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COPPER STANDARD AND PUCARA ANNOUNCE BUSINESS COMBINATION TO CREATE THE NEXT AMERICAS FOCUSED COPPER-GOLD EXPLORATION COMPANY

Vancouver, British Columbia, September 11, 2024 – Copper Standard Resources Inc. (“Copper Standard”) (CSE: CSR) and Pucara Gold Ltd. (“Pucara”) (TSXV: TORO) (BVL: TORO) are pleased to announce that they have entered into an arrangement agreement on September 10, 2024 (the “Arrangement Agreement”), pursuant to which Copper Standard will acquire all of the issued and outstanding common shares of Pucara (the “Pucara Shares”), in exchange for common shares of Copper Standard (the “Copper Standard Shares”), by way of a plan of arrangement (the “Transaction”). The Transaction will create a combined company that consolidates a prospective copper exploration portfolio totaling over 17,000 hectares in Peru. Further details of the Transaction are outlined below.

Transaction Highlights:

  • Deliver increased scale and enhanced diversification with the addition of three prospective copper exploration assets located in Peru, two of which were selected to be optioned by the late David Lowell, to Copper Standard’s portfolio.
  • Provide synergy and cost savings with Copper Standard’s board and management team with a proven history and in-country track record of discovery, exploration success, mine building, operations, community engagement and monetization leading the combined company.

Pucara Copper Projects:

Pacaska is an epithermal high-sulfidation gold/porphyry copper target that sits on 7,650 hectares of land with a widespread mineralized footprint. The geology of Pacaska is analogous to various world-class deposits, such as the Pierina Mine in Peru. Rock sampling at Pacaska has returned 17 g/t gold and 11% copper. In 2019, an extensive shallow surface 300 line-km magnetometry and IP geophysical program was completed.

Paco Orco is a carbonate replacement type target with distal mineralization. The 4,400-hectare claim block is largely under-explored containing mineralized gossan and jasperoid silica outcrops that extend for at least two kilometres. Surface rock samples from the project have included up to 0.58% lead, 0.26% zinc, and 58 g/t silver. A third party has an earn-in option agreement on Paco Orco for up to 75% interest. The third party has agreed to obtain all necessary drill permits and spend US$4 million during the first three years for 51% interest. An additional 24% interest, for a total of 75%, can be earned after third party spends US$11.5 million over four years, fully funding a Pre-Feasibility Study (“PFS”) for the project, and pay US$0.5 million.

Capricho is a 3,768-hectare concession package with a porphyry copper target. Recent prospecting work on the claims has uncovered porphyry mineralization in stockworks and altered intrusive rocks. The concessions contain enrichment zones of up to 3% copper. A third party has an option to earn a 75% interest over three stages. The third party must obtain all necessary agreements and permits for drilling and spend US$5 million during the first three years for a 51% interest. The remaining 24% interest will be granted when the third party spends US$11.5 million over the next four years, solely funding a PFS on the project, and pay US$0.5 million.

Matt Fargey, CEO of Copper Standard, commented: “This Transaction is an exciting opportunity to unite complementary assets, teams, and investors to create value for all Copper Standard and Pucara shareholders. The late David Lowell endorsed each of Copper Standard and Pucara’s copper exploration projects and now combining them all together will allow Copper Standard to leverage its Peruvian team to advance the exploration efforts in-country.”

Greg Davis, CEO, President, and Director of Pucara commented: “We are very pleased to be entering this combination with Copper Standard. By combining with Copper Standard, Pucara’s shareholders will benefit from the synergies and cost savings of leveraging the combined company’s in-country management team while also providing a refreshed approach to community relations at the Pacaska project for obtaining required permits to commence a drilling program.”

Transaction Terms

Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and outstanding Pucara Shares will receive 0.1 Copper Standard Shares for each one (1) Pucara Share held (the “Exchange Ratio”). Pucara stock options and warrants that are outstanding at the time of completion of the Transaction will become exercisable for Copper Standard Shares on substantially the same terms and conditions, with the number of Copper Standard Shares issuable on exercise and the exercise price adjusted in accordance with the Exchange Ratio. The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The Exchange Ratio implies a price of $0.05 per Pucara Share and a premium of approximately 67% based on the closing prices of Copper Standard and Pucara on September 10, 2024, and a premium of approximately 50% based on the 20-day volume weighted average prices of Copper Standard Shares and Pucara Shares as of September 10, 2024. Upon completion of the Transaction, existing Copper Standard and Pucara shareholders would own approximately 85% and 15% of the combined company, respectfully, on an undiluted basis.

Upon completion of the Transaction, Copper Standard will continue to be listed on the Canadian Securities Exchange under the same Copper Standard name and ticker symbol. The Arrangement Agreement contains customary deal-protection provisions including a non-solicitation covenant on the part of Pucara and a right for Copper Standard to match any Superior Proposal (as defined in the Arrangement Agreement). Under certain circumstances, Copper Standard would be entitled to a termination fee or expense reimbursement fees of $0.25 million.

Complete details of the Transaction will be included in a management information circular to be delivered to Pucara security holders in the coming weeks.

Conditions to Completion

The completion of the Transaction is subject to a number of terms and conditions, including without limitation the following: (a) approval of the Pucara shareholders, as described below; (b) acceptance of the TSX Venture Exchange (“TSXV”); (c) approval of the British Columbia Supreme Court; (d) there being no material adverse changes in respect of either Copper Standard or Pucara; and other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied.

The Transaction is subject to the approval at a special meeting of Pucara shareholders by (i) 66 2/3% of the votes cast by Pucara shareholders, and (ii) if required, a simple majority of the votes cast by the Pucara shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. Copper Standard and Pucara are arm’s length parties and, accordingly, the Transaction is not expected to a related party transaction. No finder’s fees are being paid in connection with the Transaction.

Officers and directors along with certain shareholders of Pucara who collectively control 40.05% of the Pucara Shares (excluding those issued in connection with the Pucara financing discussed below) on an undiluted basis have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the Transaction.

Board of Directors and Management

Upon closing of the Transaction, the board of directors of Copper Standard will remain unchanged to lead the combined management and project teams. The head office will continue to be in Vancouver, Canada. In addition, on September 10, 2024 and prior to execution of the Arrangement Agreement, Mr. Andy Swarthout resigned as a director of Pucara to avoid conflicts under corporate law as a result of being a director of both Copper Standard and Pucara.

Pucara Financing

Concurrent with signing the Arrangement Agreement, Copper Standard has signed a subscription agreement to subscribe for 8,415,765 units of Pucara (the “Units”) at a price of $0.03 per Unit (the “Pucara Financing”). Each Unit will include one Pucara Share and one half of one common share purchase warrant, with each whole warrant entitling the purchase of one Pucara Share at a price of $0.05 per Pucara Share for a period of five years from the date of issuance. The Pucara Financing is expected to close within five days of this announcement.

The Pucara Financing will be relying upon exceptions permitted by the TSXV in order to issue the Pucara Shares at less than $0.05 per Pucara Share. Pucara also intends to rely on the “part and parcel exception” under the policies of the TSXV in respect of the Pucara Financing as the Pucara Financing is integral to the Transaction by capitalizing the combined company.

It is anticipated that proceeds from the Pucara Financing will be utilized for the payment of legal and other advisor fees in connection with the Transaction (approximately 50% of the gross proceeds) and for other general working capital purposes (approximately 50% of the gross proceeds), provided that permitted working capital purposes shall not include payment of bonuses, amounts in respect of a change of control, nor any other amounts to employees, consultants or related parties. None of the proceeds raised will be used to pay “Non-Arm’s Length Parties” or to fund “Investor Relations Activities” (as each is defined in the policies of the TSXV).

Transaction Timeline

Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction by the end of 2024. Following completion of the Transaction, Pucara Shares will be de-listed from the TSXV and Lima Stock Exchange and Pucara will cease to be a reporting issuer under Canadian securities laws.

Recommendations by the Boards of Directors

After consultation with its legal advisors, the board of directors of Copper Standard unanimously approved entering into the Arrangement Agreement. After consultation with its legal advisors, the board of directors of Pucara unanimously approved entering into the Arrangement Agreement and unanimously recommends that Pucara Gold shareholders vote in favour of the Transaction.

Counsel

DLA Piper (Canada) LLP are acting as legal counsel to Copper Standard. Gordon J. Fretwell Law Corporation and McMillan LLP are acting as legal counsel to Pucara.

Qualified Person

The technical information of this news release has been reviewed and approved by Andy Swarthout, Chairman of Copper Standard, and a Qualified Person, as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About Copper Standard Resources Inc.

Copper Standard is engaged in the acquisition, exploration, discovery, and development of mineral interests focusing on copper and gold projects. Copper Standard has an option to acquire 100% of the Colpayoc Copper-Gold Property in Peru (“Colpayoc”). Colpayoc has significant, untested potential for supergene and porphyry copper-gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Recognizing the importance of sustainable practices, Copper Standard remains dedicated to thorough evaluation and responsible development within the mineral sector. Copper Standard continues to evaluate opportunities in the mineral sector on an ongoing basis.

About Pucara Gold

Pucara is a junior exploration company focused on the discovery and advancement of economic precious metals deposits in resource-rich Peru. Pucara has a portfolio approach to project acquisition and controls seven precious and base metal projects located in Peru. Pucara is advancing one project while the remaining two are under option agreements with strategic partners.

For more information about Copper Standard, please visit our website at www.copperstandard.com or email us at [email protected].

For more information about Pucara, please visit our website at www.pucaragold.com or email us at [email protected].

Matt Fargey, Chief Executive Officer of Copper Standard

604-628-1110

Greg Davis, Chief Executive Officer of Pucara

604-999-1099

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

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

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, respectively (collectively referred to herein as “forward-looking information”). Forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or terminology which states that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. Forward-looking information in this news release includes: expected timing and completion of the Transaction; the strengths, characteristics and expected benefits and synergies of the Transaction; receipt of court approval; approval of the Transaction by Pucara shareholders at the special meeting of Pucara securityholders; obtaining CSE and TSXV acceptance to complete the Transaction; the completion of the Pucara Financing; obtaining TSXV acceptance to complete the Pucara Financing; the anticipated timing of the special meeting of Pucara shareholders to vote on the Transaction and the related management information circular; the expected delisting of the Pucara Shares; and the composition of Copper Standard’s board and management team following completion of the Transaction. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances, including information in this news release regarding the Transaction and the Pucara Financing, contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the companies’ expectations, estimates and projections regarding possible future events or circumstances. The forward-looking information included in this news release is based on the companies’ opinions, estimates and assumptions in light of their experience and perception of historical trends, current conditions and expected future developments, their assumptions regarding the Transaction and the Pucara Financing (including, but not limited to, their ability to close the Transaction and the Pucara Financing on the terms contemplated, and to derive the anticipated benefits therefrom), as well as other factors that they currently believe are appropriate and reasonable in the circumstances. The forward-looking information contained in this news release is also based upon a number of assumptions, including the companies’ ability to obtain the required securityholder, court and regulatory approvals in a timely matter, if at all; their ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the Transaction; assumptions in respect of current and future market conditions and the execution of the companies’ business strategies, that operations in Copper Standard’s and Pucara’s properties will continue without interruption, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to, failure to receive the required shareholder, court, regulatory and other approvals necessary to effect the Transaction; the potential for a third party to make a superior proposal to the Transaction; that Copper Standard and its shareholders will not realize the anticipated benefits following the completion of the Transaction; that the Pucara Financing will not be completed; that the proceeds of the Pucara Financing will not be used as announced; that the special meeting of Pucara shareholders to vote on the Transaction will not occur at the anticipated timeframe; and those set forth under the Risk Factors in the companies’ most recent respective management’s discussion and analysis, and other documents filed with or submitted to the Canadian securities regulatory authorities on the SEDAR+ website at www.sedarplus.ca.

Although the companies have attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the companies’ expectations as of the date of this news release and is subject to change after such date. Copper Standard and Pucara each disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

 

 

COPPER STANDARD CONFIRMS PRESENCE OF PORPHYRY COPPER-GOLD SYSTEM AND DRILLS 118 M @ 0.68 G/T AU FROM SURFACE AT ITS COLPAYOC PROPERTY

Vancouver, British Columbia, August 12th, 2024 – Copper Standard Resources Inc. (CSE: CSR) (“Copper Standard” or the “Company”) is pleased to announce the results from the first 10 holes of drilling at the Colpayoc copper-gold exploration project in the Yanacocha Mining District in Cajamarca, Peru. The Company has completed 1,926.1 meters (6,319 feet) of core drilling confirming the presence of a porphyry copper-gold system and verifying and expanding the oxide and mixed oxide gold mineralization in the Daylight Porphyry target, one of four targets on the property. Drilling intersected a series of nested porphyry intrusions carrying variable amounts of gold and copper. Significant drill results which may contribute to increasing the oxide gold resource include:

 

  • DH COLP24 – 01: 109.0 meters (357 feet) @ 0.76 g/t Au and 0.13% Cu from surface;

 

  • DH COLP24 – 03: 8.5 meters (27 feet) @ 5.11 g/t Au from 121.7 meters (399 feet);

 

  • DH COLP24 – 07A: 200.1 meters (656 feet) @ 0.52 g/t Au from surface to End of Hole;
    • Including: 118.0 meters (387 feet) @ 0.68 g/t Au and 0.11% Cu from surface;

 

  • DH COLP24 – 08: 138.0 meters (452 feet) @ 0.34 g/t Au from surface to End of Hole;
    • Including: 44.0 meters (144 feet) @ 0.54 g/t Au from 7.0 meters (22 feet); and

 

  • DH COLP24 – 09: 118.8 meters (389 feet) @ 0.46 g/t Au from surface to End of Hole.

Drill holes COLP24 01, 07, and 07A intersected broad zones of mineralization, expanding the mineralized zone at depth and demonstrating that the system remains open along trend to the south towards the Montura target, and at depth. Drill hole COLP24 07A was mineralized along its entire length. Drill holes COLP24 08 and 09 were drilled on the western side of the Daylight Porphyry target and expanded the known mineralization and showed that the western side of the resource is open to the west, north, and south. Drill holes COLP24 – 02, 03, 05, and 06 were drilled on the east side of the resource and show limited expansion but mineralization remains open to the north towards the Crater target, west, and south. See Figure 1 for the summary of 2024 drill hole locations and Figure 2 for the summary of significant gold and copper intercepts. The laboratory turnaround of drill-hole assays has been significantly longer than usual which made it difficult for the Company to plan its additional drill-hole locations. As a result, the Company’s Phase I drilling program has been paused while the Company prepares for additional geophysical surveys discussed in more detail below.

The copper and gold mineralization occurs within three porphyry intrusions which confirms the potential for larger primary copper-gold porphyry deposits, particularly in the untested targets of Montura, Crater, and Rayo Grande. These drill results and the distribution of mineralization suggests that a systematic deep-penetrating induced polarization (“IP”) survey will be useful to identify extensions of the known mineralization, look for underlying porphyry copper-gold systems, and to plan drilling for the Montura, Rayo Grande, and Crater targets (see Figure 3) in the area surrounding the Daylight Porphyry Zone. An IP survey is currently underway to optimize the targets for the Company’s proposed Phase II drilling program.

Andy Swarthout, Chairman, commented “The Phase I drilling advanced the expansion of the oxide gold mineralization at the Daylight target and has provided strong support that primary copper-gold porphyry systems underlie the oxide gold mineralization. To date, the presence of multiple intrusive phases, mineralized hydrothermal breccias, and intense quartz-sulfide stockwork veining indicates that the multiple, untested targets have excellent potential for both the discovery of additional oxide gold and large porphyry copper-gold deposits within our mineral concessions. We look forward to the IP survey results which we expect will provide more certainty for targeting our proposed Phase II drilling program.”

Figure 1. Location of 2024 Drill Holes (COLP with green collars) with color coded gold assays and historic drill holes (COL – black collars)

Drill Hole

From (m)

To (m)

Interval (m)

Weighted Average Au g/t

Weighted Average Cu%

COLP24 – 001

Surface

109.0

109.0

0.76

0.13

COLP24 – 002

1.0

35.2

34.2

0.22

0.03

COLP24 – 003

121.7

130.2

8.5

5.11

0.08

COLP24 – 004

61.5

78.9

17.4

0.21

0.02

COLP24 – 005

192.1

222.6

30.5

0.30

0.02

COLP24 – 006

83.8

103.4

19.6

0.44

0.05

COLP24 – 007

Surface

17.9

17.9

0.53

0.12

COLP24 – 07A

Surface

200.1

200.1

0.52

0.08

Inc.

Surface

118.0

118.0

0.68

0.11

COLP24 – 008

1.2

139.2

138.0

0.34

0.06

Inc.

7.0

51.0

44.0

0.54

0.10

Inc.

32.0

44.9

12.9

0.90

0.11

COLP24 – 009

0.3

119.1

118.8

0.46

0.12

Figure 2. Summary of Significant Gold and Copper Intercepts above 0.2 g/t Au cut-off grade.

 


 

Figure 3. Location of Exploration Targets at the Colpayoc Project, Peru

The National Instrument 43-101 Technical Report on the Colpayoc Project entitled “Technical Report on the Colpayoc Gold Property, Department of Cajamarca, Peru”, prepared by Steven L. Park and dated effective date December 20, 2021 (the “Technical Report”) can be found on the Copper Standard website at https://copperstandard.com or on Sedar+ at www.sedarplus.com.

Note: For additional information regarding the inferred mineral resource estimate, please refer to the Technical Report. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. Inferred mineral resources are considered too geologically speculative to have mining and economic considerations applied to them that would enable them to be categorized as mineral reserves.

Quality Assurance and Quality Control Statement

The Company’s 2024 drill program used conventional contracted core drilling with mainly HQ and/or NQ size. The core was logged and marked for sampling and assaying by Copper Standard Peru-based geologists. Samples, typically 1.0-2.0 meters in length were sawn in half using a diamond core saw and one-half of the core was placed in sample bags and tagged with unique sample numbers, while the remaining half was kept in the core box for storage. Each bagged core sample was shipped to ALS Laboratory in Lima, Peru.  Samples were dried, crushed and pulverized to >80% passing -200 mesh. Gold was analyzed by fire assay (30 g) with an AA (atomic absorption) finish (method Au-AA23) with detection limits of 0.005 g/t gold. Samples containing greater than 10.0 g/t gold are analyzed by fire assay with a gravimetric finish (method Au-GRA21). Multielement analyses were analyzed with ICP-MS following a four-acid digestion (method ME-MS61) and samples containing >1.0% copper are analyzed via method Cu-OG62. Strict sampling and QA/QC protocols are followed, and assay integrity is monitored internally with a quality control program including the insertion of gold standards and blanks in the sample stream on a regular basis.

Qualified Person

Andy Swarthout, Chairman, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical information in this news release.

 About Copper Standard Resources Inc.

Copper Standard Resources is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper-gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Recognizing the importance of sustainable practices, Copper Standard remains dedicated to thorough evaluation and responsible development within the mineral sector. Copper Standard continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Copper Standard, please visit our website at www.copperstandard.com or email us at [email protected].

Matt Fargey, Chief Executive Officer

604-628-1110

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

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding:  the Company’s expectation that drill results will increase the oxide gold inferred resource; the anticipated ‎potential for larger primary copper-gold porphyry deposits; the anticipated results or completion of any IP survey; the potential discovery of additional oxide ‎gold and porphyry copper-gold deposits within the Company’s mineral concessions; and the planned ‎initiation of the Company’s Phase II drilling program.‎ Forward-looking statements are statements that are not historical facts which address events, results, outcomes, or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve several risks and uncertainties.  Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the accuracy of mineral resource estimations; accuracy of drilling results; the results of future drilling programs; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the exploration of the Colpayoc property; preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations; failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, delays in or failure to receive access agreements or amended permits, risks inherent in the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company’s most recently filed management’s discussion and analysis, as well as its information circular dated December 20, 2021, available on www.sedarplus.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

 

COPPER STANDARD ANNOUNCES APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Vancouver, British Columbia, July 8th, 2024 – Copper Standard Resources Inc. (CSE: CSR) (“Copper Standard” or the “Company”) is pleased to announce the appointment of Matt Fargey to the position of Chief Executive Officer effective immediately.

Marcel de Groot, President, Director and prior CEO, commented “We are very pleased to welcome Matt to the Copper Standard team. Matt brings 15 years of experience in the mining industry and has a history of executing growth strategies and capital market initiatives for publicly traded mining companies. Matt has a track record of success, and he will be a great fit for creating value for our shareholders.”

Most recently Mr. Fargey served as the Chief Financial Officer of Maverix Metals Inc. (“Maverix”) which was sold to Triple Flag Precious Metals Corp. in 2023 for over US$700 million. In this previous role, Mr. Fargey was involved with acquiring assets, financial due diligence, investor relations, financial reporting, tax planning and compliance with internal controls and other laws and regulations. Prior to working with Maverix, Mr. Fargey worked with Sandstorm Gold Royalties and PricewaterhouseCoopers LLP. Mr. Fargey holds Chartered Professional Accountant and Chartered Financial Analyst designations and has a Bachelor of Commerce from the University of Victoria.  

Concurrent with the appointment and in accordance with the Company’s stock option plan, the Company has granted 500,000 incentive stock options on July 8th, 2024. The stock options are exercisable, subject to vesting provisions, over a period of five years at an exercise price of C$0.45 per share.

About Copper Standard Resources Inc.

Copper Standard Resources is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Recognizing the importance of sustainable practices, Copper Standard remains dedicated to thorough evaluation and responsible development within the mineral sector. Copper Standard continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Copper Standard, please visit our website at www.copperstandard.com  or email us at [email protected].

Marcel de Groot, President & Director

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

 Cautionary Note Regarding Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding: Mr. de Groot’s continuing activity with the Company; untested potential for supergene and porphyry copper – gold mineralization at depth at Colpayoc; comparisons to world class porphyry copper-gold deposits within the prolific Yanacocha District; and the ability to evaluate opportunities in the mineral sector on an ongoing basis. Forward-looking statements are statements that are not historical facts which address events, results, outcomes, or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve several risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the price of gold, silver and copper; the accuracy of mineral resource estimations; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, delays in or failure to receive access agreements or amended permits, risks inherent in the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company’s most recently filed management’s discussion and analysis, as well as its information circular dated December 20, 2021, available on www.sedarplus.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

COPPER STANDARD ANNOUNCES COMMENCEMENT OF DRILLING AT COLPAYOC PROJECT

Vancouver, British Columbia, April 3rd 2024 – Copper Standard Resources Inc. (CSE: CSR) (“Copper Standard” or the “Company”) announces the commencement of drilling at its flagship Colpayoc Project in the Yanacocha Mining District in Cajamarca, Peru.

The Company has started Phase I of a two-phase drill program. Phase I is expected to include approximately 16,400 feet (5,000 meters) of drilling over 18 drill holes to test the potential large copper/gold porphyry and expand the existing resource. The Company anticipates completion of the Phase I drill program by mid-2024. Phase II to be based upon Phase I results. The Company’s proposed drill program stems from the expansion of geologic knowledge and understanding of the deposit attained through the relogging of historical drill core and complementary detailed fieldwork.

During detailed geologic reviews, the Company identified a potential porphyry copper/gold target underlying the previously drilled oxide gold cap. The gold cap contains over 300,000 ounces of an inferred gold resource and remains open both laterally and at depth. Average drill hole depth will be approximately 655 feet (200 meters) where drilling is designed to confirm and expand the current oxide gold resource. At least two drill holes are expected to reach depths of approximately 1,300 feet (400 meters) to test for the enriched copper and copper-gold primary grades in the untested porphyry system underlying the Daylight oxide gold resource. 

These programs are fully funded for 2024 with the completion of the Company’s recently over-subscribed $5 million private placement.

Andy Swarthout, Chairman, commented “2024 represents a significant opportunity for Copper Standard, and we look forward to expanding our gold resource as we test the extent of the underlying porphyry system.  Previous drilling ended in phyllic alteration with anomalous gold and copper, indicating potential proximity to a porphyry copper/gold system.  Phase I drilling will not only establish the potential of the oxide gold mineralization at depth but will provide important guidance for expanded exploration of the underlying porphyry system in Phase II drilling.”

The National Instrument 43-101 Technical Report on the Colpayoc Project, can be found on the Copper Standard website at https://copperstandard.com  or on Sedar+ at www.sedarplus.com.

Qualified Person

Andy Swarthout, Chairman, is a qualified person as defined by National Instrument 43-101 and has reviewed and approved the technical content in this news release.

About Copper Standard Resources Inc.

Copper Standard is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Project in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. The Colpayoc Project is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Copper Standard continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Copper Standard, please visit our website at www.copperstandard.com  or email us at [email protected].

 

Marcel de Groot, President & Director

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

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding the meters of drilling and number of drill holes for Phase I drilling at the Colpayoc Project; completion of the Phase I drill program by mid-2024; identification of a potential porphyry copper/gold target; additional exploration potential of the Colpayoc Project in general; potential quantity and/or grade of minerals, the potential size of the mineralized zone, metallurgical recoveries, and the Company’s exploration and development plans in Peru. Forward-looking statements are statements that are not historical facts which address events, results, outcomes, or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve several risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the price of gold, silver and copper; the accuracy of mineral resource estimations; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, delays in or failure to receive access agreements or amended permits, risks inherent in the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company’s most recently filed management’s discussion and analysis, as well as its information circular dated December 20, 2021, available on www.sedarplus.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

COPPER STANDARD CLOSES FINAL TRANCHE OF OVERSUBSCRIBED PRIVATE PLACEMENT

Vancouver, British Columbia, January 22, 2024 – Copper Standard Resources Inc. (“Copper Standard” or the “Company”) (CSE: CSR) announces that further to its press releases dated December 1, 2023, December 19, 2023 and December 22, 2023, the Company has closed the second and final tranche (the “Final Tranche”) of its non-brokered private placement (the “Private Placement”) on January 19, 2024. Under the Final Tranche, the Company issued 3,388,877 units (“Units”) at a price of $0.45 per Unit for gross proceeds of $1,524,994.65. Pursuant to the Private Placement, the Company issued an aggregate of 11,154,964 Units at a price of $0.45 per Unit for total gross proceeds of $5,019,733.80.

Each Unit is comprised of one common share (“Share”) and one common share purchase warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at an exercise price of $0.90 per Share for a period of five years following the issuance of the Units.

The Company intends on using the net proceeds of the Private Placement as indicated in its amended offering document dated December 19, 2023. No finder’s fees were paid in connection with the Final Tranche.

Marcel de Groot, President and CEO of the Company commented, “We were pleased to see such strong support in this financing with demand well in excess of what we raised.  The primary use of the proceeds will be to advance Colpayoc and working capital purposes, as we anticipate drilling later in this quarter”.

The securities distributed under the Private Placement were issued in accordance with applicable Canadian securities laws.

About Copper Standard Resources Inc.

Copper Standard is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Copper Standard continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Copper Standard, please visit our website at www.copperstandard.com  or email us at [email protected].

 

Marcel de Groot, President & Director

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

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation relating to the anticipated use of proceeds. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “suggests,” “indicate,” “often,” “target,” “future,” “likely,” “pending,” “potential,” “goal,” “objective, ” “prospective,” and “possibly,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the Canadian Securities Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with risks associated with mineral exploration operations, including the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Management’s Discussion and Analysis, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com for a more complete discussion of such risk factors and their potential effects.

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

COPPER STANDARD (FORMERLY LEVEL 14) ANNOUNCES FIRST TRANCHE CLOSING OF PRIVATE PLACEMENT, NAME CHANGE AND CONSOLIDATION

Vancouver, British Columbia, December 22, 2023 – Copper Standard Resources Inc. (“Copper Standard” or the “Company”) (CSE: CSR) announces that further to its press releases dated December 1 and December 19, 2023, it has closed the first tranche of its previously announced non-brokered private placement (the “Private Placement”) of units of the Company (“Units”). Pursuant to the closing of the Private Placement, the Company issued Units at a price of $0.15 per Unit for gross proceeds of approximately C$3.5 million.  The Company intends on using the net proceeds of the Private Placement as indicated in its amended offering document dated December 19, 2023. The foregoing numbers are all on a pre-Consolidation (as defined and described below) basis.

The securities distributed under the Private Placement were issued in accordance with applicable Canadian securities laws, and are not subject to a hold period. The Company paid finder’s fees of $2,000 in connection with a portion of the first tranche of the Private Placement.

The Company also announces that further to its press releases dated December 5 and December 19, 2023, concurrently/immediately after closing the first tranche of the Private Placement, the Company changed its name from “Level 14 Ventures Ltd.” to “Copper Standard Resources Inc.”, changed its stock ticker symbol on the Canadian Securities Exchange from “LVL” to “CSR”, and consolidated its issued and outstanding common shares (“Shares”) on the basis of one (1) post-consolidation Share for every three (3) pre-consolidation Shares (the “Consolidation”).

Each Unit issued in the Private Placement consisted of one Share and one common share purchase warrant (each a “Warrant”) on a pre-Consolidation basis. Following the Consolidation, each full post-Consolidation Warrant entitles the holder to purchase one post-Consolidation Share at an exercise price of C$0.90 for a period of five years following the issuance of the Units.

As noted in prior press releases, as a result of the Consolidation, the 92,215,501 Shares issued and outstanding prior to the Consolidation, along with the 23,298,261 Shares issued pursuant to the closing of tranche 1 of the Private Placement, have been reduced to a total of approximately 38,504,587 Shares. Additionally, all outstanding stock options and warrants (including but not limited to the 23,298,261 Warrants issued pursuant to the Private Placement) have also been adjusted accordingly. Therefore, each shareholder’s percentage ownership in the Company and proportionate voting power will remain unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional Shares. The Company’s transfer agent, TSX Trust Company, will send to all registered holders a notice under the direct registration system indicating the number of Shares that they hold as a result of the Consolidation. Currently outstanding share certificates representing Shares will continue to be effective. They should be retained by Registered Holders and should not be forwarded to the Company or its transfer agent. Non-registered shareholders will have their brokerage accounts automatically updated to reflect the Consolidation.

Related Party Participation in the Private Placement

Insiders subscribed for 7,120,234 Units of the Offering for a total of 30.56% of the Private Placement. As insiders of the Company participated in the Offering, 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”).

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The Company did not file a material change report with respect to the participation of the insiders at least 21 days prior to the closing of the Private Placement as participation details were not determined at that time.

About Copper Standard Resources Inc.

Copper Standard is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Copper Standard continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Copper Standard, please visit our website at www.copperstandard.com  or email us at [email protected].

 

Marcel de Groot, President & Director

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

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to the closing of subsequent tranches of the private placement, the anticipated use of proceeds, and the date on which the Shares ultimately trade under the new name and ‎on a post-Consolidation basis. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “suggests,” “indicate,” “often,” “target,” “future,” “likely,” “pending,” “potential,” “goal,” “objective, ” “prospective,” and “possibly,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the Canadian Securities Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the completion of the Acquisition and risks associated with mineral exploration operations, including the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Management’s Discussion and Analysis, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com for a more complete discussion of such risk factors and their potential effects.

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

LEVEL 14 ANNOUNCES EFFECTIVE DATE OF NAME CHANGE AND CONSOLIDATION

Vancouver, British Columbia, December 19, 2023 – Level 14 Ventures Ltd. (“Level 14” or the “Company”) (CSE: LVL) announces that further to its press release dated December 5, 2023, the Company will change its name (the “Name Change”) to “Copper Standard Resources Inc.”, change its stock ticker symbol on the Canadian Securities Exchange to “CSR” (the “Symbol Change”), and consolidate its issued and outstanding common shares (“Shares”) on the basis of one (1) post-consolidation Share for every three (3) pre-consolidation Shares (the “Consolidation”).

The Company anticipates that the Name Change, Symbol Change and Consolidation will take effect at market close on December 22, 2023 with trading under the new CUSIP/ISIN numbers 216928101/CA2169281011 to take effect at the start of trading on December 27, 2023. As a result of the Consolidation, the 92,215,501 Shares issued and outstanding prior to the Consolidation will be reduced to approximately 30,738,500 Shares and outstanding stock options and warrants will also adjust accordingly. Each shareholder’s percentage ownership in the Company and proportionate voting power will remain unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional Shares.

Registered holders of Shares (“Registered Holders”) do not need to take any action. The Company’s transfer agent, TSX Trust Company, will send to all Registered Holders a notice under the direct registration system indicating the number of Shares that they hold as a result of the Consolidation. Currently outstanding share certificates representing Shares will continue to be effective. They should be retained by Registered Holders and should not be forwarded to the Company or its transfer agent. Non-registered shareholders will have their brokerage accounts automatically updated to reflect the Consolidation.

The Company also announces that it has filed an amended offering document dated December 19, 2023 (the “Amended Offering Document”) in connection with its previously announced private placement offering under the “listed issuer financing exemption” on December 1, 2023.  The Amended Offering Document can be accessed under the Company’s profile at www.sedarplus.com and at copperstandard.com. The Amended Offering Document was filed to, among other things: update recent developments to include the Name Change, Symbol Change and Consolidation; add a minimum offering size; and contemplate closing in tranches. Prospective investors should read the Amended Offering Document before making an investment decision.

About Level 14 Ventures Ltd.

Level 14 is a resource-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Level 14 continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Level 14, please visit our website at copperstandard.com or email us at info@copperstandard.com.

 

Marcel de Groot, President & Director

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

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to the Company’s plans and expectations regarding the Name Change, Symbol Change and Consolidation; the completion of the Name Change, Symbol Change and Consolidation; the closing of the private placement, and the date on which the Shares ultimately trade under the new name and ‎on a post-Consolidation basis. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “suggests,” “indicate,” “often,” “target,” “future,” “likely,” “pending,” “potential,” “goal,” “objective, ” “prospective,” and “possibly,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the Canadian Securities Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the completion of the Acquisition and risks associated with mineral exploration operations, including the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Management’s Discussion and Analysis, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com for a more complete discussion of such risk factors and their potential effects.

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

 

LEVEL 14 VENTURES ANNOUNCES NAME CHANGE AND CONSOLIDATION

Vancouver, British Columbia, December 5, 2023 – Level 14 Ventures Ltd. (“Level 14” or the “Company”) (CSE: LVL) announces it will change its name (the “Name Change”) to Copper Standard Resources Inc. (“Copper Standard”) to better reflect the Company’s strategic decision to focus on assembling quality copper/gold projects. In connection with the Name Change, the Company is changing its stock ticker symbol on the Canadian Securities Exchange to “CSR” (“Symbol Change”). The Company also announces a proposed consolidation of its issued and outstanding common shares (“Shares”) on the basis of one (1) post-consolidation Share for every three (3) pre-consolidation Shares (the “Consolidation”). The Company intends on effecting the Name Change, Symbol Change and Consolidation immediately after completion of the private placement announced on December 1, 2023.

Completion of the Name Change, Symbol Change and Consolidation remains subject to filings with the Canadian Securities Exchange. The Company will issue a further news release announcing the effective date of the Name Change, Symbol Change and Consolidation and the new CUSIP number for the Shares.

About Level 14 Ventures Ltd.

Level 14 is an exploration-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Level 14 continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Level 14, please visit our website at www.copperstandard.com or email us at [email protected].

Marcel de Groot, President & Director

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

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to the Company’s plans and expectations regarding the Name Change, Symbol Change and Consolidation; the completion of the Name Change, Symbol Change and Consolidation; the completion of the private placement, and the date on which the Shares ultimately trade under the new name and ‎on a post-Consolidation basis. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends, ” “estimates,” “projects,” “aims,” “suggests,” “indicate,” “often,” “target,” “future,” “likely,” “pending,” “potential,” “goal,” “objective,” “prospective,” and “possibly,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the Canadian Securities Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include risks associated with the completion of the Acquisition and risks associated with mineral exploration operations, including the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s Management’s Discussion and Analysis, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedarplus.com for a more complete discussion of such risk factors and their potential effects

 

LEVEL 14 VENTURES ANNOUNCES APPOINTMENT OF ROBERT QUARTERMAIN AS ADVISOR

Vancouver, British Columbia, December 4, 2023 – Level 14 Ventures Ltd. (“Level 14” or the “Company”) (CSE: LVL) announces the appointment of Dr. Robert Quartermain as an advisor to the Company. Currently, Dr. Quartermain serves as the Co-Chair of Dakota Gold Corp. and was most recently Founder and Executive Chairman of Pretium Resources Inc., which developed the Brucejack Project from exploration to Canada’s 4th largest gold mine in less than 8 years.  Pretium was acquired by Newcrest Mining in October 2022 for C$3.5 billion.  Prior to Pretium, he was President and Chief Executive Officer of Silver Standard Resources Inc. (now SSR Mining Inc.) for 25 years from 1985-2010. Dr. Quartermain holds a Bachelor of Science from the University of New Brunswick, a Master of Science from Queens University, his Professional Geoscience certification from the Engineers and Geoscientists BC and Honorary Doctor of Science from the University of New Brunswick. In addition to his focus on Dakota Gold and Level 14 Ventures, Dr. Quartermain has a number of education, wildlife and social justice philanthropic interests that he supports.

Dr. Quartermain was inducted into the Canadian Mining Hall of Fame (“CMHF”) in August 2022 for his significant contributions to the mining and exploration industry in Canada and internationally over his career.

About Level 14 Ventures Ltd.

Level 14 is an exploration-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Level 14 continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Level 14, please visit our website at www.copperstandard.com or email us at [email protected].

Marcel de Groot, President & Director

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

Forward-Looking Statements

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions, and are based on the Company’s current beliefs or assumptions as to the outcome and timing of such future events. The Company cautions readers that forward-looking statements, including without limitation those relating the potential of the Company’s Colpayoc Property and the Company’s future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

Although forward-looking information is based on the reasonable assumptions of the Company’s management, there can be no ‎assurance that any forward-looking information will prove to be accurate. Forward-looking information involves known and ‎unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially ‎different from any future results, performance or achievements expressed or implied by the forward-looking information. Such ‎factors include, the risk that the Company may not be able to locate attractive deposits at Colpayoc, or at all; changes in laws, regulations and government practices; that a material adverse change may occur to the ‎business of the Company; and such other risks as are identified the Company’s public disclosure ‎documents filed on SEDAR at www.sedar.com. The forward-looking information contained in this release is made as of the date ‎hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new ‎information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and ‎assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing ‎statements expressly qualify any forward-looking information contained herein.‎

 

LEVEL 14 VENTURES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Vancouver, British Columbia, December 1, 2023 – Level 14 Ventures Ltd. (“Level 14” or the “Company”) announces that it intends to complete a non-brokered private placement pursuant to the Listed Issuer Financing Exemption (“LIFE”) of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) to raise gross proceeds of up to C$5,000,000 from the sale of up to 33,333,333 units (each, a “Unit”) at a price of C$0.15 per Unit (the “Private Placement”). Each Unit will consist of one common share in the capital of the Company (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of C$0.30 for a period of five years following the issuance of the Units. The Company will use the gross proceeds of the Private Placement for furthering the exploration work on the Company’s Colpayoc project in Peru and working capital.

Subject to compliance with applicable regulatory requirements, the Private Placement is being made to purchasers’ resident in Canada, except Quebec, pursuant to the LIFE under Part 5A of NI 45-106. The securities issued under the Private Placement will not be subject to a hold period in accordance with applicable Canadian securities laws.

There is an offering document related to this offering that can be accessed under the Company’s profile at www.sedarplus.com and at copperstandard.com. Prospective investors should read this offering document before making an investment decision.

Certain directors and officers of the Company will participate in the Private Placement. As a result, the Private Placement is expected to be a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Private Placement will be exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI-61-101 because the Common Shares are listed only on the Canadian Securities Exchange (the “CSE”) and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 because neither the fair market value of the Units to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement is expected to exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.

Closing of the Private Placement is subject to the Company obtaining all necessary corporate and regulatory approvals, including approval of the CSE. The Company may pay finders’ fees in connection with the Private Placement and in accordance with the policies of the CSE.

The securities described herein 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 accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Click here to view Level 14 Ventures offering document.

About Level 14 Ventures Ltd.

Level 14 is an exploration-stage mining company with a focus on copper and gold, with an option to acquire 100% of the Colpayoc Property in Peru. Colpayoc has significant, untested potential for supergene and porphyry copper – gold mineralization at depth, beneath drill holes bottoming in oxide gold-copper mineralization. Colpayoc is largely untested with limited drilling and is similar to many of the world class porphyry copper-gold deposits within the prolific Yanacocha District. Level 14 continues to evaluate opportunities in the mineral sector on an ongoing basis.

For more information about Level 14, please visit our website at copperstandard.com or email us at [email protected].

Marcel de Groot, President & Director

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

Forward-Looking Statements

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions, and are based on the Company’s current beliefs or assumptions as to the outcome and timing of such future events. The Company cautions readers that forward-looking statements, including without limitation those relating to closing the Private Placement, the potential of the Company’s Colpayoc Property and the Company’s future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

Although forward-looking information is based on the reasonable assumptions of the Company’s management, there can be no ‎assurance that any forward-looking information will prove to be accurate. Forward-looking information involves known and ‎unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially ‎different from any future results, performance or achievements expressed or implied by the forward-looking information. Such ‎factors include, the risk that the Company may not be able to locate attractive deposits at Colpayoc, or at all; changes in laws, regulations and government practices; that a material adverse change may occur to the ‎business of the Company; and such other risks as are identified the Company’s public disclosure ‎documents filed on SEDAR+ at www.sedarplus.com. The forward-looking information contained in this release is made as of the date ‎hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new ‎information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and ‎assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing ‎statements expressly qualify any forward-looking information contained herein.‎

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

 

 

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