SFX Signs LOI to Acquire Two Gold/Copper Properties in Chile
15 Settembre 2011 - 9:32PM
Marketwired Canada
Silvore Fox Minerals Corp. (the "Corporation" or "Silvore Fox")(TSX VENTURE:SFX)
is pleased to announce it has signed a Letter of Intent ("LOI") with Sinotech
Mineral Exploration Chile Limitada ("Sinotech)", a subsidiary of Sinotech
Mineral Exploration Co., Ltd. of China, for the acquisition of two gold with
copper properties in Chile.
Sinotech Mineral Exploration Co. Ltd of China is the parent company of Beijing
Donia Resources Co. Ltd. ("Beijing Donia"), the largest single shareholder of
Silvore Fox with approximately 30% of the outstanding shares of the Corporation.
The properties consist of the Totora Gold Property which covers an area of 19.08
km2 and the Harvest Property with an area of 23.89 km2. Both properties are
located in the Atacama Region of Chile, southwest of Copiapo, in a metamorphic
terrain consisting of sedimentary rocks intruded by granitite. Sinotech is the
sole and exclusive owner of the mineral claims comprising the properties.
Property #1 The Totora Gold Property
The Totora property is a big vein system target containing Gold and Copper. It
is the more advanced of the two properties with Sinotech having conducted
mapping, geochemical, geophysics (mag and IP), trenching, and the examining of
the many artisanal pits. Initial test drill targets have been identified by
Sinotech for this property. They occur within two prominent vein systems in a
shear structure traceable for approximately five kilometers. Silvore Fox expects
to announce a test drilling program in the coming weeks.
Property #2 The Harvest Gold Property
This property is also currently considered a vein system target containing Gold
and Copper. Sinotech geologists previously compiled field data from the
artisanal pits and trenches active on the property. Mapping and a ground
magnetic survey have been completed. An IP (Induced Polarization) geophysical
program is currently planned as the next step towards locating the most
prominent drill targets within the vein systems, and this will be conducted
soon.
Management Comments
"Silvore Fox representatives have been on site in Chile starting due diligence
work on this acquisition. We were very impressed by the visible geology of the
properties and the quality of work performed by Sinotech. And we have a strong
comfort level with Sinotech through the involvement of our Chairman, Dr. Jingbin
Wang, who is also Chairman of Sinotech Mineral Exploration Co. Ltd of China.
These Chilean properties are promising properties for Silvore Fox and we will be
moving ahead as quickly as possible to maximize that potential for our
shareholders.
This transaction should clearly demonstrate to the marketplace the significance
and depth of the working relationship between Silvore Fox and Beijing Donia.
They have been a tremendous partner since late 2010 and we believe the best is
yet to come from our continuing relationship."
- Mr. Harold Cabrita, President and CEO, Silvore Fox Minerals Corp.
Terms of the LOI
Under the terms of the LOI, Silvore Fox will acquire from Sinotech a 100%
interest in the properties for total consideration of CAD$6,000,000 (six million
dollars) in a combination of cash and shares of the Corporation. The acquisition
price is payable in three (3) installments as follows: (i) CAD$3,000,000 payable
in Silvore Fox common shares on the completion of the Formal Agreement; (ii)
CAD$1,000,000 payable in cash on the first anniversary date of the Formal
Agreement; and (iii) CAD $2,000,000 payable in cash on the second anniversary
date of the Formal Agreement.
The number of common shares of the Corporation issuable for the first
installment of the acquisition price will be calculated using a weighted average
trading price of Silvore Fox common shares for the 15 days preceding the
execution date of this LOI, provided that the price per share is not less than
the discounted price allowed by the stock exchange on which the shares of
Silvore Fox are listed.
Should Silvore Fox decline to make some or all of the cash payments of the
Acquisition Price to Sinotech this would result in a 10% loss of ownership for
each one million dollars not paid, to a maximum of a 30% loss of ownership.
This transaction will be subject to entering into a Formal Agreement, meeting
all regulatory requirements and approvals, including but not limited to, the TSX
Venture Exchange, and the approval of the board of directors Silvore Fox.
The LOI provides Silvore Fox with a 90 day due diligence period, during which
significant geological due diligence, including drilling, will be performed.
Silvore Fox and Sinotech expect to sign the Formal Agreement on or before
December 14, 2011.
Mr. Ian Chisholm, PEng, a qualified person as defined by National Instrument
43-101, has reviewed and approved the technical information contained in this
news release.
The acquisition is a related party transaction for Silvore Fox pursuant to
Policy 5.9 of the TSX Venture Exchange ("Policy 5.9") As Sinotech's affiliate,
Beijing Donia, currently owns directly or indirectly or has direction or control
over more than 10% of the issued and outstanding common shares of Silvore Fox.
In accordance with Policy 5.9, the acquisition must be approved by a majority of
the minority shareholders of Silvore Fox. In addition to shareholder approval,
the acquisition will require the acceptance of the TSX Venture Exchange.
About Silvore Fox Minerals Corp.
Silvore Fox Minerals Corp. is a Toronto, Ontario, Canada based public mineral
exploration company. We are focused on base and precious metal exploration
projects.
On November 17th, 2010, Silvore Fox entered into a Strategic Agreement with
Beijing Donia Resources Co. Ltd ("Donia") at the China International Mining
Conference, 2010. Donia is the single largest shareholder of Silvore Fox
currently holding approximately 30% of the Corporation's outstanding shares.
This strategic partnership provides the Corporation with a strong platform for
growth through mineral exploration expertise, funding and strategic
acquisitions. SFX has an experienced management and geological team.
Harry Cabrita
President and CEO
This announcement contains forward-looking information and forward-looking
statements (collectively "forward-looking information") under applicable
securities laws, relating, but not limited to the Corporation's expectations,
intensions, plans and beliefs. Forward-looking information can often be
identified by forward-looking words such as 'anticipate', 'believe', 'expect',
'goal', 'plan', 'intend', 'estimate', 'may' and 'will' or similar words
suggesting future outcomes or other expectations including with respect to the
signing of the Definitive Agreement by the Corporation and Sinotech, the funding
by the Corporation of the exploration and development on the properties and the
payment by the Corporation to Sinotech for the interest in the joint venture
company. Such forward-looking information is based on current expectations that
involve a number of known and unknown risks and uncertainties that may cause
actual results to differ materially from those expressed or implied by the
forward-looking information. Factors that could cause actual results to differ
materially from any forward-looking information include, but are not limited to,
the risks that the parties will not proceed with the transaction, the actual
terms of the transaction will differ from those currently contemplated and the
transaction will not be successfully completed for any reason, capital and
operating costs varying significantly from estimates, delays in obtaining or
failures to obtain required governmental, environmental or other project
approvals, inflation, delays in the development of projects, uncertainties
relating to the interpretation of the geology, and unanticipated operational or
technical difficulties and other factors. Such forward-looking information is
based on a number of assumptions, including but not limited to, the ability of
the Corporation to raise sufficient capital to pay the exploration and
development costs on the properties and to pay for the interest in the joint
venture company, the availability of skilled labour, availability of equipment,
and future capital and operating costs. Should one or more risks and
uncertainties materialize or should any assumptions prove incorrect, then actual
results could vary materially from those expressed or implied in the
forward-looking information and accordingly, readers are cautioned not to place
undue reliance on this forward-looking information. The Corporation does not
assume the obligation to revise or update this forward-looking information after
the date of this announcement or to revise such information to reflect the
occurrence of future unanticipated events, except as may be required under
applicable securities laws.
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