Colibri Resource Corp. Signs Pilar Gold Property Option Agreement with Tocvan Ventures
Colibri Resource Corp. Signs Pilar Gold
Property Option Agreement with Tocvan
Ventures
DIEPPE, NB
,
Sept. 24, 2019
/CNW/ -
Colibri Resource Corporation
(TSX Venture - CBI) ("Colibri"
or "The Company") is pleased to announce that it has entered into a Property Option Agreement
with Tocvan Ventures Corp. (Tocvan) (CSE:TOC) on its 100% owned Pilar Gold Project located
near
Suaqui Grande, Sonora Mexico
.
Tocvan has been granted a 60 day exclusivity period for the project during which time they will
complete additional due diligence in exchange for paying Colibri
$25,000
(non-refundable). Upon
giving notice of satisfactory due diligence Tocvan will be granted an initial option to earn 51% of the
Pilar Project over a 5 year period and subject to satisfying the terms set forth below. Upon
completion of these terms Tocvan will be granted a 6 month option to purchase the remaining 49%
of Pilar. Tocvan will operate the project during the Option period.
"As previously indicated, Colibri has been seeking alternative strategies to begin unlocking trapped
deep value from its basket of five gold exploration projects located in Sonora State,
Mexico
. This
agreement is one result of those efforts."
stated Colibri's CEO
Ron Goguen
.
Trading on the Canadian Securities Exchange under the symbol TOC, Tocvan is a tightly held
mineral exploration company which currently has 10.33 million shares outstanding and 16.48 million
shares on a fully diluted basis.
By allowing Tocvan to option the Pilar project, Colibri will have the opportunity to participate in the
project's advancement along the value chain as well as to participate in any market value
appreciation that Tocvan may experience going forward.
Terms to Earn 51%
Upon completion of satisfactory due diligence and mutual endorsement of the Final Agreement,
Tocvan commits to the completing the following terms to earn a 51% ownership of Pilar over 5 years
(60 months):
Year 1: (Months 1 through 12)
i. Tocvan will issue 2,000,000 fully-paid common shares from its treasury to Colibri at
signing of Final Agreement (60 Days)
ii. Tocvan will pay
$100,000
CAD to Colibri at signing of Final Agreement (60 Days)
iii. Tocvan will perform
$250,000
CAD of exploration expenditures at Pilar over the
subsequent 12 month period (Months 1 though 12 of Final Agreement)
Year 2: (Months 13 through 24)
i. Tocvan will pay
$50,000
CAD to Colibri on anniversary of signing Final Agreement (Month
13)
ii. Tocvan will perform
$350,000
CAD of exploration expenditures at Pilar over the
subsequent 12 month period (Months 13 though 24 of Final Agreement)
Year 3: (Months 25 through 36)
i. Tocvan will pay
$75,000
CAD to Colibri at anniversary of Final Agreement (Month 25)
ii. Tocvan will perform
$400,000
CAD of exploration expenditures at Pilar over the
subsequent 12 month period (Months 25 through 36)
iii. Tocvan will issue 1,000,000 fully-paid common shares from its treasury to Colibri (at
Month 36)
Year 4: (Months 37 through 48)
i. Tocvan will pay
$75,000
CAD to Colibri at anniversary of Final Agreement (Month 37)
ii. Tocvan will perform
$500,000
CAD of exploration expenditures at Pilar project over the
subsequent 12 month period (Months 37 through 48)
iii. Tocvan will issue 1,000,000 fully-paid common shares from its treasury to Colibri (at
Month 48)
Year 5: (Months 49 through 60)
i. Tocvan will pay
$75,000
CAD to Colibri at anniversary of Final Agreement (Month 49)
ii. Tocvan will perform
$500,000
CAD of exploration expenditures at Pilar over the
subsequent 12 month period (Months 49 through 60 of final agreement)
iii. Tocvan will issue 1,000,000 fully-paid common shares from its treasury to Colibri (at
Month 60)
Upon satisfactory completion of all of the aforementioned payments, expenditures and share
issuances over this 5 year period Colibri will then assign 51% ownership of Pilar to Tocvan.
Anti-dilution Clause
If at any time during the 60 month earn in period should Tocvan's capitalization exceed 40 million
shares outstanding, Tocvan will issue to Colibri and amount of common shares equaling 7.5% of the
cumulative number of shares outstanding in excess of 40 million shares on a rolling basis. As an
illustration of this clause, if Tocvan's outstanding share capital is 40 million shares and Tocvan issues
100 additional shares to a third party, Tocvan shall at the same time issue 7.5 shares to Colibri.
Expenditure
Carry Over
Should Tocvan's annual exploration expenditure exceed the prescribed minimum annual amount, the
amount spent over the minimum may be applied to the following year's minimum expenditures.
Option to Purchase Balance of Project
Upon satisfactory completion of the aforementioned conditions to earn 51% of Pilar, Colibri will then
grant Tocvan a six month option to purchase the remaining 49% of the Pilar project in exchange for
$2,000,000
CAD and a 2% Net Smelter Royalty on the Project.
Should Tocvan elect NOT to purchase the remaining 49% of Pilar a joint venture shall be
formed with Tocvan owning 51% and Colibri owning 49% on the terms set out in the Final
Agreement.
NSR Buyback
Upon completion of Tocvan purchasing the balance of the project, Colibri will grant an option to sell
1% NSR back to Tocvan for a price of
$1,000,000
CAD.
The initial issuance of 2 million shares at the closing of the final agreement will result in Colibri
holding 16.4% of the shares outstanding in Tocvan. These shares will be held by Colibri for
investment purposes and the Company may sell or buy shares from time to time. It is anticipated
that the shares issued will be subject to a 4-month holding period from the date of issuance.
The Agreement will subject to TSX Venture Exchange approval.
About Colibri Resource Corp.
Colibri Resource Corp. is a Canadian based junior gold exploration and development company which
is focused in Sonora State,
Mexico
where it has five highly prospective projects at various stages of
exploration. These projects are near currently producing, past producing, and development mines.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news
release. Neither 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.
The statements made in this news release may contain forward-looking statements that may involve
a number of risks and uncertainties. Actual events or results could differ materially from the
Company's expectations and projections.
SOURCE
Colibri Resource Corporation
View original content:
http://www.newswire.ca/en/releases/archive/September2019/24/c6937.html
%SEDAR: 00021936E
For further information:
Ronald J. Goguen, President, Chairperson and Director, Tel: (506) 383-
4274, [email protected]
CO: Colibri Resource Corporation
CNW 08:36e 24-SEP-19