Argentum Signs Definitive Agreement with Norsemont II
Argentum Signs Definitive Agreement with Norsemont II
May 28, 2019 - Toronto, Canada - Argentum Silver Corporation (TSX.V: ASL) (“Argentum” or the
“Company”) is pleased to announce that the Company has signed a definitive agreement dated May
27, 2019 (the “Agreement”) with Norsemont II Resources Corp. (“ Norsemont”), a private British
Columbia company. Norsemont owns a 100% interest in the Cochavara Silver-Lead-Zinc Project (the
“Cochavara Project”) in Northern Peru. Pursuant to the terms of the Agreement, Argentum will
acquire all the issued and outstanding securities of Norsemont in exchange for common shares in the
capital of Argentum (the “Proposed Transaction”). The Proposed Transaction contemplated by the
Agreement is a related party transaction.
Terms of the Proposed Transaction
Subject to regulatory and all other necessary approvals, Argentum will acq uire all the issued and
outstanding securities of Norsemont in exchange for 2,777,778 common shares in the capital of
Argentum at a price of $0.18 per common share. In addition, holders of convertible securities of
Norsemont will receive 400,000 common share purchase warrants of Argentum, each warrant entitling
the holder thereof to acquire a common share at an exercise price of $0.25 per common share on or
before the date that is three years following the closing of the Proposed Transaction . Following
completion of the Proposed Transaction, Argentum will provide the ongoing management team for the
Company and the shareholders of Norsemont will be entitled to have one nominee appointed to the
board of directors of Argentum.
Completion of the Proposed Transaction is subject to several conditions, including TSX Venture
Exchange (“TSXV”) final acceptance, completion of due diligence, board and minority shareholder
approval, if necessary. There can be no assurance that the acquisition will be completed as proposed
or at all. Trading in the securities of Argentum should be considered speculative.
Prior to the closing of the Proposed Transaction, Argentum shall, subject to TSXV approval, advance
$100,000 to Norsemont. The advance shall bear interest at a rate of 5% per annum and be repayable
on demand. The advance will be used to satisfy outstanding payables relating to the Cochavara Project
in Peru, pay for a tec hnical report relating to the Cochavara Project and ongoing costs related to
security at the Cochavara Project site.
Cochavara Project
The Cochavara Project consists of six concessions totalling 3,479 hectares located in the Department
of La Libertad in Northern Peru, approximately 70 kilometres east of the city of Trujillo. The historic
Quiruvilca silver/lead/zinc mine (“ Quiruvilca”) is located 3.5 kilometres northeast of the northern
boundary of the Cochavara Project area. Quiruvilca is a large polymetallic vein deposit with over 130
different mineralized structures hosted in the Mid -Miocene Calipuy volcanic complex . The
mineralization at Quiruvilca is contained in a series of narrow veins filling fractures and faults.
Although narrow, the veins tend to have an extensive lateral and vertical continuity . Production from
the Quiruvilca mine was first recorded in 1789, and has been mined on an industrial scale since 1924.
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More recently, Pan American Silver acquired the Quiruvilca mine in 1995 and sold the mine to a
private company in 2012. The Cochavara Project currently has a valid exploitation permit to extract
mineral for processing at third-party plants.
Related Party Transaction
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders (“MI 61-101”),
which is incorporated by reference into the policies of the TSXV under Policy 5.9, the LOI constitutes
a “related party transaction” as a result of Sprott Mining Inc. (“Sprott Mining ”), a corporation
controlled by Eric Sprott, being a control person of Argentum and a control person of Norsemont.
Argentum intends to rely on the exemptions from the valuations a nd minority approval requirements
of MI 61-101 contained in sections 5.5(a) and Sections 5.7(a), because neither the fair market value of
the subject matter, nor the fair market value of the consideration for the Proposed Transaction, in so
far as it involves the interested party, exceeds 25% of Argentum’s capitalization.
About Argentum Silver Corp.
Argentum Silver is a junior mineral exploration company listed on the TSXV under the stock symbol
ASL. Argentum hold 80% interest in the Vanadium Ridge Property located at the southern end of the
Quesnel Trough 50 km north of Kamloops, British Columbia. The property consists of 20 mining
claims covering 2,151 hectares near the town of Barriere. The project hosts vanadium -rich magnetite
mineralization in seams and pods in altered ultramafic to intermediate intrusive rocks which form a
portion of a large Late Triassic Poison Creek diorite intrusion complex. The near-surface exposure of
vanadiferous magnetite is an attractive exploration target that may not require chemical processing for
the liberation of a magnetite concentrate. Argentum feels it is a good entry into what is becoming one
of the most sought-after commodities in the battery-metal sector.
The technical aspects of this press release have bee n reviewed and approved by Gary Nassif, M.Sc.,
P.Geo., President and CEO of Argentum.
For more information contact:
Gary Nassif, President & CEO
416-855-9304
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this
release.
This news release includes forward -looking statements that are subject to risks an d uncertainties. All statements within, other than
statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual
results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ
materially from those in forward -looking statements inclu de market prices, exploitation and exploration successes, continued
availability of capital and financing, and general economic, market or business conditions. There can be no assurances that s uch
statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not
assume any obligation to update any forward-looking statements except as required by applicable laws.