Cartier Resources Inc. (“Cartier” or the “Corporation”) announces that it has filed an early warning report in respect of its holdings in Earthwise Minerals Corp. (“Earthwise”). The requirement to file this report was triggered by the receipt, on May 4, 2023, of 1,600,000 common shares of Earthwise (the “Consideration Shares”) issued to Cartier under the terms of an option agreement dated April 22, 2021, as amended, between Earthwise and Cartier (the “Option Agreement”). The Consideration Shares were issued at a deemed price of $0.08 per share in satisfaction of the scheduled share issuance required to be made by Earthwise under the terms of the Option Agreement (the “Share Issuance Payment”) and will be subject to a contractual release period, as follows: (a) July 22, 2023: 25%; (b) October 22, 2023: 25%; (c) January 22, 2024: 25%; and (d) April 22, 2024: 25%.
Immediately prior to the Share Issuance Payment, Cartier beneficially owned, and had control and direction over, 140,000 common shares of Earthwise, representing approximately 1.48% of the issued and outstanding common shares of Earthwise on a non-diluted basis. Immediately after the Share Issuance Payment, Cartier beneficially owns 1,740,000 common shares of Earthwise, representing approximately 15.74% of the issued and outstanding common shares of Earthwise on a non-diluted basis.
The Consideration Shares have been acquired by Cartier for investment purposes. Cartier has no current intention of increasing its ownership of, or control or direction over, additional securities of Earthwise. Cartier may, from time to time, increase or decrease its ownership of the Consideration Shares or other securities of Earthwise depending on market and other conditions.
This press release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated May 5, 2023. The early warning report has been filed on the System for Electronic Document Analysis and Review ("SEDAR") at www.sedar.com under Earthwise’s issuer profile. To obtain a copy of the early warning report filed by Cartier, please contact Philippe Cloutier at (819) 856-0512 or refer to SEDAR (www.sedar.com) under Earthwise’s issuer profile.