Norseman Silver Inc. Closes Option of Silver Vista Property in British Columbia
Norseman Silver Inc. Closes Option of Silver Vista Property in British Columbia
Vancouver, British Columbia – February 3, 2021 –Norseman Silver Inc. (TSXV: NOC) (“Norseman” or the
“Company”) is pleased to an announce that it has closed the acquisition (the “Transaction”) of the option
to acquire a 100% interest in certain mining claims located in the Province of British Columbia (the “Silver
Vista Property” or the “ Property”), pursuant to an option agreement (the “ Option Agreement”) with
CloudBreak Discovery Corp. (“CloudBreak”). Completion of the Transaction is subject to the approval of
the TSX Venture Exchange (the “Exchange”).
Pursuant to the Option Agreement, in order to fully exercise the option (the “Option”), the Company shall:
(i) pay to CloudBreak an aggregate of $50,000 and 2,000,000 common shares in the capital of the Company
(“Common Shares ”) in installments; (ii) pay to 1975647 Alberta Ltd. (“ 197 Alberta ”) an aggregate of
$45,000 and 1,000,000 Common Shares, in installments; and (iii) make aggregate exploration
expenditures of $275,000 on the Silver Vista Property over three years.
The first installment is composed of: (i) $50,000, $20,000 of which was payable to CloudBreak on the
effective date (the “ Effective Date”) of the Option Agreement and the remaining $30,000 of which was
paid on February 3, 2021; and (ii) 2,000,000 Common Shares payable to CloudBreak, issued on the date
hereof. The second installment is composed of $20,000 and 500,000 Common Shares payable to 197
Alberta on the second anniversary of the effective date (the “ Underlying Agreement Effective Date”) of
the underlying option agreement dated May 8, 2020. The third installment is composed of $25,000 and
500,000 Common Shares payable to 197 Alberta on the third anniversary of the Underlying Agreement
Effective Date. All Common Shares issuable pursuant to the Option Agreement shall be subject to a
statutory hold period of four months and a day.
In addition, pursuant to the Option Agreement, the Company has granted to CloudBreak a 1.0% net
smelter return (“ NSR”) royalty. The Company shall have the right to acquire one-half of the NSR from
CloudBreak at a price of $500,000. The Silver Vista Property is also subject to an underlying 2.0% NSR
royalty.
Related Party Transaction
The acquisition of the Option is a “related party transaction” as such term is defined by Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”),
requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority
shareholder approval of, the “related party transaction”. The Company intends to rely on an exemption
from the formal valuation and minority shareholder approval requirements set out in MI 61-101 as the
fair market value of the consideration does not exceed 25% of the market capitalization of the Company,
as determined in accordance with MI 61-101.
For further information, please contact:
Sean Hurd
Chief Executive Officer and Director
T: (604) 505-4554
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS THAT TERM IS DEFINED IN
THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS
RELEASE.
Cautionary Note Regarding Forward-Looking Statements
The above contains forward‐looking statements that are subject to a number of known and unknown risks,
uncertainties and other factors that may cause actual results to differ materially from those anticipated in
our forward‐looking statements. Factors that could cause such differences include: changes in world
commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change
in government and changes to regulations affecting the mining industry, the effects of COVID‐19 on the
price of commodities, capital market conditions, restriction on labour and international travel and supply
chains. Forward‐looking statements may be identified by such terms as “believes”, “anticipates”,
“intends”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”, and similar expressions.
Forward‐looking statements in this release include, among other things, the entering into and completion
the Option Agreement, statements regarding the issuance and trading of the Common Shares and
business, economic, and political conditions in Canada. Although we believe the expectations reflected in
our forward‐looking statements are reasonable, results may vary, and we cannot guarantee future results,
levels of activity, performance or achievements. We disclaim any intention or obligation to update or revise
any forward‐looking statements whether as a result of new information, future events or otherwise, except
as required by applicable law.