km southwest of Merritt, BC, less than three hours drive from Vancouver, Canada. The Property is accessible by road via the sealed Coldwater Road from either Merritt or the Coquihalla Highway Exit 256 and then 9km by way of gravel road from the Coldwater/Patchett Road junction. The Ponderosa Gold Property is located within the unceded traditional territory of the Nlaka'pamux People.

The Ponderosa Gold Property consists of four contiguous mineral claims covering an area of 1.8 km by 2.3 km (420 hectares). The Property lies within the Spences Bridge Gold Belt which forms a northwest trending belt roughly 180 km long and up to 24 km wide. Rocks of immediate interest in the belt and underlying much of the Property comprise successions of Cretaceous subaerial and pyroclastic volcanic flows which host significant gold mineralization at Westhaven Gold Corp.'s Shovelnose project approximately 20 km southeast of the Ponderosa Gold Property.

Much of the Ponderosa Gold Property is moderately to sparsely tree covered with elevations ranging from 1,270 to 980 m above sea level. Outcrop exposures are documented across the project area confined mostly to ridges and knolls while overburden and relatively thin accumulations of glacial till prevail elsewhere. Geology across the Ponderosa Gold Property claim group is broadly divided into two Cretaceous age volcanic sequences comprising subaerial and pyroclastic volcanic flows of the Pimainus and Spius Formations.

Historical exploration at Ponderosa began with broadly spaced soil geochemistry and prospecting which led to the identification of a number of showings across the Property. Prior operators focused almost exclusively on an in-situ occurrence referred to as "Axel Ridge", which is characterized by outcropping cryptocrystalline/saccharoidal to crustiform and colloform banded epithermal quartz. A series of trenches were excavated across these outcropping exposures with highlights including 2.22 g/t gold over 11.7 m, 1.92 g/t gold over 14.0 m (with 3.03 g/t gold over 8.0 m) and 3.6 g/t gold over 7 m. Follow-up diamond drilling of seven holes at Axel Ridge was unsuccessful in intersecting the surface mineralization at depth. A localized ground magnetic geophysical survey was also carried out by prior operators.

Work conducted on the Property by Target in 2019 and 2020 significantly upgraded three historic showings and identified an entirely new showing. These showings in order of Target's priority are referred to as the Tomahawk, Flat Iron, T-Bone and Rib Eye zones.

The Tomahawk Zone is the most advanced and highest priority showing on the Property. The area was identified through historical prospecting as a quartz rubble pile roughly 3 m in diameter. Six surface samples collected by a prior operator from the quartz rubble area returned grades from below detection to 0.54 g/t gold but the lack of soil geochemical response over this target and apparent lack of strike extent of the surface exposure discouraged any follow-up exploration. Target investigated the site in 2019 and located additional mineralization 50 m to the southwest believed to be associated with the initial discovery. Six samples of weakly crustiform to cryptocrystalline/saccharoidal quartz returned values ranging from below detection limits to 2.96 g/t gold. Five hand trenches were located at varying intervals across the two exposures to identify the nature, width and orientations of the respective vein zones. All trenches reached bedrock, encountering significant widths of silicification, brecciation and clay altered volcanic clasts, quartz flood zones resembling sheeted veinlets and veins, and massive quartz vein material. The interpretation of the mineralization encountered in all trenches is that of one continuous vein zone exposed along strike for roughly 55 m across a width of up to 25 m. Structural measurements indicate moderate to steep northwesterly dips ranging from 45 to 70 degrees. The hanging wall contact of the vein zone has not yet been delineated; leaving the zone open for expansion and its strike length is not yet fully exposed.

The textural nature of the alteration and mineralization is suggestive of high-level emplacement within an epithermal system, therefore the tenor of gold mineralization is expected to be somewhat subdued. While these trenches require additional extension and detail sampling, Target believes diamond drilling is justified on the Tomahawk Zone.

The Flat Iron Zone is situated approximately 100 m south of the Tomahawk Zone and is interpreted as a sinistral structural offset of the Tomahawk Zone by an easterly trending property-scale structure. The Flat Iron Zone is defined by two historical trenches comprising roughly 85 m of mechanized trenching which identified a number of significant quartz zones, zones of brecciation, silicification and pyritization. Individual samples from the longer of the two trenches (~65 m) reportedly assayed up to 7.54 g/t gold while a weighted average across 25 m yielded 0.80 g/t gold. The main zone of quartz veining observed is described as white to grey, opaque, cryptocrystalline material with <1mm black bands. This zone was mapped as being bound to the east by a steeply dipping vertical fault zone containing abundant quartz fragments within pervasively argillic and chlorite altered fault gouge with oxidized and weathered pyrite.

The other trench encountered a quartz vein zone described as massive silica across 3 m exhibiting multiple flooding events and narrow brecciated zones within the main vein in addition to diffuse andesite clasts, minor banding and trace amounts of fine-grained disseminated pyrite. Assays reported from this trench returned an overall weighted average of 1.24 g/t gold across 4 m with individual samples returning up to 2.12 g/t gold. One drill hole was completed by a prior operator to test the Flat Iron Zone vein exposures but did not encounter any material resembling the mineralization exposed near surface. The hole was drilled due west to test mineralized zones interpreted to have steep southeast and northeast dips. However, Target believes the Flat Iron mineralization likely dips northwest based on exposures at the nearby Tomahawk Zone which would explain why the historic drill hole did not intersect the mineralized zones in the trenches but rather drilled beneath them. Additional mechanized trenching is required to further understand and delineate this target prior to drilling.

The T-Bone Zone is situated approximately 200 m northeast of the Tomahawk Zone and represents the strongest coincident gold-arsenic soil geochemistry on the Property aside from Axel Ridge. Preliminary interpretation by Target suggests the target area hosts multiple vein zones with similar orientations to the Tomahawk and Flat Iron zones dipping moderately to steeply west-northwest. Mechanized trenching is proposed to delineate the mineralization at T-Bone.

The Rib Eye Zone was encountered during the 2019 soil sampling program carried out by Target, which identified a narrow excavation that exposed a zone of extremely hydrothermally altered volcanic strata completely converted to orange, white and tan clay with intermittent clear and white silica veinlets. The excavation is parallel to the alteration zone therefore only a narrow section of the silicified footwall volcanic is exposed and the clay alteration is also only partially exposed across a width of 3.70 m. Samples of the clay material collected from the trench were analyzed and identified as low temperature smectite group clays comprising montmorillonite and laumontite. The orientation of the Rib Eye alteration trends southwest toward the strongest gold-in-soil value (110 ppb) in the area and dips are steep northwest. Also of note in this area is the highest gold value obtained from prospecting samples on the Property, reported to have returned 46.9 g/t gold and 110 g/t silver. Although sampling across the trench exposure returned low values for gold, the Rib Eye Zone is deemed significant as it is may represent a high level telescoping portion of a fertile hydrothermal system at depth. Mechanized trenching and geophysics are proposed to better understand this target area.

A technical report in respect of the Ponderosa Gold Property will be filed in connection with the Transaction, which will include a summary of work completed to date on the Ponderosa Gold Property, both by Target and prior operators. The report will provide recommendations for further work which the Resulting Issuer intends to commence post financing. The Company anticipates that the Ponderosa Gold Property will meet the TSXV's requirements for a Qualifying Transaction, as Target has incurred property expenditures in excess of $100,000 within the last three years and anticipates a recommended work program exceeding $200,000 on the Property.

Financial Information about Target

The following table sets out selected financial information with respect to Target. Target's financial statements are prepared in accordance with International Financial Reporting Standards, issued by the International Accounting Standards Board, and are denominated in Canadian dollars.

Balance Sheet Data

As at March 31, 2020 CAD$ (unaudited)

Total Cash on Hand


Total Exploration Assets


Share Capital


Accounts Payable


Shareholder's Loan


Administrative Expenses


There have been no material changes to the amounts shown above to date. Administrative expenses cover the period from incorporation on March 15, 2019 to March 31, 2020. Target also has a GST receivable amount of $4,932 and the total comprehensive loss for that period was $10,072.

Transaction Details

Schooner and Target currently intend to effect the Transaction pursuant to a share exchange agreement, whereby Schooner will acquire all of the issued and outstanding securities of Target and in consideration, will issue to the former shareholders of Target an aggregate of 7,147,408 Schooner Shares. Pursuant to the Transaction, Target will become a wholly-owned subsidiary of Schooner. Schooner and Target have agreed to cooperate with each other in structuring the Transaction in an efficient manner and the final Transaction structure may differ from that presented above following receipt of final tax, securities, corporate law and other advice.

Completion of the Transaction is subject to a number of conditions including, but not limited to: (i) completion of mutually satisfactory due diligence reviews; (ii) execution of the Definitive Agreement and related transaction documents; (iii) receipt of requisite shareholder approvals; (iv) receipt of all requisite regulatory approvals relating to the Transaction, including, without limitation, the TSXV; (v) completion of the Concurrent Financing (as such term is defined below); (vi) no material adverse changes with respect to either Schooner or Target; (vii) receipt of all required third party consents and approvals; and (viii) the transfer of all of the Schooner Shares held in escrow by the existing Principals (as such term is defined in the policies of the TSXV) of Schooner to the incoming directors and officers of the Resulting Issuer.

Concurrent Financing

In connection with the Transaction, Schooner proposes to complete a "best efforts" non-brokered private placement of units of the Company (the "Units") for gross proceeds of up to $1 million at a price of $0.10 per Unit (the "Unit Financing"). The Units will be comprised of one common share (each, a "Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"). Each Unit will be sold at $0.10 per Unit and each Warrant is exercisable for a Share at a price of $0.15 per Share for a period of two years from the date of issuance.

Schooner will also complete a non-brokered private placement of flow-through common shares of the Company (the "FT Shares") for gross proceeds of $1 million at a price of $0.10 per FT Share (together with the Unit Financing, the "Concurrent Financing").

Schooner and Target expect that the net proceeds of the Concurrent Financing will be used by the Resulting Issuer for continued mineral exploration activities across its mineral properties, including exploration and drilling, and general operating expenses on the Ponderosa Gold Property. Schooner intends to use the gross proceeds from the sale of the FT Shares to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada).

The Resulting Issuer

The Resulting Issuer will continue conducting the business of Target, with a focus on mineral exploration activities on the Ponderosa Gold Property.

Directors, Management and Insiders

Upon completion of the Transaction, it is expected that the management of the Resulting Issuer will consist of Marc G. Blythe as President and CEO, Mr. William A. Wengzynowski as Exploration Manager, and Ms. Winnie Wong as CFO. It is anticipated that the board of directors of the Resulting Issuer will consist of Marc Blythe, Mark T. Brown, Garrett Ainsworth, Neil Burns and Scott Trebilcock. All current directors and officers of Schooner will resign at the closing of the Transaction.

The following individuals are expected to be directors or senior officers of the Resulting Issuer:

Marc G. Blythe - President, Chief Executive Officer and Director

Mr. Blythe, P.Eng., has a Master of Business Administration from La Trobe University in Melbourne and a Bachelor of Mining Engineering degree from the Western Australian School of Mines. Mr. Blythe is an independent mining consultant who provides diligence reviews and operational advice to mining companies and financiers. His previous roles include Vice President of Corporate Development at Nevsun Resources Ltd. from 2017 until its acquisition by Zijin Mining Group Ltd. for $1.9 billion in 2018. Mr. Blythe was President & CEO of Tarsis Resources Ltd. (now Alianza Minerals Ltd.) (TSXV: ANZ) from 2007 until 2015 and concurrently served as Vice President, Mining of Almaden Minerals Ltd. (TSX: AMM, NYSE MKT: AAU) from 2006 to 2011.

Mr. Blythe previously served as a Corporate Senior Mining Engineer for Placer Dome Inc. based in Vancouver from 2004 until 2006, where he completed internal and external mine evaluation, including advising on potential acquisitions and mining technology implementation. Mr. Blythe has also managed mines in Australia for Placer Dome Inc. and WMC Ltd. Mr. Blythe has a strong understanding of mine feasibility and led two feasibility studies which resulted in successful operating mines, Raleigh Mine and Bullant Mine, both located in Kalgoorlie, Australia. Mr. Blythe is registered professional engineer in British Columbia.

William A. Wengzynowski - Exploration Manager

Mr. Wengzynowski, P.Eng., is a registered professional engineer in British Columbia and holds a Bachelor of Applied Sciences degree in Geological Engineering from the University of British Columbia. He spent most of his professional career in Yukon mineral exploration with the geological consulting firm of Archer, Cathro & Associates (1981) Limited where he started in 1983 and served as President from 2000 to 2011. He was part of the team that led ATAC Resources Ltd. (TSXV: ATC) to the discovery of the Tiger Gold Deposit and then Carlin-type mineralization at the Rackla Gold Project. He is a two-time recipient of the Yukon Prospector of the Year Award, once in 2000 and again in 2011. He was also co-recipient of the H.H. Spud Huestis Award for excellence in prospecting in exploration in 2013 for the discovery and development of the Rackla Gold Belt.

Winnie Wong - Chief Financial Officer and Corporate Secretary

Ms. Wong, CPA, CA, is the Vice President of Client Services at Pacific Opportunity Capital Ltd., a firm that provides financial management and accounting services. Following her graduation from Queen's University, Ms. Wong worked with Deloitte & Touche, where she earned her Chartered Accountant designation. In the past 21 years, Ms. Wong has acted as CFO and Corporate Secretary for various TSX Venture Exchange listed companies, including Strategem Capital Corporation (TSXV: SGE), Avrupa Minerals Ltd. (TSXV: AVU), Animas Resources Ltd., and AQM Copper Inc. Ms. Wong has been involved with several publicly traded companies that have become successful for the shareholders through building value or being taken over.

Garrett Ainsworth - Director

Mr. Ainsworth, B.Sc, P.Geo., is the President and Chief Executive Officer of District Metals Corp. (TSXV: DMX). Prior to that, Mr. Ainsworth was the Vice President Exploration and Development for NexGen Energy Ltd. ("NexGen") (TSX/NYSE:NXE). He led the NexGen technical team from June 2014 to April 2018 and was co-recipient of the 2018 PDAC Bill Dennis Award for the Arrow Uranium Deposit in the Athabasca Basin, Saskatchewan. Prior to NexGen, Mr. Ainsworth was co-recipient of the AME BC Colin Spence Award (For Excellence in Global Mineral Exploration) in 2013. This honour was in recognition of his efforts which led to the discovery of the high-grade uranium mineralized system on the Patterson Lake South Project in the Athabasca Basin, Saskatchewan. Mr. Ainsworth holds a Diploma of Technology in Mining and Bachelor of Technology in Environmental Engineering with honours from BCIT, and a Bachelor of Science in Geology with first class honours from Birkbeck, University of London. He has also completed the Institute of Corporate Directors (ICD) Directors Education Program (DEP) which includes board-level education on financial strategy, risks, and disclosure.

Mark T. Brown - Director

Mr. Brown, CPA, CA, is the President and a director of Pacific Opportunity Capital Ltd. ("Pacific Opportunity"), a financial consulting and merchant banking firm active in venture capital markets in North America. Mr. Brown's role at Pacific Opportunity focuses on providing constructive financial support to a range of companies that Pacific Opportunity Capital Ltd. invests in. Mr. Brown's background includes founding one company which became a $500 million company. Mr. Brown has a Bachelor of Commerce degree from the University of British Columbia and became a Chartered Accountant with PricewaterhouseCoopers in 1993.

Neil Burns - Director

Mr. Burns, P.Geo., is a geologist with 25 years of extensive international experience in exploration, mining and resource evaluation. He is currently the Vice President of Technical Services at Wheaton Precious Metals where he is responsible for the technical review of potential precious metals stream financing opportunities. He has been with the company since 2008 and prior to Wheaton, Neil held numerous positions with mining and consulting firms including Corporate Resource Geologist and Project Geologist for Lundin Mining Corporation and Resource Consultant for Snowden Mining Industry Consultants. Neil holds a Masters degree in Mineral Exploration from Queen's University and a Bachelor of Science degree from Dalhousie University and is a registered Professional Geologist with Engineers and Geoscientists British Columbia.

Scott Trebilcock - Director

Mr. Trebicock, B.Sc., MBA, is the Chief Executive Officer and director of KORE Mining Ltd. (TSXV: KORE). Mr. Trebilcock has over 25 years of experience as a process engineer, management consultant, and mining executive. Prior to joining KORE Mining, he was Chief Development Officer of Nevsun Resources Ltd. ("Nevsun"), responsible for strategy, corporate development, investor relations and exploration. Nevsun was sold to Zijin Mining Group Ltd. for $1.9 billion. Mr. Trebilcock also drove mergers and acquisitions at Nevsun, including the 2016 acquisition of Reservoir Minerals Inc. Mr. Trebilcock holds a Bachelor of Science degree in Chemical Engineering, a Master of Business Administration degree from Queen's University and is a Chartered Director (C.Dir.).

Transaction Negotiated at Arm's-Length

The Transaction will constitute an Arm's Length Qualifying Transaction (as such term is defined in the policies of the TSXV). No person who or which is a Non-Arm's Length Party of the Company has any direct or indirect beneficial interest in Target or its assets (including the Ponderosa Gold Property) prior to giving effect to the Transaction and no such persons are also insiders of Target. Similarly, there is no known relationship between or among any person who or which is a Non-Arm's Length Party of the Company and any person who or which is a Non-Arm's Length Party to Target.


Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless exempt therefrom in accordance with the TSXV's policies or a waiver is obtained. In the absence of an available exemption from the sponsorship requirements, the Company intends to make an application to the TSXV for a waiver from sponsorship requirements. There is no assurance that if applied for, a waiver will be granted.

Filing Statement

In connection with the Transaction and pursuant to the requirements of the TSXV, Schooner will file a filing statement on its issuer profile on SEDAR (, which will contain details regarding the Transaction, Schooner, Target and the Resulting Issuer.

Trading Halt

The Schooner Shares are currently halted from trading, and the trading of the Schooner Shares is expected to remain halted pending completion of the Transaction.

Further Information

Schooner will provide further details in respect of the Transaction, by way of a press release to be disseminated at a later date.

All information contained in this press release with respect to Schooner and Target was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

All scientific and technical information in this press release has been prepared by, or approved by Marc G. Blythe, P. Eng., President of Target. Mr. Blythe is a qualified person for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Blythe has not verified any of the information regarding any of the properties or projects referred to herein other than the Ponderosa Gold Property. Mineralization on any other properties referred to herein is not necessarily indicative of mineralization on the Ponderosa Gold Property.

The data disclosed in this news release related to drilling results is historical in nature. Target has not undertaken any independent investigation of the sampling nor has it independently analyzed the results of the historical exploration work in order to verify the results. Target considers these historical drill results relevant as the Resulting Issuer will use this data as a guide to plan future exploration programs. The Resulting Issuer's future exploration work will include verification of the data through drilling.

Cautionary Note

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Schooner Capital Corp. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:

Schooner Capital Corp.

Adam Spencer, Chief Executive Officer, Corporate Secretary, Chief Financial Officer and Director

Sandrine Lam, Investor Relations

Phone: 1-604-687-3520 Ext. 250

Forward Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Schooner's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

The forward-looking statements and information in this press release include information relating to the business plans of Schooner, Target and the Resulting Issuer, the Concurrent Financing and the use of proceeds thereof, the pro forma capital structure of the Resulting Issuer, and the Transaction (including TSXV approval and the closing of the Transaction).

Such statements and information reflect the current view of Schooner. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:

  • - there is no assurance that the Concurrent Financing will be completed or as to the actual gross proceeds to be raised in connection with the Concurrent Financing;

    - there is no assurance that Schooner and Target will obtain all requisite approvals for the Transaction, including the approval of the Target Shareholders, the Schooner Shareholders (if required), or the approval of the TSXV for the Transaction (which may be conditional upon amendments to the terms of the Transaction);

    - following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;

    - new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and

    - the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

There are a number of important factors that could cause the Resulting Issuer's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: limited business history of Target; the risk that future exploration results do not meet expectations, disruptions or changes in the credit or security markets; results of operation activities; unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.

Schooner cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Schooner has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking information contained in this press release represents the expectations of Schooner as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Schooner may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

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