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.
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.
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