Florida Canyon Gold Announces Closing of the Sale of its Mexican Business Unit to Heliostar Metals

As a result of the Transaction, FCGI no longer holds assets in Mexico, and Heliostar has assumed all responsibilities for the Mexican Business Unit, including reclamation.

SEATTLE (Scrap Monster):  Florida Canyon Gold Inc. (TSXV: FCGV) ('FCGI' or the 'Company') is pleased to announce the completion of its previously announced sale of its interests in the San Agustin mine, El Castillo mine, La Colorada mine, Cerro del Gallo project and San Antonio project (collectively, the 'Mexican Business Unit') to Heliostar Metals Ltd. ('Heliostar') for cash consideration of US$5,000,000 (the 'Transaction') and an additional US$5,000,000 in cash generated from operating cash flow after July 16, 2024.

The sale of the Company's interests in the Mexican Business Unit was completed through the sale of all of the issued and outstanding shares of the Company's Mexican subsidiaries, being the shares held by the Company, directly or indirectly, in each of Minexson S.A. de C.V., Compañía Minera Pitalla S.A. de C.V., Minera Real del Oro, S.A. de C.V., Mineral Sud California S.A. de C.V., Kings-San Antón S.A. de C.V. and Timmins GoldCorp Mexico S.A. de C.V., pursuant to a share purchase agreement dated July 16, 2024, between FCGI and Heliostar (the 'SPA').

As part of the Transaction, FCGI and Heliostar entered into an agreement eliminating the outstanding contingent payments payable by Heliostar to FCGI pursuant to the agreement under which Heliostar previously acquired the Ana Paula project, as well as the conditional option payments on the San Antonio project.

As a result of the Transaction, FCGI no longer holds assets in Mexico, and Heliostar has assumed all responsibilities for the Mexican Business Unit, including reclamation.

Integra Transaction Update

The completion of the sale of the Mexican Business Unit represents another milestone in furtherance of the completion of the Company's plan of arrangement transaction pursuant to section 192 of the Canada Business Corporations Act (the 'Arrangement'), subject to the terms and conditions of an arrangement agreement dated July 28, 2024, as amended on September 3, 2024 (the 'Arrangement Agreement'), entered into between FCGI and Integra Resources Corp. ('Integra'), which, subject to the satisfaction or waiver of certain customary closing conditions, is expected to be completed on November 8.

The Arrangement Agreement, provides, among other things, that Integra will acquire all of the issued and outstanding common shares of FCGI (the 'FCGI Shares') in exchange for common shares in the capital of Integra ('Integra Shares') at a share exchange ratio of 0.467 of an Integra Share for each FCGI Share. Following the completion of the Arrangement, it is expected that the FCGI Shares will be delisted from the TSX Venture Exchange.

 Courtesy: www.newsfilecorp.com

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