Vancouver, British Columbia – TheNewswire – September 21, 2020 – Norseman Silver Inc. (TSXV:NOC) (“Norseman” or the “Company“) is pleased to an announce that it has entered into an option agreement (the “Option Agreement“) with CloudBreak Discovery Corp. (“CloudBreak“) to acquire a 100% interest in certain mining claims located in the Province of British Columbia (the “Silver Vista Property” or the “Property“). The entering into of the Option Agreement is subject to the approval of the TSX Venture Exchange (the “Exchange“).
Pursuant to the Option Agreement, in order to fully exercise the option (the “Option“), the Company shall: (i) pay to CloudBreak an aggregate of $50,000 and 2,000,000 common shares in the capital of the Company (“Common Shares“) in installments; (ii) pay to 1975647 Alberta Ltd. (“197 Alberta“) an aggregate of $45,000 and 1,000,000 Common Shares, in installments; and (iii) make aggregate exploration expenditures of $275,000 on the Silver Vista Property over three years.
The first installment is composed of: (i) $50,000, $20,000 of which is payable to CloudBreak on the effective date (the “Effective Date“) of the Option Agreement and the remaining $30,000 of which is payable within five business days of approval of the Exchange (“Exchange Approval“); and (ii) 2,000,000 Common Shares payable to CloudBreak issuable within five business days of Exchange Approval. The second installment is composed of $20,000 and 500,000 Common Shares payable to 197 Alberta on the second anniversary of the effective date (the “Underlying Agreement Effective Date“) of the underlying option agreement dated May 8, 2020. The third installment is composed of $25,000 and 500,000 Common Shares payable to 197 Alberta on the third anniversary of the Underlying Agreement Effective Date. All Common Shares issuable pursuant to the Option Agreement shall be subject to a statutory hold period of four months and a day.
In addition, pursuant to the Option Agreement, the Company shall grant to CloudBreak a 1.0% net smelter return (“NSR“) royalty. The Company shall have the right to acquire one-half of the NSR from CloudBreak at a price of $500,000. The Silver Vista Property is also subject to an underlying 2.0% NSR royalty.
Related Party Transaction
The acquisition of the Option is a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Company intends to rely on an exemption from the formal valuation and minority shareholder approval requirements set out in MI 61-101 as the fair market value of the consideration does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Chief Executive Officer and Director
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NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS RELEASE.
The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry, the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “intends”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”, and similar expressions. Forward-looking statements in this release include, among other things, the entering into and completion the Option Agreement, statements regarding the issuance and trading of the Common Shares and business, economic, and political conditions in Canada. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
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