April 30, 2024 – Toronto, Ontario – 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.
LEGAL*62543103.3
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: [email protected]
Web: www.copperroad.ca
