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Belmont Resources Shareholders Overwhelmingly Approve Change of Control Resolution
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June 2, 2025 – TheNewswire - Vancouver, B.C., Canada - Belmont Resources Inc. (“Belmont” or the “Company”) (TSX.V: BEA; FSE: L3L2) is pleased to announce that at the special meeting of shareholders held on May 30, 2025, shareholders overwhelmingly approved the Change of Control Resolution, with 99.99% of votes cast in favour.
Financing and Change of Control
By press release dated April 3, 2025, the Company announced its intention to undertake a private placement of up to 30,300,000 common shares at $0.045 per share for gross proceeds of $1,363,500. The Company closed a 1st tranche as to $180,000 on April 8, 2025.
Policy 4.1 - Private Placements ("Policy 4.1") of the TSX Venture Exchange (“TSXV”) Corporate Finance Manual requires shareholder approval where a transaction results in a shareholder or combination of shareholders holding or controlling 20% or more of the Company’s shares (a "Control Person"). The Company anticipates that, upon completion of the financing, three investors HMS Bergbau AG (“HMS”), ERAG Energie & Rohstoff AG PCC (“ERAG”) and LaVo Verwaltungsgesellschaft MBH (“LaVo”) will on a combined basis comprise a Control Person within the meaning of Policy 4.1. To fulfil the requirements of Policy 4.1, the Company held a special general meeting on May 30,2025 at which the resolution was presented to shareholders to approve, on a disinterested basis, excluding any shares held by the new Control Person and its associates and affiliated.
About the Strategic Investors
HMS Bergbau AG (HMS): A leading independent commodity trading company in Germany, with US$1.55 billion in sales for 2024. HMS is publicly traded on the Deutsche Börse (HMU), Berlin Stock Exchange (HMUG), and Frankfurt Stock Exchange (HMU.DE). In July 2023 HMS Bergbau acquired two majority stakes with mining and exploration licenses for lithium, cobalt, nickel, tantalum and rare earths in the Alatau region of Kazakhstan. (Press release from 11 July 2023 – HMS Bergbau AG acquires majority shareholdings in Kazakhstan.)
Mr. Dennis Schwindt is the CEO and Mr. Jens Moir is the CFO. HMS currently holds 9,200,000 common shares (approximately 9% of shares outstanding) and intends to subscribe for 15,000,000 additional shares through the private placement.
ERAG Energie & Rohstoff AG PCC (ERAG): A private investment holding company based in Vaduz, Liechtenstein. ERAG is focused on commodities, including energy, mining, and raw materials.
Dr. Lars Schernikau is a control person of ERAG. ERAG currently holds 14,000,000 common shares (approximately 13.7% of shares outstanding) and intends to subscribe for 4,000,000 additional shares
LaVo Verwaltungsgesellschaft MBH (LaVo): A private investment company based in Berlin, Germany. Mrs. Michaela Schernikau, Mr. Heinz Schernikau, Dr. Lars Schernikau, Mrs. Yvonne Oestreich are the shareholders. Michaela Schernikau, Heinz Schernikau, Lars Schernikau and Yvonne Oestreich are related.
LaVo currently holds no common shares and intends to subscribe for 7,300,000 shares through the private placement.
The Company intends to use the gross proceeds of the financing for working capital.
Now that shareholder approval has been obtained, the Company will now apply to the TSX Venture Exchange for approval to close and issue the securities. All securities to be issued shall be subject to a hold period expiring four months and one day from their date of issuance. Completion of the financing and the issuance of the securities remain subject to receipt of all necessary regulatory approvals, including the approval of the TSXV.
Pursuant to Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Company will be relying on Section 5.5(g) – Financial Hardship and this transaction is exempt from the formal valuation requirements of MI 61-101. The Company did not file a material change report 21 days prior to the closing date of this private placement as details of the respective participation of such insiders in the financing was unknown at such time.
Summary
“George Sookochoff, President and CEO of Belmont Resources, stated, “Shareholders’ approval of a Change of Control signals a new phase for Belmont, unlocking several pathways for growth and value creation. By endorsing this change, shareholders enable the Company to attract and secure strategic European partners who are willing to commit capital and resources to advance Belmont’s projects. This influx of investment not only accelerates current initiatives but also strengthens the Company’s financial foundation for future exploration and development.
Additionally, these new strategic partners bring global networks and expertise, which can open doors to international markets and new mineral project opportunities. Access to such networks enhances Belmont’s ability to identify, evaluate, and acquire promising mineral assets worldwide, diversifying its portfolio and reducing reliance on any single project or region.
In summary, shareholder approval of the Change of Control empowers Belmont to leverage new capital, expertise, and global connections, positioning the company for accelerated growth, expanded project opportunities, and increased long-term value for shareholders.”
About Belmont
Belmont has assembled a portfolio of highly prospective copper, gold, lithium, uranium and rare earths projects located in British Columbia, Saskatchewan, Washington and Nevada States.
Flagship projects:
1. Come By Chance (CBC) Porphyry-CRD Target – British Columbia:
Drilling Planned Q2-2025 – view image at: View CBC 2025 Drill Plan Map
• The Come By Chance (CBC) property displays all the hallmarks of a significant porphyry copper-gold system with exciting CRD (Carbonate Replacement Deposit) potential, representing a prime exploration opportunity in southern British Columbia’s prolific Quesnel Terrane.
• June 2025 drilling scheduled to test this high-priority potential mineralized system.
2. Athelstan-Jackpot (A-J) Gold – British Columbia:
Drilling Planned Q3-2025 – view image at: https://bit.ly/AJ_2025_Drill_Plan
• A-J Gold Project, which includes two past producing gold mines—Athelstan and Jackpot—that yielded 7,600 ounces of gold and 9,000 ounces of silver (Minfile 082ESE047). Key highlights of the project include:
• Extensive Surface Gold Mineralization: A 1,500-meter gold trend with widespread surface gold mineralization has been identified.
• Potential Resource Estimate: Previous trenching and sampling suggest a potential resource of 2,000 to 5,000 ounces of gold in surface and near-surface mineralized areas (2002 Summary Report by R.E. Miller, P.Geo).
• Exploration Focus: Belmont is investigating the potential for economic gold grades in mineable surface and near-surface ore zones along this trend.
• Upcoming Drilling Program: In Q3 2025, drilling will target south-west trending linear high-resistivity zones identified as potential feeders originating from Jackpot fault. Jackpot fault may be providing conduit for mineralized hydrothermal mineralized solutions to surface.
view image at: https://bit.ly/Crackingstone_Uranium_map
• Exceptional High-Grade Uranium Potential: The property has demonstrated historic grab sample grades of up to 15.6% U₃O₈. Previous mining on the site produced 11 tons at an average grade of 2.3% U₃O₈.
(A Qualifying 43-101 Report On the Crackingstone River-Ruza Property Beaverlodge District SE of Uranium City Saskatchewan for Belmont Resources Inc. By R.A. Bernatchez, P. Eng. Consulting Geologist, July 11, 2006)
• Extensive Mineralized Corridors: Three major conductive and structural mineralized corridors, totaling 10 kilometers in length, have been identified and are associated with high-grade uranium occurrences.
• Comprehensive Drilling Program: Belmont has submitted a permit application for a two-year drilling initiative, which includes 40 drill holes totaling 10,000 meters. This program reflects the company’s confidence in the property’s potential to host significant uranium and rare earth resources.
Situated just six kilometers from Uranium City, the Crackingstone property benefits from excellent infrastructure, including road access, power availability, and logistical support. Belmont’s exploration efforts also include evaluating rare earth element (REE) potential on the property, further enhancing its strategic importance.
Optioned out projects:
1. Lone Star Copper-Gold – Washington State: 50% optioned to Australian Marquee Resources ASX:MQR; MQR has spent $2.5M in drilling, completed new resource in Dec. 2022 and a PEA in November 2023. (BEA NR Nov. 29, 2023)
2. Kibby Basin Lithium – Nevada State: 80% optioned to Australian Marquee Resources ASX: MQR; project located 60 kilometers north of the lithium rich Clayton Valley Basin. MQR has spent $2.5M in drilling in 2022 for potential deep seated lithium brine. 2022 Drilling confirmed high levels of lithium-bearing sediments along with dissolved lithium in the groundwater. (BEA NR Dec 8, 2022).
NI 43-101 Disclosure:
Mr. Laurence Sookochoff, P.Eng., independent consultant for Belmont Resources Inc., is a qualified person for the purposes of National Instrument 43-101 and has reviewed and approved the technical content in this news release.
ON BEHALF OF THE BOARD OF DIRECTORS
“George Sookochoff”
George Sookochoff, CEO/President
C: 604-505-4061
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This Press Release may contain forward-looking statements that may involve a number of risks and uncertainties, based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control. Actual events or results could differ materially from the Companies forward-looking statements and expectations. These risks and uncertainties include, among other things, that we may not be able to obtain regulatory approval; that we may not be able to raise funds required, that conditions to closing may not be fulfilled and we may not be able to organize and carry out an exploration program in 2025, and other risks associated with being a mineral exploration and development company. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.