Major Precious Metals Corp. (“
Major Precious
Metals” or the “
Company”) (CSE:SIZE |
OTC:SIZYF | FRANKFURT:3EZ) has closed in escrow its previously
announced acquisition (the “
Acquisition”) of a
one-hundred percent interest in the Skaergaard precious metal
project (the “
Skaergaard Project”), pursuant to a
definitive purchase agreement entered into with Platina Resources
Ltd. (the “
Vendor”). The Skaergaard Project
consists of two exploration licenses located on the east coast of
Greenland.
The Canadian Securities Exchange (the
“Exchange”) has concluded that the Acquisition
constitutes a fundamental change for the Company in accordance with
the policies of the Exchange. As a result, the Acquisition remains
subject to approval by the Exchange and the shareholders of the
Company by way of written consent of the holders of the majority of
the outstanding share capital of the Company. While the Exchange
review is in process, the Exchange has consented to the Company
closing the Acquisition in escrow (the “Escrow
Closing”).
In the interim, Major Precious Metals and its
consultants continue to work full-steam ahead on several projects
to advance the Skaergaard Project including a Mineral Resource
Estimate (MRE) and Preliminary Economic Assessment (PEA), and
planning and preparation for the 2021 summer exploration and
drilling programs.
Escrow Closing Terms
In consideration for the Skaergaard Project, the
Company is required to complete a one-time cash payment of
Cdn$500,000 (the “Cash Payment”), and issue
55,000,000 common shares to the Vendor (the “Consideration
Shares”). In accordance with the Escrow Closing, the
Company has deposited the Cash Payment in a segregated account and
has issued the Consideration Shares. The Cash Payment, and the
Consideration Shares, will be held in escrow and will not be
released to the Vendor until such time as approval of the Exchange
and the shareholders of the Company is received. Upon receipt of
such approvals, the Cash Payment, and the Consideration Shares,
will be released to the Vendor, and the exploration licenses
comprising the Skaergaard Project will be transferred to the
Company. In the event such approval is not received, the Cash
Payment will be returned to the Company, and the Consideration
Shares will be returned to treasury and cancelled.
During such time as the Consideration Shares are
held in escrow, the Vendor will not have beneficial ownership of
the Consideration Shares and will not be entitled to exercise any
voting rights associated with the Consideration Shares. Once
released from escrow, the Consideration Shares will be subject to a
twenty-four month time release pooling arrangement, during which
time they may not be transferred, assigned, pledged or otherwise
traded. The Consideration Shares will be released from the pooling
arrangement in four equal tranches, with the first release after
six months, and each subsequent release occurring every six months
thereafter. The Consideration Shares are subject to accelerated
release in connection with share price performance, changes in
corporate structure or the distribution of the Consideration Shares
to the shareholders of Platina. In addition to the pooling
arrangement imposed by the terms of the Acquisition, the
Consideration Shares are subject to a statutory hold period in
accordance with applicable securities laws until February 28,
2021.
The Company is at arms-length from the Vendor.
Pursuant to the terms of the Acquisition, the Vendor is entitled to
nominate one member of the board of directors of the Company. The
Company anticipates that the Vendor will exercise this right and
propose a nominee upon the release of the Cash Payment, and the
Consideration Shares, from escrow.
Upon release of the Cash Payment, and the
Consideration Shares, the Company intends to issue 3,850,000 common
shares (the “Finder’s Fee Shares”) to an
arms-length third-party who assisted in facilitating the
Acquisition. The Finder’s Fee Shares will be subject to
four-month-and-one-day statutory hold period in accordance with
applicable securities laws.
The Company will issue a further news release
upon the receipt of the applicable approvals of the Exchange and
shareholders for completion of the Acquisition, and upon release of
the Cash Payment, and the Consideration Shares.
On behalf of the Board of Directors
MAJOR PRECIOUS METALS CORP.
Paul Ténière, M.Sc., P.Geo. President and Chief
Executive Officer Suite 810 - 789 West Pender Street Vancouver, BC
V6C 1H2 Ph: (604) 687-2038
About Major Precious Metals
Corp.
Major Precious Metals is a Canadian junior
mining and exploration company based in Vancouver, BC that owns a
diversified portfolio of exploration properties within some of the
most promising precious and base metal deposits worldwide. Major
Precious Metals is also engaged in the business of acquiring and
exploring precious metal projects near or adjacent to existing
mining operations controlled by well-established mining
companies.
Major Precious Metals is listed on the Canadian
Securities Exchange (“CSE”) and its common shares
trade under the ticker symbol “SIZE.” Additional information
relating to Major Precious Metals is available on SEDAR at
www.sedar.com as well as on the CSE at www.theCSE.com.
The Canadian Securities Exchange has in no way
passed upon the merits of the Acquisition and has neither approved
nor disapproved the contents of this news release.
Forward-looking Information Statement
This news release may contain certain
“forward-looking statements” and “forward-looking information”
within the meaning of applicable Canadian and United States
securities laws. When used in this news release, the words
“anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”,
“forecast”, “may”, “schedule” and other similar words or
expressions identify forward-looking statements or information.
These forward-looking statements or information may relate to the
anticipated completion of the Acquisition, regulatory requirements
or approvals necessary for completion of the Acquisition, and other
factors or information. Such statements represent the Company’s
current views with respect to future events and are necessarily
based upon a number of assumptions and estimates that, while
considered reasonable by the Company, are inherently subject to
significant business, economic, competitive, political and social
risks, contingencies and uncertainties. Many factors, both known
and unknown, could cause results, performance or achievements to be
materially different from the results, performance or achievements
that are or may be expressed or implied by such forward-looking
statements. The Company does not intend, and does not assume any
obligation, to update these forward-looking statements or
information to reflect changes in assumptions or changes in
circumstances or any other events affections such statements and
information other than as required by applicable laws, rules and
regulations.