(ACTION ! ! !) Rover Metals – Accredited Investors Pre-IPO Financing Opportunity With Enormous Potential

In this episode, Judson Culter the CEO of Rover Metals sits down Maurice Jackson of Proven and Probable to discuss the value proposition specifically for Accredited Investors. Rover Metals is a Pre-IPO company seeking to go public in the 3rd/4th Qtr. of 2017. Their flagship project the Up Town Gold Project located near the city of Yellowknife in the Northwest Territories of Canada is host to historic gold deposits Giant and Con Mine respectively. Investors will receive an in-depth, exclusive analysis on the Up Town Gold Project and why Rover Metals is receiving so much attention in the Sector. Specific highlights are the open pit potential next to a world class deposit run by proven, serially successful team of Board of Directors, Management and Technical Teams. Rover Metals is conducting financing to raise capital to pay for the IPO listing. Investors need to act on this opportunity as financing will be closed within the next 30 days.




Maurice: Welcome to Proven and Probable where we focus on metals, mining, and more. I’m your host, Maurice Jackson.


Today, we’re conducting and exclusive interview specifically for Accredited Investors that are seeking to identify a private gold junior mining company that’s approaching IPO listing on the TSX-V scheduled for the third or fourth quarter of 2017.


Our featured company is Rover Metals. We would like to share that today’s interview is time-sensitive and that this interview will have some forward-looking statements.


Joining us for a conversation on this unique value proposition is the CEO if Rover Metals, Judson Culter. Thank you for joining us, sir.


Judson Culter: Thank you for having me, Maurice.


Maurice Jackson: For our listeners, we wish to convey that within the next 30 days, we are delighted to share that we will have a position in Rover Metals for the virtues we will convey in today’s message. Mr. Culter, for first listeners, please share who is Rover Metals and why is there so much discussion and interest in your flagship project, the Up Town Gold Project.


Judson Culter: Thanks, Maurice. Absolutely. Rover Metals is a Vancouver, British Columbia, Canada-based natural resource exploration company. We are focused on the exploration and development of precious metals within Canada and specifically with the focus on the Northern Territories in Canada.


Our Up Town Gold Project is getting a lot of attention just in part due to the new school of geology which is finding large gold deposits in Archaean load granitoid-type structures as well as just the fact that the Uptown Gold Project is on the outer city limits of Yellowknife which is south and is a historic mining town dating back to 1938 with the Giant Mine and then the subject went to that Con and now, there’s a lot of resource players in and around that area.


Maurice Jackson: Now Judson, what is the driving thesis Rover Metals in regards to the Up Town Gold Project?


Judson Culter: When we sought out to find a property of merit in the precious metal space, we were really operating under the thesis that the best place find a new world-class gold deposit is in the shadow of an existing head frame of a historic giant, like in this case, the Giant Gold Mine. And you can literally stand on the Giant Mine head frame location and throw a rock in our property.


Maurice Jackson: Now, your thesis, it makes sense. The best place to find gold is next to a place that has already discovered of gold. When and how was Rover Metals able to acquire the Up Town Gold Project in such a highly contested sought out district?


Judson Culter: Yeah, absolutely. Now, last summer, we went about really trying to tie this property up. And I think one of the reasons why they’ve been overlooked because there was a historical con pit at Uptown in mid-70s. And again, it’s getting back to that new school of geology where right now, we’re just starting to see a resurgence of that area as well and with Terrax’s operations on the northern border. But the granitoid hosted Archaean lode-gold deposits.


Just two weeks ago, IMgold proved up a large granitoid hosted deposit in Ontario. So for us, there was a luck. I think there was some timing with a late stage Greenfield’s project like Uptown. It had also just been overlooked because there was some early stage work still needing to be done.


So for us, I think that just shows I think some credibility towards our technical team and our board that we were able to get what we feel was a very good deal by acquiring this property a year ago when the market was still relatively tough for projects at this stage.


Maurice Jackson: Now, let me as you this. Are there any reversionary interests, meaning is this 100% owned by Rover Metals?


Judson Culter: Our option agreement is such that we have a carried working interest of 75% after doing roughly $1.6 million in exploration work on the property and that’s in Canadian dollars. And we’ve got a 3-year period. We can accelerate that of course to do that investment. We can also do an up to 100% ownership if we issue 4.5% of our current outstanding equity. And so certainly, we’ll accelerate that process if we see this summer’s program gives us the results that we expect to see.


Maurice Jackson: How about the NSR on this?


Judson Culter: Yeah, there’s a 2% NSR buyable down to 1 for I think it’s a million dollars by their own price.


Maurice Jackson: All right. Now, please provide us with some historical background on gold in and around Yellowknife which dates back as you have mentioned earlier to 1938.


Judson Culter: Yeah, that’s correct. So the Giant Mine which really I think is the reason that Yellowknife, that city of 20,000 people exist today is that historic gold mine. Giant produced 8 million ounces of gold. It was a high grade deposit. There is – we have two surface open pit operations as well as the more extensive underground operation that went to 450 meters. Both 16 grams per ton was the average grade on that property.


And then you got the Con Mine which is just south of the city and Yellowknife. Similar story there, 6 million ounces, even to further depth, I think it was 4,500 feet.


And now with our property, there has been a resurgence on the interest in our property. In 1975, there was an open pit operation that was operated. Went down to about 10 meters of depth. It was high graded. I believe it was 149 grams per ton that was high graded over that open pit.


And then more recently, when this property was held under option by a different junior, that was in 2012-2013. There was a small joint program conducted with the average grades coming out of Rod Zone on the historic drilling was 10grams per ton and the channel sampling out of Rod Zone  at13 grams per ton on channel sampling. we’re still getting open pit potential there and averages around 3 grams per ton at Fox South.


Maurice Jackson: Now more recently, your options are conducted as own exploration program in 2016 respectively. What were the results from the exploration that has improved the confidence in the thesis?


Judson Culter: Yeah, absolutely. So that title went back to the optioners as you’ve mentioned there in 2016. And they believed enough in the project that they invested about 250,000 to further develop the project. There were some structual of geology work done that discovered three new surface bins. One of the surface samples on that was 145 grams per ton. And again, for us, that continues to indicate the economics of an open pit scenario.


There was also some geochem and some magnetics done with flyovers which really suggested that the results that we’ve had historically are not isolated to the southern limits of this property. The property itself is about 32-square kilometers. And what we saw from last summer’s program is that there’s actually two large mineralized trends which are going entirely across the property on the northeast trend and then on the northern border really runs right up into where Terrax stake their claims.


Maurice Jackson: And just to confirm, we’re discussing diamond drilling. Is that correct?


Judson Culter: That’s right, diamond core drilling up.


Maurice Jackson: And talk to us about the share zone and the strike length here.


Judson Culter: Yeah, absolutely. So we’ve got that length at the Fox South area. It’s about 400 meters on surface. And we’ve identified another 100 meters at Rod. So that’s about right now, 500 meters of length.


Maurice Jackson: And the shear zone is 60. Is that correct?


Judson Culter: I believe that’s correct. Yes.


Maurice Jackson: All right. So we’re dealing here basically with the potential of an open pit early state ground field exploration project. Next to a historic world-class deposit, you’ve got historical data. The location in and of itself makes the opportunity quite interesting. But to have open pit, that would be really an icing on the cake here.


Is the goal here to sell the project or develop into a commercial scale mine?


Judson Culter: Well, I think we got sort of 2-tiered approach. The short-term goal is to develop this into an open pit mining scenario in about three years’ time. Ideally, if we’re able to get the right permits to do toll milling. There is a need with our local community to have a toll milling type facility close to town.


We have also – as we do want to prove up the larger area of the property itself and not just focus in and around Fox and Rod. And in doing so, we also want to go below about 30 meters of depth to take some shots to see if there’s some blue sky. We find a lot of mineralization which is typical to the reverse faulting and the high grade of that geology then we certainly will try to move towards more of a proven resource-type model in which case the property likely would be resold before we ever were able to finish the open pit.


Maurice Jackson: Talk to us about infrastructure because that has a lot to do with your capital expenditures here. What’s the infrastructure like?


Judson Culter: Absolutely. So we’re about 5 kilometers right from downtown Yellowknife. What that does is that gives us access to some top talent in the field. No need to build camps. The airport is about 3 kilometers from the property. There is a winter road that goes into the Rod zone which is where the historical con pit is. There’s already and all-seasonal road that runs through the northeast part of the property which you can almost walk into Fox South from.


We’ve also got power lines that used to feed right into the Giant head frame. And that power line is actually right at location for Rod for that historical open pit as well really the focus for a lot of our exploration program in the summer.


So yeah, I mean the economics are just fantastic especially for a northern property which can have quite high exploration costs. In terms of being able to get the maximum amount of return for our exploration dollar, this property is really perfect for that.


Maurice Jackson: Sounds quite enticing. Switching gears. I recently interviewed legendary investors, Rick Rule and Dough Casey and their number one criteria for deploying capital, it wasn’t the latent material on the ground. It’s the people. And Rover Metals has done a remarkable job by having in place serially successful industry leaders on your board of directors, your management and technical teams.


Let’s discuss the team that makes up the Uptown Gold Project come to fruition.


Judson Culter: Well, I’m glad you asked that, Maurice. I mean clearly, there is no I in Rover Metals but there is a team. And that was I think the longest process in building the company to where it’s at today. We embarked on this about three – the company is about three years old. Even though we’ve only had the Up Town Gold Project for the last year, the first couple of years of building this company was really recruiting, building relationships, and getting the right people involved.


And that is reflected starting in our board of directors and our advisory team which is including Tookie Angus. Tookie I believe traces his pedigree back to the Murray Pezim, the early exploration markets in Vancouver. Certainly, he’s and Angel investor in a lot of resource deals in Canada. And he’s our fourth largest shareholder, a business development adviser, and he’s very active with our company on a weekly basis.


We’ve also got another rockstar director in Keith Minty. Keith Minty currently serves as a C-Suite Exec at Aurvista Gold, which is proven and operate world-class open pit mine in the Quebec area. He’s also a director of Auryn Resources. And I believe Keith was pretty instrumental in bringing the Homestake Resources to the team – sorry, the Homestake Property to the team at Auryn.


So yeah, certainly and then just go down the list, you got Lou Covello who is another one of our directors. Lou is a geologist. His entire career has been focused on the north. He is the founding partner of Aurora Geosciences which is at least in Whitehorse and Yellowknife considered to be the foremost geotechnical consultant in terms of geophysics and structural geology. So Lou is a big part of I think our longer term growth strategy as we continue to build the company and add new projects into the portfolio.


Maurice Jackson: How about the management? Let’s start with the CEO, Judson Culter. What makes him qualified for the task at hand?


Judson Culter: No, that’s great. Let’s start I guess just with success in the sector itself. My first win in the mining resource sector was Dolly Varden Silver project. That’s up in the Golden Triangle area, very close to Pretivm-Brucejack property. I was founder much like the similar scenario here with Rover. We acquired that asset with Dolly in 2010. It had about a half million ounces of silver at that time.


We built the company up, recruited the original founding team. And now, look at our project today where Hecla has taken it over. There are 12 million ounces of silver. Similar story with Rover, this is the grassroots where we’ve got a Greenfields – late stage Greenfields property in Uptown and hoping to take it to a big homerun.


The other thing I guess with myself, part of my passion is getting out there and recruiting and meeting people, building relationships, and trying to surround myself with people that are smarter than me. And I think that’s a key to success.


My background is a little less traditional for a CEO of a resource company. I have accounting and finance background, spent six years of my career working in the United States down in Washington State in private equity. I moved in back in Canada since 2010 working in the resource sector.


So I just go down the list with the rest of our team, if that’s OK.


Maurice Jackson: Sure. That was my next question actually. Talk to us about the complementary pieces here. Who are the other managing members and what specific skillsets do they bring to the table?


Judson Culter: Yeah, absolutely. So our COO and co-founder of Rover Metals is a gentleman by the name of Ron Woo. Ron is a P Engineer as well as an MBA and really brings a lot of technical experience to the team. Ron started his career at Hunter Dickinson here in Vancouver. And more recently, he was running production projects, Walter Energy’s coal properties up in Northern, B.C. as well as land core.


So Ron started on a large scale. And I think what’s exciting for both Ron and I is the ability to take in project from the early stages and then right through to production with our open pit mining plan.


And we’ve also got for on the geology side, our VP Exploration is a gentleman by the name of Raul Sanabria. Since immigrating from Spain to Canada several years ago, Raul has been responsible for the finding of several deposits down in South America, in Columbia. And has had some great success in the precious metal space. Most recently, he was VP Exploration for Red Eagle Exploration. That was formerly CB Gold. And he is living with his 2-year-old daughter. He was more than happy to be back in Vancouver. He is also working in addition to being our VO of Exploration, he is working on another gold project in the Golden Triangle here in B.C. as well.


So I think we’re very well-suited in terms of looking at our team from the board all the way down to management, people that have had several successes in the sector and know how to raise money but also develop a resource.


Maurice Jackson: I just want to reemphasize this. Serially successful germane to the task at hand, this is quite impressive. This is the number one feature in my opinion here that has really captivated my attention is the team here.


Let’s discuss some numbers here. How much cash and cash equivalence do you have?


Judson Culter: Well, it’s good that you ask that because the last 24 hours have actually been quite generous to us. So we’re now up to on the current financing 290,000 is our current cash position. Our current – our commitment for the Uptown Gold project that we made with our titleholder was a minimum of 350,000.


Our lead investor has given us a guarantee that they will in-fill the rest of the 350 so we’re about 60,000 short of that at the moment. But we are putting about – there is about 260,000 in the room left in those current financing. But we’re at this point well-suited to take that down over the next few months.


Maurice Jackson: Now, let’s talk about some historical transactions here. Talk to us about how Rover Metals has applied capital. Are we talking about a lifestyle company here? Are we actually putting this into the ground here?


Judson Culter: Well certainly, it has been very lean since we acquired Uptown in September of last year under the option. I think the round prior to the month of June, we’ve raised about 200,000. The allocation of those funds was getting the word out of other project. We really shopped Uptown Gold all over Vancouver. We took it to a few microcap conferences in the US as well as most recently in Toronto, PDCA.


I spent two months following PDCA in Toronto, building relationships, getting the story out, that’s reflected in part by Keith Minty joining our board in April. And we’ve also been working with players that are up, major exploration companies I should say that are already up in the north trying to see them or get – make sure that they’re part of the next financing we do.


And building relationships with the PI financials of the world as we sort of try and identify a lead brokerage firm for being public here in Q3 and Q4.


Maurice Jackson: Talk to us about a  sweat equity. You and I we’re talking about that offline.


Judson Culter: Yeah, you bet. So I guess our pre-money capitalization is 21 million shares out in the company. Roughly 18 million of that is held by management, board, and advisers. And really what that’s a reflection of is that this company has I’ve mentioned earlier is three years old. We didn’t start taking salaries as a management team until October of last year. So a lot of the incentive for the first few years of the company as we evaluated several other projects of merit was really just on an equity-only basis.


So what’s nice I think about that is as we near being public, the number of shares that are actually going to be free trading because we volunteer growing a lot of our founder stock, there’s only going to be about 3 million shares from the early rounds of our company free trading on an IPO.


Maurice Jackson: You mentioned conferences. You’re in Vancouver. The Sprott Natural Resource Symposium is coming up here in July. Will you be in attendance?


Judson Culter: I sure will. And we’re really looking forward to that event. Some of our current investors, major investors will also be there. And as I’ve mentioned, we’ve got about roughly 260,000 on this current financing that we’re still trying to raise. So we hope to have some success at that event.


Maurice Jackson: All right. What is your burn rate?


Judson Culter: Our burn rate right now currently is about 15,000 per month. I would expect that to stay at 15 until Q4 of this year when we intend to do a larger financing.


Maurice Jackson: All right. How much debt do you have?


Judson Culter: We have zero debt.


Maurice Jackson: Quite impressive. Who is financing the project and what is their level of commitment?


Judson Culter: Absolutely. So you know what? Our lead investor for this summer’s drill financing program is actually an industrial minerals producer that is based out in the United States. I sit on the board of directors of that company as well. And strategically, the board of that company has made the decision that it’s a natural hedge as an industrial minerals producer to be involved in the precious metals specifically gold exploration company that’s got near-term production credential with the open pit scenario.


So, we’ve given this investor a right of first refusal on our next financing round. And I would expect that if we can this summer show the economics of the open pit and continue to show that with our drill results, that they will likely take down the entire next financing which is a great problem to have.


And so this may very well be the last private placement that our company, Rover, does this year as a result of again, our strategic industrial’s interest.


We’ve also got on our investor list a company that is very capable of helping us to do marketing and get the word out and get interest in our stock once we are public in Q4. And that of course is the Palisade Capital. They’re an investor that yesterday has really just – we’ve been talking to them for a few months there. So looking forward very much to working with that group.


Maurice Jackson: Now, who are the major shareholders?


Judson Culter: Yeah, absolutely. So go back to roughly the pre-money capitalization of the company which is 21 million shares, 18 million of that is held by management, advisers, and the current board of directors. So that’s a big block of our shares.


On this current round, there has been some friends and family which represents about 2 million. And then as I’ve mentioned, we have an industrial minerals producer which is our lead investor as well as the Palisade Capital gentlemen.


Maurice Jackson: Judson, based on the data we have available, what type of value proposition do we have before us in comparing to current versus the market price?


Judson Culter: Well, that’s a good question. And I think rather than try to promise that this is going to be ten times return, which of course I think it will be, I think the best way is to just look at some of the comparable public company data as well as some comparisons with Giant. And so, Giant had two surface open pit operations. The circumference of the Uptown Gold property which is adjacent to Giant is 32 square kilometers and the largest surface area.


So that area is typical of having high grade deposits to it, a very deep, in Giant’s case, 450 meters. And I think if you look to our northern border which is Terrax northbound properties where you’ll see there as comparable for public company. Terrax got roughly six times the land package but they’re public. And their market cap is I believe about 32 times the market cap that we’re currently at with this current financing.


So I think we don’t necessarily need to prove up a large land package in order to get the market cap where Terrax but I think what we do need to show is that that depth of location in and around Yellowknife where Giant and Con are. It’s not just limited to the greenstones. I mean we’ve got this new school of geology which is now proven multiple times that Archean lode-gold is hosted in granitoids and that’s where granitoid deposit. And this is why this project has been historically overlooked.


Again, I’ll just say the comparable which is if you look at IMgold in the last two weeks, they proved up. They go on massive Archean lode granitoid deposit in Ontario and that they sold a portion of that for 195 million. So I think therein lies our story. And hopefully, what we return to the market as a public company here as we develop this project over the next two or three years.


Maurice Jackson: Multilayered question here, what is the next unanswered question for Rover Metals? When can we expect the response? How much will the response cost? And what determines success?


Judson Culter: Yeah. I think the answer to that is pretty short term here. We’ve got 350,000 that we’ve now – I think we have raised roughly 80% of that as of today. And that within the next – certainly by mid-September is when results of this summer drilling program will be available. And we will know the economics of an open pit scenario and we will also know an area of play on the property.


And certainly, we’re not going to do a lot of drilling below 30 meters but we will do a few holes. And we may get some very exciting blue sky on top of the open pits economics. So, short-term is the timing to knowing the value proposition here.


And I believe by – when our shares are being listed here in October and sort of November timeframe on the Toronto Venture, we hope to be able to tell the story of really this summer’s drill program.


Maurice Jackson: Next question for you. What did I forget to ask?


Judson Culter: I think really just the vision for the company over the next two to three years, I think really we’re going to develop this northern project but I think it will look – our shareholders should be excited to see that we will be adding in new projects of merit as we continue to grow the business. We have an outsource business model so that the project management for the exploration work in large part for the next two years of Uptown will be managed by Aurora Geosciences. So that frees up a lot of the resources of the management team to evaluate new projects.


And then you got serial guys like Keith Minty and Tookie Angus on your team as well as even just looking at Raul, our VP of Exploration. We’ve got pretty high hopes on new projects of merit that we will be bringing into the company.


Maurice Jackson: Judson, before we close, talk to us about this press release that I just saw, the letter of intent.


Judson Culter: Well, that’s correct. So we have – this is part of our structuring of pre-IPO. We’ve just signed a letter of intent to acquire a BC reporting issuer. It’s a stellar private company. It has got 150 shareholders. There are 1.5 million shares outstanding in that company. What we will be doing is doing a reverse takeover on a one for one basis and increasing our shareholder account to over 200 shares. And what that does is that qualifies us for a direct listing on the Toronto Venture Exchange as a tier 2.


Maurice Jackson: Judson, if investors were to give more information about Rover Metals, please provide us the contact details.


[End of transcript]

Proven & Probable

Maurice Jackson

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