Talent Infinity Signed Updated NBLOI for 10,600 ha Peruvian Land Package
5728 East Boulevard.
Vancouver, BC, V6M 4M4
416-904-1478
CSE: TICO
Talent Infinity Resource Developments Inc.
Provides Update on Non-binding Letter
to Acquire 10,600 Hectare Peruvian Land Package
Vancouver, British Columbia - (November 22, 2023) - Talent Infinity Resource Developments Inc. (“Talent” or
the “Company”) (CSE: TICO) has entered into a non-binding letter of intent and indicative term sheet dated
November 21, 2023 (the “NBLOI”) with Premier Silver Corp. (“Premier”) to acquire up to 100% of the shares
of Premier (the “Premier Shares”) by way of statutory plan of arrangement (the “Transaction”). In
consideration for the Transaction, Talent shall issue common shares (“Talent Common Shares”) having an
aggregate value of $46,700,000 (the “Purchase Price”). The assets of Premier consist of a gold-silver 10,600
hectares land package located in Peru and the former silver producing Mallay Mine with a 600 ton per day mill
located on the site, under care and maintenance.
Following the NBLOI, Premier and Talent shall negotiate and enter into a definitive agreement (the “Definitive
Agreement”) by December 15, 2023, or such other date as the Premier and Talent may agree to set forth the
terms of the Transaction. The Company shall provide a further update when the Definitive Agreement has been
entered into.
Subject to the terms of the Definitive Agreement, it is anticipated that the share capital of Talent will be
subdivided on a two old shares to three new share basis (the “Subdivision”). The Purchase Price shall be paid by
the issuance of 46,700,000 Talent Common Shares, on a post-Subdivision basis, with each post Subdivision
Talent Common Share having a deemed value of $1.00, subject to a final respective valuation of the companies to
be outlined in the Definitive Agreement. As part of the Transaction, the existing Premier share purchase warrants
will be exchanged for Talent share purchase warrants that will confer the right to purchase the number of Talent
Common Shares which the Premier warrant holder would have been entitled to upon the completion of the
Transaction if the Premier warrant holder had been a shareholder at the time of such Transaction completion.
Premier will nominate three directors to Board composed of five directors.
It is expected that Talent will need to hold a special meeting of Talent shareholders to approve the Transaction,
requiring at least two-thirds of the votes cast by Talent shareholders at the special meeting. The Transaction shall
be further subject to (i) Talent and Premier raising a minimum working capital of US$10,000,000 to the ongoing
business of Premier, (ii) negotiation and execution of the Definitive Agreement, (iii) Premier shall have no debts
on the closing date of the Transaction other than the loan agreed to by Talent, (iii) Premier obtaining of the
required Premier’s shareholder approval in regard of the Transaction and as required by applicable corporate law,
and (iv) any other terms agreed upon in the Definitive Agreement.
A finder’s fee to be paid on the Transaction is to be finalized and shall be included in the Definitive Agreement.
On Behalf of the Board of Directors of Talent Infinity Resource Developments Inc.
Derrick Gaon
Chief Executive Officer
(416) 904-1478
5728 East Boulevard.
Vancouver, BC, V6M 4M4
416-904-1478
CSE: TICO
About TICO
Talent Infinity Resource Developments Inc. is a mineral exploration company focused on the acquisition, exploration
and development of critical mineral properties. The Company is based in Vancouver, B.C. and holds an option over the
Wildcat Property located in British Columbia.
Disclaimers
This news release contains forward-looking statements based on assumptions and judgments of management regarding
future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual
events or results to differ materially from those reflected in the forward-looking statements. The company disclaims
any intention or obligation to revise or update such statements. For a description of the risks and uncertainties facing
the Company and its business and affairs, readers should refer to the Company's Management's Discussion and
Analysis and other disclosure filings with Canadian securities regulators which is posted on www.sedar.com. This
news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described
stateherein and accordingly undue reliance should not be put on such. No regulatory authority accepts responsibility for
the adequacy or accuracy of this release. The Company does not undertake to update this news release unless required
by applicable law.