Original News Release
Altair signs LOI for 95% interest in Labrador claims
Mr. George Young reports
ALTAIR RESOURCES ENTERS A LETTER OF INTENT TO ACQUIRE A LARGE GROUP OF CLAIMS CONVERING RARE EARTH PROSPECTS IN LABRADOR; PROPOSES 10 FOR 1 ROLL BACK OF SHARES
Altair Resources Inc. has signed a binding letter of intent (LOI) dated March 2, 2026, for an acquisition under TSX Venture Exchange policy involving an option to earn up to a 95-per-cent interest in 1,534 claim blocks covering 38,379 hectares of prospective rare earth mineral claims held by Paradigm Minerals Inc., Unity Resources Inc., Nidon Enterprises Ltd., and 85893 Newfoundland and Labrador Inc. (collectively, the optionors). Each of the optionors is not a non-arm's-length party as defined in the regulations of the TSX-V. The company considers this transaction to be a fundamental acquisition under the policies of the exchange, but this remains subject to the company providing all required documentation to the exchange and the exchange confirming whether it is a fundamental acquisition. The exchange has yet to make a determination as to the type of transaction this is. The company's shares will remain halted as the company deals with the required filings.
The claims are held in mineralized corridors collectively defined as the Fox, Long Point and High Hills REE (rare earth element) trends located in Labrador. The project will be referred to as the Lab Paradigm project, based on an initial discovery made in 2009 by Gary Lewis, Aubrey Budgell and Brian Penney. The optionee shall also have the opportunity to option additional mineral claims in the surrounding area, subject to approval and restrictions established by the optionors. The LOI is subject to definitive agreement and exchange approval.
The claims host mineralization containing light and heavy rare earth elements, including neodymium, praseodymium, dysprosium, terbium, europium, yttrium and samarium, as well as gallium, niobium, tantalum and zirconium. These materials are utilized in permanent magnet systems, advanced electronics, high-performance computing hardware (including GPU-based (graphics processing unit) systems), specialty alloys, robotics, aerospace applications and high-efficiency energy technologies, including terrestrial and space-based power systems.
Of additional significance to the claims is the proximity to the Deep Fox and Foxtrot REE deposits in predevelopment stage owned by Search Minerals Inc. Inferred and indicated resources dated Dec. 31, 2021, are tabled below.
The qualified person and the company have not completed sufficient work to verify the historic information on the properties comprising the Deep Fox and Foxtrot projects, particularly regarding historical surface exploration, resource calculations and diamond drilling results. The issuer considers the historical estimates to be relevant to the project because it identifies the primary zones of mineralization that will guide the company's coming work. There are no more current estimate programs. The company is not treating these estimates as current and additional work, as outlined below, is required in order to verify the estimates.
The mineralization reported on the adjacent property held by Search Minerals may not be indicative of the mineralization on the claims.
Previous work completed on the property includes a geophysical review, lithostructural interpretation, target generation study and geology review. Field activities comprised prospecting, hand-held scintillometer surveys, and grab and channel sampling, representing expenditures in excess of $2.1-million from 2020 through the present.
Selected assays from previous work on the claims and near-term plans
Selected drill and channel sample assays include the following.
Note: These data are taken from Search Minerals third-year assessment report on prospecting, grab sampling, channel sampling and diamond drilling submitted to the government of Newfoundland and Labrador dated April, 2013, for the period 2012, submitted by Suzanne Butler, BSc.
The company has commissioned the preparation of a technical report on Form National Instrument 43-101 on the Lab Paradigm project. The company's near-term objective is to systematically evaluate the geological, structural and metallurgical characteristics of the claims to determine whether the identified mineralization to date may represent a potential future domestic source of these critical minerals within the broader North American supply chain framework.
The company plans to conduct financing in the near future to finance a structured, multiphased exploration program designed to rapidly advance the claims toward drill-ready targets and initial discovery testing. Certain phases will proceed concurrently to maximize efficiency, particularly in light of recent work completed by Paradigm Minerals. It is anticipated that financing in one or more tranches will finance the phases of data compilation and target definition, surface sampling and validation, initial diamond drilling of 1,500 to 2,500 metres over five to 10 drill holes, report preparation and submittal. This work is essential in order to upgrade/verify the historical resource estimates.
Drilling would be designed to test priority targets for grade continuity and structural controls. Core will be analyzed using a comprehensive multielement assay suite, including rare earth elements and associated critical metals. Preliminary metallurgical characterization may be undertaken where warranted. The objective of this phase is to test the discovery potential of the property and establish the foundation for expanded follow-up drilling.
Proposed rollback of shares and description of the transaction
In connection with the transaction described in the LOI, the company plans to consolidate all the issued and outstanding common shares of the company based on one new common share for every 10 old common shares, subject to the approval of shareholders and the TSX-V.
With currently 57,266,624 common shares issued and outstanding in the share capital of the corporation, on a postconsolidation basis, the company shall have approximately 5,726,662 common shares issued and outstanding. The purpose of the consolidation is to adjust the number of outstanding common shares to levels that are better aligned with the company's new valuation and scope, improved financing options as the company progresses the work on the claims in 2026.
The consolidation will not materially affect the percentage ownership a shareholder has in the company or impact on the respective voting rights and privileges. It simply increases a shareholder's per-share value proportionately through a reduction in the number of issued and outstanding shares.
Following the share consolidation, the transaction calls for the issuance to the optionor of 4.85 million postconsolidation common shares. The LOI calls for payments of $50,000 (which has been paid) on signing, an amount of $6,500 in new claim staking/filing fees covering 100 new claims at $65 per claim filing fee (which has been paid), $25,000 on or before June 1, 2028, $200,000 on or before June 1, 2029, and, in the event a preliminary economic assessment (PEA) defined a resource containing one million gold equivalent ounces or more, another $1-million as a bonus. There are no finders' fees to be paid in connection with this transaction.
The initial payments of $50,000 plus the $6,500 in new claim fees have been advanced to the company by George S. Young, the company's chief executive officer, and a non-arm's-length party, and, as such, the loan is a related party transaction. These amounts have been lent to the company under an agreement dated Feb. 2, 2026, the terms of which are that the amount loaned is without interest and is payable on demand.
The company may in the future make a shares-for-debt submission covering this loan and other debts of the company.
As Mr. Young is a related party of the company, the loans to the company by Mr. Young constitute related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain formal valuations and minority shareholder approval in connection with the loans by Mr. Young in reliance of the exemptions contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101. The loans were unanimously approved by the disinterested members of the board of directors of the company.
A material change report and a loan submission under the pertinent exchange policies in relation to these matters will also be submitted.
Work requirements include $500,000 by June 22, 2026 (Year 1) (for which a grant may be applied, and any amount of the grant may be credited), $1-million on or before June 1, 2027 (Year 2), $1-million on or before June 1, 2028, and $1-million on or before June 1, 2029. Additional consideration share payments are to be made of one million on or before June 1, 2028, and two million on or before June 1, 2029. Upon meeting the requirements listed below, the company will be vested as follows:
Year 1 -- 25-per-cent interest in the claims;
Year 2 -- 35-per-cent interest in the claims;
Year 3 -- 45-per-cent interest in the claims;
Year 4 -- 95-per-cent interest in the claims.
The claims will carry a 4-per-cent NSR (net smelter return) royalty, 3 per cent of which can be purchased by the company for a price of $1-million per percentage point purchased.
Mr. Young said: "We are delighted to sign the letter of intent covering over 38,000 hectares of prospective rare earth claims in a very prolific district in Labrador. We believe the transaction holds a high potential to create value for our shareholders far greater than the required payments and expenditure requirements. We are looking forward to completing a technical report on Form NI 43-101, restructuring the company's share capital and performing low-cost exploration on the claims. Obtaining exchange approval will proceed in a timely and efficient manner as we roll forward with this new chapter for Altair."
Continuing acquisition programs
Altair has discontinued its efforts to evaluate and acquire the Corcoran project and the Simon property. It has evaluated other properties with rare earth potential and will continue evaluating projects of rare earth or precious metal mineralization that have potential to create value for its shareholders.
Qualified person
The technical information contained in this news release has been approved by Mike Kilbourne, PGeo (PENGL), an independent consultant, who is a qualified person as defined in NI 43-101, Standards of Disclosure for Mineral Projects.
About Altair Resources Inc.
Altair Resources' is a junior exploration company now focusing on rare earth mineralization and acquisitions of other mineral projects that have potential to add value for the company's shareholders.
We seek Safe Harbor.
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