VANCOUVER, BC, Nov. 23, 2020 /CNW/ - ESV Resources Ltd.
(the "Company") (TSXV: ESV.H) is pleased to announce that it
has entered into definitive agreements (collectively, the
"Definitive Agreements"), each dated effective November 20, 2020, to acquire its first two
projects, both located in historic mining districts in Colombia.
The Company entered into an amalgamation agreement with
1255269 B.C. Ltd. (the "Guia
Antigua Vendor") to acquire the Guia Antigua Vendor, which
controls the Guia Antigua project (the "Guia Antigua
Acquisition"). The Company also entered into a share purchase
agreement with Gran Colombia Gold Corp. (TSX:GCM) ("Gran
Colombia"), Gran Colombia
Gold, S.A. and Gran Colombia Gold Titiribi Corp. ("Gran Colombia
Titiribi") to acquire Gran Colombia Titiribi, which has a
carried interest in the Zancudo project (pursuant to the terms of
an option agreement with IAMGOLD CORP.) (the "Zancudo
Acquisition", and together with the Zancudo Acquisition, the
"Transaction").
Under the terms of the Transaction, shareholders of the Guia
Antigua Vendor will be issued 15,000,000 common shares of the
Company in exchange for all of the outstanding share capital of the
Guia Antigua Vendor, and concurrently Gran Colombia will be issued
27,000,000 common shares of the Company in consideration for all of
the outstanding share capital of Gran Colombia Titiribi. In
addition to any escrow restrictions imposed by the policies of the
Exchange, all common shares issued to the shareholders of the Guia
Antigua Vendor and to Gran Colombia will be subject to a voluntary
pooling arrangement from which one-quarter of the shares will be
released on each of March 27, 2021,
June 27, 2021, September 27, 2021 and December 28, 2021.
The Guia Antigua Vendor is a privately-held British Columbia corporation, established for
the purposes of holding an interest in the Guia Antigua project.
Aside from its interest in the Guia Antigua project, the Guia
Antigua Vendor has no assets or material financial liabilities or
obligations. Gran Colombia Titiribi is a Panamanian
corporation controlled by Gran Colombia. Aside from its
interest in the Zancudo project, Gran Colombia Titiribi has no
assets or material financial liabilities or obligations.
Following the closing of the Transaction, the Company expects to
have approximately 93,117,915 common shares issued and
outstanding.
On Behalf of the Board of Directors,
ESV RESOURCES LTD.
Frederic Leigh, Chief Executive
Officer
Phone: 604.609.6110
Email: investors@denariussilver.com
Website: www.denariussilver.com
The TSX Venture Exchange has in no way passed upon the merits
of the proposed Transaction and has neither approved nor
disapproved the contents of this press
release. Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to Exchange acceptance and
shareholder approval, if applicable. The Transaction cannot be
completed until such approvals are obtained. There can be no
assurance that the Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should
be considered highly speculative.
Statements included in this announcement, including
statements concerning our plans, intentions and expectations, which
are not historical in nature are intended to be, and are hereby
identified as, "forward–looking statements".
Forward–looking statements may be identified by words
including "anticipates", "believes", "intends", "estimates",
"expects" and similar expressions. The Company cautions readers
that forward–looking statements, including without
limitation those relating to the Company's future operations and
business prospects, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
indicated in the forward–looking statements.
SOURCE ESV Resources Ltd.