SAG Sterling Metals Corp

Copper Road Resources Inc. (TSXV: CRD, OTCQB: SAGGF) (“Copper Road” or the “Company”) is pleased to announce that its shareholders overwhelmingly approved two special resolutions authorizing the sale of the Copper Road Project to Sterling Metals Corp. (TSXV: SAG, OTCQB: SAGGF) (“Sterling”) (the “Transaction”) and the distribution (the “Distribution”) of an aggregate of 108,087,683 common shares of Sterling (the “Consideration Shares”) to shareholders of the Company as a reduction of stated capital, at a special meeting of shareholders of the Company held earlier today (the “Meeting”). Each of the resolutions were approved by over 90% of the votes cast by shareholders of Copper Road present in person or represented by proxy and entitled to vote at the Meeting.

Pursuant to the terms of a definitive share purchase agreement dated February 13, 2024 between the Company, Sterling and a wholly-owned subsidiary of the Company (the “Subsidiary”), Sterling will acquire the Subsidiary, which will hold the Copper Road Project, in consideration for the issuance of an aggregate of 108,087,683 Consideration Shares, of which Copper Road will retain 21,838,123 Consideration Shares, representing approximately 9.9% of the issued and outstanding common shares of Sterling, and distribute the remaining 86,249,560 Consideration Shares to its shareholders on pro rata basis. The completion of the Transaction and distribution of the Consideration Shares is expected to occur concurrently on May 10, 2024.

The Company approved the Distribution and established the close of business on Wednesday, May 8, 2024 (the “Record Date”) as the record date for the Distribution. The Company also established that the Distribution will be paid on the closing of the Transaction, being Friday May 10, 2024 (the “Dividend Payment Date”). Pursuant to the requirements of the TSX Venture Exchange (“TSXV”), the common shares of Copper Road (the “Copper Road Shares”) will be halted after market-close today and resume trading following the Dividend Payment Date.

The Canadian Depository for Securities (“CDS”) and other depositories will be notified of the Distribution and Dividend Payment Date, and the Company will coordinate arrangements with CDS and other depositories for the issuance and distribution of the Distribution. Beneficial shareholders, being those holding their Copper Road Shares through brokerage accounts where their Copper Road Shares are held via CDS or other depositories should contact their brokers for further information regarding payment of the Distribution.

Registered holders entitled to the Distribution, being those holding Copper Road Shares in certified form or under the Direct Registration System (“DRS”), will receive Consideration Shares by way of DRS statements evidencing the Consideration Shares to which they are entitled under the Distribution.

Shareholders with questions regarding the tax treatment of the Distribution should review the management information circular of the Company dated March 22, 2024, which was previously mailed to shareholders of the Company, a copy of which is also available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, and to consult with their own tax advisors.

The Distribution of the Consideration Shares will be distributed on a pro rata basis whereby each holder of a Copper Road Share will receive approximately 1.46 Consideration Shares. No fractional shares or cash in lieu thereof (or any other form of payment) will be payable as part of the Distribution, other than with respect to Copper Road Shareholders who are U.S. Persons (under United States law), who will instead receive a cash payment in lieu of the issuance of Consideration Shares. To the extent that the application of the Distribution ratio results in a fraction of a Consideration Share otherwise being payable, the number of Consideration Shares to be distributed to a holder of Copper Road Shares will be rounded down to the nearest whole number.

About Copper Road Resources 

Copper Road Resources (TSXV: CRD) is a Canadian based explorer engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals. The Company is exploring for large copper/gold deposits on the 24,000-hectare Batchewana Bay Project, 80 km north of Sault St. Marie, Ontario, Canada. 

About Sterling Metals 

Sterling is a mineral exploration company focused on large scale and high-grade Canadian exploration opportunities. Sterling is advancing the Adeline Project in Labrador which covers an entire sediment-hosted copper belt, with demonstrated potential for important new copper discoveries with significant silver credits, and the Sail Pond Project in Newfoundland.

For more information, please contact: 

Mark Goodman, Chairman Cellular: 416.324.9613 Email: mgoodman@libralithium.com Web: www.copperroad.ca

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the completion of the Transaction, the distribution by the Company of the Consideration Shares and the ownership of Sterling following the Transaction, final regulatory approvals, including, without limitation, the final approval of the TSXV, and the parties’ ability to satisfy closing conditions of the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions of the Company’s management, there can be no assurance that the Transaction will occur, or that if the Transaction does occur, it will be completed on the terms described above.

Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of all necessary regulatory and shareholder approvals and satisfaction of other conditions to the completion of the Transaction, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. 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 risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks and risks relating to the failure to receive all requisite shareholder and regulatory approvals.

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