Tocvan acquiring Rogers Creek property, BC; spins out copper company

Tocvan Ventures Corp. signed an agreement to acquire a 100% interest in the Rogers Creek property, about 90 km northeast of Vancouver, B.C, from C3 Metals Inc. [CCCM-TSXV]. Tocvan previously held an option to a acquire up to an 80% interest in the property from C3 Metals.

Under the terms of the new agreement with C3 Metals, Tocvan is acquiring a 100% interest in the Rogers Creek property and the previous option agreement is now void. In consideration, C3 Metals will receive 500,000 common shares of Tocvan. C3 Metals will also receive common shares of Cascade Copper Corp. equal to a value of $75,000, based on prelisting finance price, upon listing on the CSE. C3 Metals will retain a 2% NSR on the Rogers Creek property, 1% of which can be repurchased by Cascade Copper for $1-million.

Subject to shareholder and regulatory approval, Tocvan is planning to spin out 100% of the Rogers Creek property to Cascade Copper, a newly created company, with a focus on copper porphyry exploration assets in southern British Columbia. It is expected that the spinout will be structured as a plan of arrangement transaction. Under the terms of the proposed plan of arrangement, Tocvan shareholders are to receive one common share of Cascade Copper for every six shares held of Tocvan. When and if approved, Tocvan will have no interest in the Rogers Creek property.

Derek Wood, CEO of Tocvan, said, “We believe the value of the Rogers Creek property is not reflected in Tocvan’s current share price and see the proposed spinout to create additional value for Tocvan shareholders.

“We are extremely pleased to reach this agreement with C3 Metals. The agreement provides for greater flexibility in how Rogers Creek is advanced towards discovery. By creating a new company, Tocvan shareholders can participate in the upside possibility through share ownership of Cascade Copper, while Tocvan is able to focus on its two Mexican properties and minimize share dilution. We believe the proposed spinout will be very beneficial to Tocvan shareholders and we expect that this transaction will unlock the value of the Rogers Creek property and increase shareholder value by allowing capital markets to ascribe value to the Rogers Creek property independently of the other properties held by Tocvan. This is a great opportunity for all the shareholders of record on the effective date, which will be announced in due course. Shareholders owning Tocvan shares will be eligible to receive the proposed spinoff shares of Cascade Copper at the aforementioned ratio.”

Considerable exploration has been conducted on the Rogers Creek property, including 1,786 km of helicopter-borne magnetic gradiometry and VLF-EM, 280 km of helicopter-borne radiometrics, prospecting, mapping and sampling, including the collection of 1,061 surface rock samples, 3,328 soil samples and 318 stream sediment samples and 5,209 metres of diamond drilling in 10 holes.

Cascade Copper is a newly created company that will have two very advanced-stage copper porphyry properties located within the Miocene-age intrusions of the Cascade magmatic arc in southern British Columbia: the Rogers Creek property and the Fire Mountain property. The two properties are contiguous, and both are advanced to a drill-ready stage. Combined, the properties have seen over $3-million of exploration to date and cover an area of approximately 240 km².

Tocvan intends to seek a listing of the Cascade Copper common shares on the CSE.