Voleo Announces Option Agreement on the Tombstone South Property and Change of Business to become a Mining Issuer
NEWS RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR RELEASE TO U.S. NEWSWIRE SERVICES
Voleo Announces Option Agreement on the Tombstone South Property and
Change of Business to become a Mining Issuer
April 22, 2021
VANCOUVER, CANADA , Voleo Trading Systems Inc. (TRAD: TSX-V) (“Voleo”) is pleased to
announce that it has entered into an option agreement dated Apr il 20, 2021 (the “ Option Agreement”)
with New Empire Exploration LLC (the “ Vendor”) to acquire a 100% in interest in the Tombstone South
Property (the “ Property”) located in Arizona (the “ Transaction”). In connection with the Transaction,
Voleo will change its name to Intrepid Metals Corp. The Transaction is a Change of Business transaction
under the rules of the TSX Venture Exchange (the “ Exchange”) and is subject to the approval of the
Exchange and other conditions customary for a transaction of this nature.
Tombstone Property
The Property is located 5.6 kilometers southwest of the town of Tombstone, Cochise County, Arizona,
USA. The Property is easily accessible via two hours of driving on paved highway from Tucson, Arizona.
This Property totals 1336 hectares and consists of federal mini ng claims and Arizona State Prospecting
Permits and is held 100% by the Vendor.
The Property is an exploration stage opportunity with potential to discover substantial, high-grade, silver/
lead/zinc veins and carbonate replacement deposits similar to t hose mined in the Tombstone District.
The Tombstone mines produced 32 million ounces of silver in the 1880s.
The target concept on the Property, in addition to the Tombstone style silver mineralization in the Bisbee
Group, will be to test the Cretaceous-Paleozoic contact. This s tratigraphic horizon hosts the Taylor
silver/lead/zinc deposit in southern Arizona, now owned by South 32. The Cretaceous-Paleozoic contact
zone on the Property, including its proximity to low grade porphyry copper deposits and high grade silver
deposits, presents a very favorable setting for Taylor deposit style mineralization.
Details of the Option Agreement
Pursuant to the terms of the Option Agreement, Vendor has grant ed Voleo the option acquire a 100%
direct interest in the Property through the direct acquisition of the Property by making following cash and
Purchaser share payments, and incurring the following minimum w ork commitments (all dollar amounts
are United States dollars):
2
Year Cash Consideration Share Consideration
Minimum Work
Commitment
Closing $10,000 80,000
1st Anniversary $30,000 100,000 $175,000
2nd Anniversary $100,000 200,000 $500,000
3rd Anniversary $100,000 300,000 $1,000,000
4th Anniversary $100,000 300,000 $1,500,000
5th Anniversary $500,000
TOTAL $840,000 980,000 $3,175,000
Voleo shall also grant the Vendor a 1.5% Net Smelter Royalty ov er the Property. One third of the Net
Smelter Royalty may be repurchased by Voleo for a cash payment of $500,000. Voleo shall have a right
of first refusal on the sale of the Net Smelter Royalty by Vendor.
No finder’s fees are payable in connection with the Transaction.
Financing
In conjunction with the Transaction, Voleo intends to undertake a non-brokered private placement to raise
up to a total of C$2,000,000 consisting of 8,000,000 units (the “Units”) at a price of C$0.25 per Unit (the
“Offering”). Each Unit will consist of one common share and one common share purchase warrant (each
whole warrant, a “ Warrant”). Each Warrant shall be exercisable to acquire one common sha re for a
period of 24 months at an exercise price equal to C$0.40.
The Company intends to use the net proceeds of the Offering to continue to evaluate and explore the
Property and for general corporate and working capital purposes.
The Offering will be non-brokered; however, the Company may pay finder’s fees in accordance with the
rules and policies of the TSX Venture Exchange. The Offering is subject to the approval of the TSX
Venture Exchange.
This news release does not constitute an offer of securities fo r sale in the United States. The
securities being offered have not been, nor will they be, regis tered under the Unites States
Securities Act of 1933, as amended, and such securities may not be offered or sold within the
United States absent U.S. registration or an applicable exempti on from U.S. registration
requirements.
Additional Information
Full details of the Transaction will be included in the disclos ure document that will be completed with
respect to the Transaction. The Transaction is being conducted at arm’s length. The name of the
Resulting Issuer will be “Intrepid Metals Corp.” The Company will not be completing a share consolidation
in connection with the Transaction. The Company also does not i ntend to make any changes to its
existing directors and officers in connection with the Transaction. Voleo anticipates applying for a waiver
of the sponsorship requirement.
The Company intends to seek a waiver of the shareholder approva l requirement for the Transaction on
the basis that it is without active operations as set out in Se ction 4.1(b)(iii) of Exchange Policy 5.2. In
April 2020, the Company announced that its technology platform would not reach profitability in 2020 and
was implementing cost savings measure in response to the COVID- 19 pandemic. In May 2020 the
Company announced that due to continued global uncertainty resu lting from COVID-19, it was shutting
down its US client operations. The intention of Voleo was to cease operations, cut all possible costs, but
retain its intellectual property and evaluate strategic opportu nities including partnership or sale. The
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Company has closed its US broker dealer, terminated its FINRA m embership and ceased operations.
Based on the state of the market and the Company’s current fina ncial situation, it does not anticipate
returning to active operations based on its existing technology . If the Transaction is completed, the
Company intends to divest its technology and focus exclusively on the exploration and development of
the Property.
The Company confirms that it is not and will not be subject to a cease trade order and will not otherwise
be suspended from trading on completion of the Transaction. In addition, Company shareholder approval
of the Transaction is not required under applicable corporate l aws and is not required under applicable
Securities Laws. Any waiver of the shareholder approval require ment is subject to approval by the
Exchange. The Company will confirm whether a waiver has been received in a subsequent news release.
Additional information as required by Exchange Policy 5.2 will be provided by way of a subsequent news
release. Trading in the common shares of the Company on the Exc hange will remain halted until such
times as the requirements of the Exchange are met.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any information released or received with
respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the
securities of Voleo Resources Ltd. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this news release.
Qualified Person
Dr. Chris Osterman, P. Geo, a consultant of Voleo, is a Qualifi ed Person (“QP”) as defined by National
Instrument 43-101. Dr. Osterman has reviewed and is responsible for the technical information disclosed
in this press release.
About Voleo Trading Systems Inc.
For more information on Voleo please visit ir.myvoleo.com.
ON BEHALF OF THE VOLEO BOARD
“Mark Morabito”
Executive Chairman
For further information please contact:
Voleo Investor Relations
+1-604-681-8030
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this release constitute forward-looking statements and forward-looking information (collectively referred to herein
as "forward-looking statements") within the meaning of applicable Canadian securities laws. Such forward-looking statements relate to: (i) future
events or Voleo’s future performance and future use of its te chnology; (ii) Voleo’s business objectives, operational timelines, and investment
requirements; (iii) removal of conditions relating to the completion of the Transaction; (iv) future exploration work on the Property and its potential
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to host mineralization; (v) completion of any concurrent financing; (vi) receipt of TSXV, regulatory and, if applicable, shareh older approvals of
the Transaction; and (vii) waiver of the sponsorship requirements.
All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements are often, but not
always, identified by the use of words such as "seek", "antici pate", "budget", "plan", "estimat e", "expect", "forecast", "may", "will", "project",
"potential", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknow n risks,
uncertainties and other factors that may caus e actual results or events to differ materi ally from those anticipated in such for ward-looking
statements. Voleo believes the expectations reflected in those forward-looking statements are reasonable but no assurance can b e given that
these expectations will prove to be correct and such forward-looking statements included in this release should not be unduly relied upon. These
forward-looking statements speak only as of the date of this release, or as of the date specified in the documents incorporated by reference into
this release, as the case may be.
With respect to forward-looking statements contained in this release, Voleo has made assumptions regarding, among other thing: the accuracy,
reliability and applicability of Voleo’s business model; the impact of COVID-19 on Voleo’s operations; the ability of Voleo to implement its business
plan as intended; the legislative and regulatory environments of the jurisdictions where Voleo carries on business; the impact of competition;
and the availability of financing to execute the business plan. Voleo has included the above summary of assumptions and risks related to forward-
looking statements provided in th is release in order to provide investors with a more complete perspective on Voleo’s current a nd future
operations and such information may not be appropriate for other purposes.
Readers are cautioned that the foregoing lists of factors are not exhaustive and it would be unreas onable to rely on any such f orward-looking
statements and information as creating any legal rights, that the statements and information are not guarantees and may involve known and
unknown risks and uncertainties, and that actual results may differ (and may differ materially) and objectives and strategies may differ or change
from those expressed or implied in the forward-looking statements or information as a result of various factors. Except as required by applicable
securities laws, Voleo is not under any duty and do not undertak e any obligation to publicly update or revise any forward-looki ng statements
after the date of this release.
Neither the TSX Venture Exchange nor its Re gulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.