SVE.V · 2020-11-19 12:00:00

Plymouth Realty Capital Corp. Enters into Definitive Agreement with Silver One Resources Inc. to Acquire Silver-Focused Mexican Assets and Engages Canaccord Genuity Corp. as Lead Agent.

Mergers & Acquisitions

LEGAL*51607376.1

Not for distribution to United States newswire services or for dissemination in the

United States

Plymouth Realty Capital Corp. Enters into Definitive Agreement with Silver One

Resources Inc. to Acquire Silver-Focused Mexican Assets and Engages

Canaccord Genuity Corp. as Lead Agent.

November 19, 2020 - Vancouver, British Columbia. PLYMOUTH REALTY CAPITAL CORP. (“Plymouth”)

(TSX-V: PH.H), a capital pool company, and Silver One Resources Inc. (“Silver One”) (TSX-V: SVE) are

pleased to announce that it has entered into a share purchase agreement dated November 19, 2020 (the

“Definitive Agreement”) with Silver One and KCP Minerals Inc., a wholly owned subsidiary of Silver One,

(“KCP Minerals ”) whereby Plymouth will acquire a 100% interest in the following three silver -focused

Mexican mineral properties, being Peñasco Quemado, Sonora; La Frazada, Naya rit; and Pluton, Durango

(the “Silver Properties”), from Silver One by acquiring all of the issued and outstanding shares of KCP

Minerals (the “Transaction”). The signing of the letter of intent in respect of the Transaction was previously

announced by Plymouth on September 28, 2020.

Plymouth is a capital pool company (“ CPC”) and intends the Transaction to constitute a Qualifying

Transaction under the TSX Venture Exchange (the “ Exchange”) Policy 2.4 – Capital Pool Companies .

Upon successful completion of the Transaction, Plymouth will be a Tier 2 mining issuer.

The Transaction

Under the terms of the Definitive Agreement, Plymouth has agreed to acquire from Silver One all of the

issued and outstanding shares of KCP Minerals, which holds a 100% interest in the Silver Properties, and,

in consideration of which, Plymouth will pay to Silver One $6,000,000 in cash and shares as follows: (a)

pay $1,000,000 in cash, and (b) issue $5,000,000 of common shares of Plymouth (the “ Consideration

Shares”). The total number of Consideration Shares to be issued to Silver One will be determ ined by

dividing $5,000,000 by the Offering Price (as defined below).

Plymouth will also grant a 1.5% net smelter return royalty (the “ Royalty”) on each of the Silver Properties.

At the option of Plymouth, Plymouth may repurchase two-thirds (2/3) of the Royalty (being a 1% net smelter

return royalty) with a payment equal to US$500,000 for each of the Silver Properties.

In connection the completion of the Transaction, Plymouth will change its name to Silverton Metals Corp.

(“Silverton Metals”) and list the common shares of Silverton Metals on the Exchange under a new stock

symbol (the “TSXV Listing”).

Upon completion of the Transaction and the Offering, Plymouth anticipates it will have 26,387,500 common

shares issued and outstanding.

As the Transaction is not a Non-Arm’s Length Qualifying Transaction, the Transaction will not require

shareholder approval of Plymouth. Mr. Girling is an independent director and shareholder of both Silver

One and Plymouth. Other than any securities held by Mr. Girling in each of Plymouth and Silver One, none

of the insiders of Plymouth own an interest in KCP Minerals.

The Transaction is subject to TSX Venture Exchange approval , completion of the Offering , acceptable

resale restrictions and other customer conditions for the Transaction.

LEGAL*51607376.1

Private Placement Financing

Plymouth is also pleased to announce that it has engaged Canaccord Genuity Corp. (“Canaccord”) as lead

agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including Sprott Capital

Partners (the “Agents”), to act as agents, on a “best efforts” basis, in connection with an offering of up to

10 million subscription receipts (the “Subscription Receipts”) at a price of $1.00 per Subscription Receipt

(the “Offering Price”) for aggregate gross proceeds of up to $10,000,000 (the "Offering"). Plymouth has

also granted the Agents an option to increase the Offering by up to an additional fifteen percent (15%) at

any time up to closing of the Offering. It is contemplated that the Offering will be completed through a

special financing company.

As part of the closing of the Transaction, each Subscription Receipt will entitle the holder thereof to receive

one common share of Silver ton Metals for no additional consideration upon the satisfaction of certain

escrow release conditions, including the conditional approval of the Exchange for the Transaction , the

TSXV Listing and satisfaction or waiver of all of the conditions precedent to the Transaction as set out in

the Definitive Agreement.

The proceeds of the Offering will be held in escrow pending satisfaction of certain release conditions, such

as the receipt of all required corporate, shareholder and regulatory approvals, including, without limitation

conditional approval of the TSX Venture Exchange required in connection with the Transaction and the

TSXV Listing.

In the event that the escrow release conditions are not satisfied or waived by that date which is 60 days

following the Closing Date, the escrowed proceeds will be returned to the holders of the s ubscription

receipts.

It is intended that the net proceeds of the Offering will be used for the exploration and drilling on the Silver

Properties and working capital.

The Agents will receive a cash commission equal to 6% of the total proceeds of the Offering (50% of which

commission will be paid on the closing of the Offering and the remaining 50% of which commission will be

deposited in escrow) and be issued such number of non -transferable agent’s warrants (each a “ Agent’s

Warrant”) equal to 6% of the Subscription Receipts sold under the Offering. Each Agent’s Warrant will be

exercisable at $1.00 per share for a period of 24 months.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities

in the United States. The securities have not been and will not be registered under the United States

Securities Act of 1933, as amended (the “ U.S. Securities Act”) or any state securities laws and may not

be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities

Act and applicable state securities laws or an exemption from such registration is available.

About the Silver Properties

The Silver Properties consist of Peñasco Quemado, Sonora; La Frazada, Nayarit; and Pluton, Durango

located in Mexico.

Peñasco Quemado, Sonora, Mexico

Peñasco Quemado, is located in northern Sonora, 60 km south of the town of Sasabe on the US -Mexican

border and comprises 3,746 hectares in seven concessions. A 2006 drilling program outlined a historical

measured and indicated resource of 2.57 million tonnes at a grade of 117 g/t Ag for a silver resource of

9.63 million ounces. The silver mineralization is associated with manganese oxides in a near surface

shallow westerly dipping zone of polymictic conglomerate in the northern part of the deposit and in

stockwork quartz and manganese oxides in a rhyolite dome in the southern part of the deposit. The

LEGAL*51607376.1

mineralization has been traced along a 2 km strike length and drilling to date has been relatively shallow,

less than 100m deep, mainly focused on the silver-bearing conglomerate.

Historical Mineral Estimate

Resource Category

(Underground)

Mineral Type Tonnes

(Mt)

(g/t)

(Moz)

Measured Oxides 0.12 152 0.60

Indicated Oxides 2.44 115 9.03

Total M + I Oxides 2.57 117 9.63

Inferred Oxides 0.10 41 0.13

** Silvermex Resources Limited reported in a technical report titled “Updated NI 43 -101 Technical Report

and Resource Estimate for the Penasco Quemado Silver Property” dated March 9, 2007 (filed on SEDAR

on March 16, 2007), prepared by William J. Lewis and James A. McCrea, the above historical mineral

estimate. The historical mineral estimate used “measured mineral resource”, “indicated mineral resource”

and “inferred mineral resource” . Although these categories are set forth in NI 43 -101 and CIM, CIM has

revised its definitions for mineral resources since the completion of the technical report that supports this

resource estimate. Accordingly, Plymouth considers these historical estimates reliable as well as relevant

as it represents a target for explora tion work by Plymouth. The data base for the historical resource

estimate consisted of 24 reverse circulation holes from a 1981/82 program, 17 reverse circulation holes

from a 2006 program and 8 diamond drill holes from a 2006 drill program. Assay data was available for all

49 of the drill holes and 12 trenches. The mineral resource estimate used a kriging estimation method to

establish mineralized zones with a cut-off grade of 30 g/t Ag and assay’s capped at 700 g/t Ag. Resource

blocks were estimated by ordinary kriging with samples within a search radius of 25 meters classified as a

measured mineral resource, within 47 meters classified as an indicated mineral resource and within 70

meters classified as an inferred mineral resource. As required by NI 43-101, CIM definitions (August, 2004)

were used to classify mineral resources with the classification of each kriged mineralized block dependent

upon the number of penetrating holes. An in -situ block density of 2.50 t/cu meter was assigned the

mineralized blocks. The qualified person has not done sufficient work to classify the historical estimate as

a current mineral resource therefore Plymouth is treating these historical estimates as relevant but not

current mineral resources.

La Frazada, Nayarit, Mexico

La Frazada is located approximately 300 km northwest of Guadalajara and hosts silver rich epithermal

veins with base metals. The 299 -hectare exploration concession lies within the western foothills of the

Sierra Madre Occidental. Access is good, being only a few kilometers from the main coastal highway with

average elevations less than 200m above sea level. La Frazada was mined in the late 1890’s by an English

company, with the Mexican revolution effectively stopping all activity by 1910. A small ornate smelter stack

is all that remains of that early historical production. Two parallel quartz veins with galena and sphalerite

have been traced for over 1800m along strike and host mineralization in three known mineralized shoots.

La Frazada has a historical measured and indicated resource totaling 583,000 tonnes at 250 g/t Ag, 0.87%

Pb, and 2.44% Zn; historical inferred resources are an additional 534,000 tonnes at 225 g/t Ag, 0.92% Pb,

and 2.62% Zn. These resources are near surface and within the existing mine workings. A drilling program

targeting deeper levels of the projected mineralized shoots has never been undertaken, but could

appreciably add to the resource.

LEGAL*51607376.1

Historical Mineral Estimate

Resource

Category

(Underground)

Mineral

Type

Tonnes

(Mt)

(g/t)

(%)

(Moz)

(oz)

(Mlb)

Measured Sulphides 0.30 260 0.20 0.88 2.36 2.54 1,900 5.86 15.78 0.63

Indicated Sulphides 0.28 241 0.14 0.86 2.52 2.16 1,300 5.30 15.50 0.55

Total M+ I Sulphides 0.58 251 0.17 0.87 2.44 4.70 3,200 11.16 31.28 1.18

Inferred Sulphides 0.53 225 0.17 0.92 2.62 3.86 3,100 10.86 30.77 1.05

* Silvermex Resources Limited reported in a technical report titled “Technical Report and Preliminary

Resource Estimate for the La Frazada Silver Property, El Zopilote Mining District, Nayarit, Mexico) dated

November 24, 2008 (amended January 19, 2009) (filed on SEDAR on February 18, 2009), prepared by

William J. Lewis, the above historical mineral estimate. The h istorical mineral estimate used “measured

mineral resource”, “indicated mineral resource” and “inferred mineral resource”. Although these categories

are set forth in NI 43-101 and CIM, CIM has revised its definitions for mineral resources since the completion

of the technical report that supports this resource estimate . Accordingly, Plymouth considers these

historical estimates reliable as well as relevant as it represents a target for exploration work by Plymouth.

The data base for the historical resource estimate consisted of 729 samples; 233 belonging to the La

Jabalina West vein, 384 to the La Frazada vein and 112 samples corresponding to the La Jabalina East -

Tiro Real vein. The mineral resource estimate used a block model method with a cut -off grade of 80 g/t

Ag, 0.75% Pb and 1% Zn . The qualified person has not done sufficient work to classify the historical

estimate as a current mineral resource therefore Plymouth is treating these historical estimates as relevant

but not current mineral resources.

Pluton, Durango, Mexico

Pluton is a 6,534 -hectare property comprised of 3 contiguous exploration concessions. It is strategically

located within the historic “Ojuela -Mapimi Mining District” and lies along the eastern front of the Sierra

Madre Oriental in northern Durango. Exploration targets at Pluton are silver -lead-zinc carbonate

replacement deposits, which may lie beneath the shallow alluvial cover. The property lies adjacent to and

just north of the famous Mapimi Mining District, and west of Excellon’s (TSX: EXN) Platosa mine, an active

silver producer with grades greater than 1000 g/t AgEq. Aeromagnetometry and ZTEM surveys show that

Pluton, Platosa and the Mapimi districts all lie on the edge of a 25km long and 15 km wide buried intrusion,

which does not outcrop. These geophysical surveys, along with geochemistry and IP, resulted in a 3900 m

diamond drill program in 2011 aimed at testing for high grade carbonate replacement mineralization in the

favourable limestone ho rizon marginal to the intrusives. All holes encountered silver -lead-zinc

mineralization in veins in a shale hornfels overlying the carbonate horizon, but none of the holes passed

into the host carbonate rocks. This vein mineralization is interpreted as lea kage into the nonreactive

hornfels from the intrusion and/or carbonates below. The high-grade target of silver-rich massive sulfides

could lie at the contact of the limestone and the downward projection of the mineralized fractures seen in

the hornfels. An ancillary advantage to the district is that the Penoles Torreon smelter is only 50km away,

and transport and power infrastructure is excellent.

Directors, Officers and Insiders of Resulting Issuer

Upon completion of the Transaction, it is anticipated that the bo ard of directors of Silverton Metals will

comprise of a minimum of four individuals. As of the date of this news release, the following persons are

anticipated to be the directors , officers and insiders of Silverton Metals following completion of the

Transaction:

LEGAL*51607376.1

John Theobald, Chief Executive Officer, President and Director

Mr. Theobald is a mining executive with over thirty-five years international experience in gold, base metals

and other minerals. His career encompasses exploration, operations management, investment

management, royalty finance, business development and acquisitions. He has significant capital markets

and board experience with companies listed on the TSX, TSX.V, ASX and LSE. Mr. Theobald is cur rently

President and CEO of TSX.V listed I -Minerals Inc, previous roles include: CEO of Anglo Pacific Group plc

a LSE and TSX listed royalty company, Director of High Peak Royalties Ltd an Australia listed royalty

company and Chairman of First Coal Corp which was successfully sold to Xstrata plc for CAD$147 million.

Mr. Theobald is a Chartered Engineer registered with the United Kingdom Engineering Council and has a

Bachelor of Science with Honours in Geology from the University of Nottingham. He is a Fello w of the

Institute of Materials, Minerals and Mining (UK) and Member of the Institute of Directors (UK).

Killian Ruby, Chief Financial Officer

Mr. Ruby is the president and chief executive officer of Malaspina Consultants Inc. in Vancouver, and

focuses on clients in the resource and junior public sector. Mr. Ruby advises clients on matters related to

financial management and public company reporting, and is particularly adept at handling complex issues

and multiple stakeholders with a collaborative, team-based approach. Prior to joining Malaspina, Mr. Ruby

was an assurance partner at Wolrige Mahon LLP (now Baker Tilly Canada) working predominantly with

resource and other junior public companies, and formerly was a senior manager with KPMG LLP wor king

on a range of public companies and reporting issuers. He holds a BSc (accounting) from University College

Cork, Ireland, a postgraduate diploma in corporate treasury from Dublin City University, Ireland, and

received his chartered accountant designations from Canada and Ireland in 2010 and 2002, respectively.

Raul Diaz-Unzueta, Director

Mr. Diaz is an exploration geologist with 35 years of experience, much of it with Penoles where he

discovered several mines including the Mezcala/Bermejal deposit, part of Goldcorp’s Los Filos operation in

Mexico, and Capajorco in Peru. He also spearheaded Penoles’ internationalization by opening and

managing the Peruvian subsidiary until 1999. He serves as V.P. Exploration and director of Silver One

Resources Inc. and previously served as V.P. Exploration and Director of First Mining Gold. Mr. Diaz

received a Geological Engineering degree from the University of Mexico and master degrees from the

University of Arizona and Cleveland State University.

Barry Girling, Director

Mr. Girling has been active in various aspects of mineral exploration since 1977. He couples his geological

understanding with a B.Com. (Finance) degree to provide consulting services to a number of TSX Venture

Exchange companies. He has strong capital markets experience gained as a director of a number of TSX

Venture junior exploration companies and continues as a director of Santacruz Silver Mining Ltd., I-Minerals

Inc. and Silver One Resources Inc.

Gunther Roehlig, Director

Mr. Roehlig has 25 years of experience in the financial and investment industry with a background in

managing, financing, transitioning and restructuring junior public companies. With an extensiv e skill set

focused on connecting business investment opportunities with established and experienced executive

management, negotiating with legacy debt holders and understanding corporate governance and capital

structure frameworks, Mr. Roehlig has successfully orchestrated more than two dozen RTOs and IPOs on

the TSX-V and CSE across a variety of high tech, mining and junior resource corporate platforms. Mr .

Roehlig currently serves as CFO and Director on the board of Hello Pal Internat ional Inc as well as an

independent director on several other issuers. In 2011, Mr. Roehlig served as the president of Terra

Ventures Inc., which was acquired by Hathor Exploration – then subsequently acquired by one of the world’s

largest mining companies Rio Tinto.

LEGAL*51607376.1

Information of KCP Minerals

KCP Minerals is a company incorporated under the laws of British Columbia and its sole shareholder is

Silver One. The following table summarizes the audited financial information for the fiscal year s ended

December 31, 2019, 2018 and 2017 and the unaudited six months ended June 30, 2020.

Six Months Ended

June 30, 2020

(unaudited)

($)

Year Ended

December 31,

2019

(audited)

($)

Year Ended

December 31,

2018

(audited)

($)

Year Ended

December 31,

2017

(audited)

($)

Revenue - - - -

Net Income (Loss) (3,608) (32,886) (11,457) (1,099,141)

Income (Loss) per share

(basic and diluted)

(0.00) (0.00) (0.00) (0.02)

Working Capital 116,074 20,555 18,499 14,257

Assets

Current assets 15,376 25,627 28,369 25,516

Long Term Assets 6,474,760 6,132,454 6,010,390 5,375,869

Total Assets 6,490,136 6,158,081 6,038,759 5,401,869

Current Liabilities 4,274 5,072 9,870 11,259

Long Term Payables - - - -

Shareholders’ Equity

(Deficiency)

6,485,862 6,153,009 6,028,889 5,390,126

Total Liabilities and

Shareholders’ Equity

6,490,136 6,158,081 6,038,759 5,401,385

Qualified Person

Mr. Born, P.Geo, a n independent Qualified Person under National Instrument 43 -101, has reviewed and

approved the technical information contained in this news release.

Sponsorship

Plymouth will be seeking a waiver of the requirement to engage a sponsor pursuant to the Exchange Policy

2.2 – Sponsorship and Sponsorship Requirements.

About Plymouth

Plymouth Realty Capital Corp. is a “capital pool company “ as defined by Exchange Policy 2.4 (“Policy 2.4”)

and the shares were listed for trading under the trading symbol " PH.H". To date Plymouth has not

completed a Qualifying Transaction as defined under Policy 2.4.

For further information please contact:

Plymouth Realty Capital Corp.

Gunther Roehlig

(604) 683-0911

About Silver One

Silver One is focused on the exploration and development of quality silver projects.

The Company holds an option to acquire a 100% -interest in its flagship project, the past -producing

Candelaria Silver Mine, Nevada. Potential reprocessing of silver from the historic leach pads at Candelaria

LEGAL*51607376.1

is being investigated. Additional opportunities lie in previously identified high-grade silver intercepts down-

dip and the possibility of increasing the substantive silver mineralization along -strike from the two past -

producing open pits.

The Company has staked 636 lode claims and entered into a Lease/ Purchase Agreement to acquire five

patented claims on its Cherokee project located in Lincoln County, Nevada, host to multiple silver -copper-

gold vein systems traced to date for over 12 km along-strike. The property also has potential for limestone

related polymetallic plus silver and gold and/or other intrusive related systems at depth.

Silver One holds an option to acquire a 100% interest in the Silver Phoenix Project. The Silver Phoenix

Project is a very high -grade native silver prospect that lies with in the “Arizona Silver Belt”, immediately

adjacent to the prolific copper producing area of Globe, Arizona.

For more information, please contact:

Silver One Resources Inc.

Gary Lindsey

Phone: (720) 273-6224

Email: [email protected]

Information set forth in this news release contains forward-looking statements. These statements relate to

the completion of the Offering, completion of the Transaction, the TSXV Listing, use of proceeds of the

Offering, the expectations relating to officers, directors and insiders of Silver ton Metals, among others

reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of

future performance. Plymouth cautions that all forward looking statements are inherently uncertain and that

actual performance may be affected by a number of material factors, many of which are beyond Plymouth’s

control. Such factors include, among other things: risks and uncerta inties relating to Plymouth’s ability to

complete the proposed Qualifying Transaction and the Offering ; and other risks and uncertainties.

Accordingly, actual and future events, conditions and results may differ materially f rom the estimates,

beliefs, intentions and expectations expressed or implied in the forward looking information. Except as

required under applicable securities legislation, Plymouth undertakes no obligation to publicly update or

revise forward-looking information.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange

acceptance and if applicable pursuant to Exchange Requirements . 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 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 b e relied upon. Trading in the securities of a capital pool company 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 press release.

A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that

acceptable documentation is filed with the TSX Venture Exchange.

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.

← Back to feed