HPQ-Silicon's Beauce Gold receives OK for TSX-V listing

2018-10-04 09:31 ET - News Release

Mr. Bernard Tourillon reports

HPQ SUBSIDIARY BEAUCE GOLD FIELDS RECEIVES CONDITIONAL APPROVAL FOR LISTING ON THE TSX VENTURE EXCHANGE

HPQ-Silicon Resources Inc.'s subsidiary, Beauce Gold Fields Inc., has received conditional approval for a new listing from the TMX on the TSX Venture Exchange. The new listing will trade under the reserved stock symbol BGF. As part of the conditional approval process, the Exchange has also approved a minimum concurrent BGFI private placement financing of $550,000.

Patrick Levasseur, President and CEO of HPQ Beauce Gold Fields stated, "The listing of BGF will allow HPQ to unlock the full potential value of the Beauce Gold property through a fresh new entity that is starting with a tight capital structure." Mr. Levasseur also stated "The Beauce is Canada's last underexplored historical placer mining camp. It's similar to the White Gold projects in the Yukon or the Cariboo district in BC, that were both placer gold mining camps as well, but recently had major gold discoveries. Combining our large claims holding in St-Simon-Les-Mines together with our increasing knowledge of the geology, we believe we have narrowed the search in exploring for a hard rock gold deposit"

TSX-V Conditional Approval and Concurrent Private Placement

The Listing of BGF is conditional to the submission and satisfactory review of the Listing Application, the required financial statements plus various supporting documents and the closing of the minimum Private Placement of $550,000.

In this regard, the Exchange has conditionally accepted the Company's notice for filing in connection with the proposed transaction of a BGFI Private Placement on the following basis:

A minimum of 1,666,666 flow-through units (FT Units) at the price of $0.12 per FT Unit and 3,500,000 hard-cash units (HC Units) at the price of $0.10 per HC Unit ($550,000); and

A maximum of 1,666,666 FT Units at the price of $0.12 per FT Unit and 5,500,000 HC Units at the price of $0.10 per HC Unit ($750,000).

Each HC Unit will be comprised of one common share and one warrant to purchase one common share at the price of $0.15 per share for two years following the closing date. Each FT Unit will be comprised of one flow-through common share and one-half of one warrant, with each full warrant allowing the holder to purchase one common share at the exercise price of $0.18 per share for a period of two years following the closing date.

  Beauce Gold Fields -- A Tight Capital Structure at Listing
 
 Market Capitalization:          approximately $1,8 million            
 Shares Outstanding:             approximately 18,866,666 to 20,866,666
 HPQ Direct Ownership:           approximately 2,870,000 or 14% to 15% 
 HPQ shareholders:               approximately 10,680,000 or 51% to 57%
 of which HPQ Insiders would own:approximately 1,000,000 or approximately 5%       
 And PyroGenesis would own:      approximately 1,000,000 or approximately 5%       
 Shares Fully Diluted:           approximately 29,258,972 to 31,258,972

  
 
 Transactions                                    Minimum              Maximum
                                               Number of Shares     Number of Shares
Private Placement to HPQ                         200,000                200,000                
Spin-out -- Shares at $0.10 per Share             13,350,000             13,350,000             
Flow Through Private Placement at $0.12 per Share1,666,666              1,666,666              
Hard Cash Private Placement at $0.10 per Share   3,500,000              5,500,000              
Warrants- Private Placement                      4,333,333              6,133,333              
Warrants -- HPQ warrant holders *                 4,158,973              4,158,973              
Stock Option Plan (rolling 10%)                  1,900,000              1,900,000              


 * Subject to adjustment based on the final HPQ Ratio upon the Ex-Distribution Date.

About Beauce Gold Fields

BGF is a wholly owned subsidiary of HPQ Silicon into which HPQ gold assets were transferred. Subject to approval by TSX-V, HPQ is in the process of listing BGF as a new public junior gold company, following the approval by shareholders during HPQ AGM held on Aug. 10, 2018, of the proposed terms of the plan of arrangement.

The Beauce Gold Fields project is a unique, historically prolific gold property located in the municipality of Saint-Simon-les-Mines in the Beauce region of Southern Quebec. Comprising of a block of 152 claims 100% owned by HPQ, the project area hosts a six kilometre long unconsolidated gold-bearing sedimentary unit (a lower saprolite and an upper brown diamictite). Textural observations (angularity) of gold nuggets suggest a relatively proximal source and therefore a short transport distance. The gold in saprolite indicates a close proximity to a bedrock source of gold, providing possible further exploration discoveries. The property was also hosts numerous historical gold mines that were active from 1860s to the 1960s (see HPQ SEDAR-filed report).

A Beauce Gold Fields presentation is available and can be downloaded via the following link. http://www.hpqsilicon.com/wp-content/uploads/2017/07/BGF-Presentation-V-Jul-2017.pdf

About HPQ Silicon

HPQ Silicon Resources Inc. is a TSX-V listed resource company planning to become a vertically integrated and diversified High Purity, Solar Grade Silicon Metal (SoG Si) producer and a manufacturer of multi and monocrystalline solar cells of the P and N types, required for production of high performance photovoltaic conversion.

HPQ's goal is to develop, in collaboration with industry leaders, PyroGenesis (TSX-V: PYR) and Apollon Solar, that are experts in their fields of interest, the innovative metallurgical PUREVAPTM "Quartz Reduction Reactors (QRR)" process (patent pending), which will permit the transformation and purification of quartz (SiO2) into high purity silicon metal (Si) in one step and reduce by a factor of at least two-thirds (2/3) the steps required to transform quartz (SiO2) into SoG Si. The pilot plant equipment that will validate the commercial potential of the process is on schedule to start mid-2019.

We seek Safe Harbor.

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