1400 – 1040 WEST Georgia Street
1400 – 1040 WEST GEORGIA STREET
VANCOUVER, BC V6E 4H1
(604) 893-8384
December 20, 2018 News Release TSXV Symbol: PMR
TANGO GOLD PROJECT TRANSACTION AND PRIVATE PLACEMENT
Vancouver, B.C.: Prime Meridian Resources Corp. (“PMR” or the “Company”) (TSXV Symbol: PMR) is
pleased to announce that the Company has concluded a Binding Term Sheet for an option to purchase a
one hundred percent (100%) interest in the Tango Gold Project in Southern Sinaloa State, Mexico
(“Tango Project”). The Tango project consists of 3954 hectares over four contiguous concessions in
Mexico’s southern Sinaloa State. The Tango concessions have over one hundred historic workings
including larger tunnels and stopes as well as several smaller workings and pits.
Under the terms, PMR has the option to purchase 100% of the holding company for the Tango Project
concessions, subject to a royalty, by making US$5.0 million in total purchase payments and holding cost
payments within five (5) years of the execution of the Formal Agreement between the Parties and the
requisite regulatory approvals (Purchase Option). The total annual purchase and holding cost payments
are:
Year 1: $195,000
Year 2: $245,000
Year 3: $305,000
Year 4: $365,000
Year 5: $425,000
PMR will manage all aspects of the Tango Project upon the execution of the Formal Agreement subject
to being current on the payments due under the Purchase Option. PMR will contract the services of
Michelle Robinson (principal of the Vendor) or her mineral services comp any by paying monthly
consulting fees which will be accrued against the purchase payments under the Purchase Option. Ms.
Robinson will apportion the appropriate amount of time per month and annually to the Tango Project
commensurate with the monthly consulting fees.
PMR has the option of making the final purchase payment (US$5 million less total purchase payments
made to date) at the end of the 1st, 2nd, 3rd, 4th or 5th year of the term of the Purchase Option and the
final purchase payment will be paid in cash (50%) and common shares (50%) of PMR based on the
previous 30 day weighted average share price on the date of the payment.
PMR will spend a minimum of US$250,000 annually on the development of the Tango Project over the
term of the Purchase Option. These development expenditures will not be accrued against the purchase
payments under the Purchase Option. PMR will pay the annual property holding costs and taxes on the
Tango Project over the term of the Purchase Option and these payments will be accrued against the
purchase payments under the Purchase Option.
PMR will make an initial payment of US$40,000 to the Vendor on or before January 31, 2019 that will be
used by the Vendor to pay holding costs and will be accrued against the required purchase payments for
year one.
The Parties agree that should there be any production at the Tango Project during the Term of the
Purchase Option, the profits will be apportioned 100% to PMR subject to a 2% royalty in favor of the
Vendor. The Parties also agree that there will be a 20 kilometre area of influence around the boundaries
of the Tango Project. The Binding Term Sheet and the Formal Agreement are subject to due diligence,
execution of a Formal Agreement and receipt of any required technical reports and regulatory
approvals.
The Company will be conducting a non-brokered private placement financing of up to 15,000,000 units
at a price of ten cents ($0.10) per unit to raise proceeds of up to $1,500,000. Each unit will consist of one
common share and one common share purchase warrant (the “Warrants”) with each Warrant entitling
the holder to acquire one additional common share at a price of thirty cents ($0.30) per share for twelve
months from closing. The Warrants will be subject to the right of the Company to accelerate the
exercise of the Warrants if the shares of the Company trade at or above $0.50 for a period of 10
consecutive trading days.
The Company will, upon completion of the financing, have working capital on hand to move forward
with its resource-focused business plan. Finders fees may be payable on this financing and the Tango
Project transaction.
The Company will not be proceeding on the previously announced Kometa and Parral Transactions.
On behalf of the Board of Directors of
Prime Meridian Resources Corp.
"Brian Leeners"
Brian Leeners, CEO & Director
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has
neither approved or disapproved the contents of this press release.