Cyon Entered into a Definitive Agreement to Acquire 1296067 B.c. Ltd.
LEGAL_36258380.1
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
CYON EXPLORATION LTD.
TSX.V Symbol: CYON
CYON ENTERED INTO A DEFINITIVE AGREEMENT TO ACQUIRE 1296067 B.C. LTD.
Vancouver, British Columbia (May 17, 2021) – Cyon Exploration Ltd. (previously True Grit
Resources Ltd.) (the “Company”) announces that it has entered into a share exchange agreement
dated May 17, 2021 (the “Share Exchange Agreement”) with 1296067 B.C. Ltd. (“1296”) and the
shareholders of the 1296 (the “ Shareholders”) to acquire all the issued and outstanding shares
of 1296 from the Shareholders (the “Acquisition”).
1296 is the owner of certain mineral claims and interests in leases known as the Black Rock
Canyon property that were previously owned by Metals Explorations Inc. (the “ Property”). As
disclosed in the Company’s news release dated March 13, 2020, the Property is located in the
Bullion mining district approximately 55 mile southwest of Elko, Nevada. The Property comprises
about 3,894 acres, 31 lode claims totaling 620 acres, and 440 acres of fee minerals lease. Please
also see the National Instrument 43-101 technical report in respect of the Property available
under the Company’s SEDAR profile at www.sedar.com.
Pursuant to the terms of the Share Exchange Agreement, as consideration for the sale and
transfer of the 1296 Shares to the Company, the Company will issue to the Shareholders an
aggregate of 12,000,000 Common Shares.
Closing of the proposed transaction is subject to the TSX Venture Exchange acceptance of a filing
required to be made in respect of the Acquisition and all other necessary regulatory approvals
and acceptances, as well as other conditions precedents. There can be no assurance that the
proposed transactions will be completed as proposed, or, at all. Upon closing of the Acquisition,
the option agreement dated March 13, 2020, as amended, between the Company and Metals
Explorations Inc. will be terminated as the Company will have acquired the Property pursuant to
the Acquisition.
None of the securities issued in connection with the Acquisition will be registered under the
United States Securities Act of 1933, as amended (the “ 1933 Act”), and none of them may be
offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the 1933 Act. This news release shall not constitute an offer to sell
or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where
such offer, solicitation, or sale would be unlawful.
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Cyon Exploration Ltd.
Per: “Brian Thurston”
Brian Thurston
CEO
Tel: 778 928-6565
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This release includes certain statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are forward-looking statements. Forward-
looking statements are statements that are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur. 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 may differ materially from those in the
forward-looking statements. Factors that could cause the actual results to differ materially from
those in forward-looking statements include market prices, exploitation and exploration
successes, and continued availability of capital and financing, and general economic, market or
business conditions. Investors are cautioned that any such statements are not guarantees of
future performance and actual results or developments may differ materially from those
projected in the forward-looking statements. Forward-looking statements are based on the
beliefs, estimates and opinions of the Company's management on the date the statements are
made. Except as required by applicable securities laws, the Company undertakes no obligation to
update these forward-looking statements in the event that management's beliefs, estimates or
opinions, or other factors, should change.