Silver Viper Enters into Letter of Intent for Proposed Acquisition of Canasil Resources and Announces Appointment of New Technical Advisor
Silver Viper Enters into Letter of Intent for
Proposed Acquisition of Canasil Resources
and Announces Appointment of New Technical
Advisor
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Nov. 7, 2022
/CNW/ -
Silver Viper Minerals Corp.
(the "
Company
" or "
Silver
Viper
") (TSXV: VIPR) (OTC: VIPRF) is pleased to announce that it has entered into a non-binding
letter of intent dated
November 6, 2022
(the "
LOI
") with Canasil Resources Inc. (TSXV: CLZ)
("
Canasil
") with respect to the proposed acquisition (the "
Proposed Transaction
") by the Company
of all of the issued and outstanding shares of Canasil (the "
Canasil Shares
") in exchange for
common shares of Silver Viper. Canasil is a Canadian mineral exploration company with a portfolio
of 100% owned silver, gold, copper, zinc and lead exploration projects in Durango and Zacatecas
States,
Mexico
, and in
British Columbia
.
Steve Cope
, President, CEO and a director of Silver Viper commented, "I am very happy to
announce this proposed acquisition as I believe that the strength of the new vehicle will be beneficial
to shareholders of both companies. The portfolio of assets in Canasil is impressive and I believe that
including them with our flagship La Virginia project adds a lot of value to Silver Viper. This will be
achieved by conducting our own exploration programs, optioning certain assets, creation of maiden
resources or spinning out projects into a new company. We have a lot of options on how to proceed
on each project and we will look to maximize the value on all of them."
"We are very pleased to announce this business combination with Silver Viper," commented
Michael
McInnis
, Chairman of Canasil. "Silver Viper has excellent experience working in
Mexico
and they
have a silver focus as does Canasil. We believe that there is a real synergy with our portfolio of
projects and theirs. Silver Viper's Directors and management include industry professionals with a
consistent track record of identifying and advancing successful exploration projects and we believe
the combination will create significant value for our shareholders."
Terms of the LOI
The LOI provides that the Proposed Transaction will be implemented by way of a plan of
arrangement (the "
Arrangement
") under the
Business Corporations Act
(
British Columbia
) pursuant
to the terms of a definitive arrangement agreement (the "
Definitive Agreement
") to be negotiated
and entered into by Silver Viper and Canasil. Pursuant to the Arrangement, Silver Viper will acquire
all of the outstanding Canasil Shares on the basis that shareholders of Canasil will receive one (1)
common share of Silver Viper (each, a "
Silver Viper Share
") for every four (4) Canasil Shares held
(the "
Exchange
Ratio
"). Treatment of outstanding Canasil convertible securities will be set out in the
Definitive Agreement, provided that the number of Silver Viper Shares that holders of the Canasil
convertible securities will become entitled to following closing of the Proposed Transaction will be
adjusted by the Exchange Ratio. The LOI further contemplates that at closing of the Proposed
Transaction, Canasil will have the right to nominate one member to the board of directors of Silver
Viper. Prior to completion of the Arrangement, Silver Viper will be required to complete a financing
for gross proceeds of at least
$1,000,000
and Canasil will be required to complete a financing for
gross proceeds of at least
$260,000
.
The Definitive Agreement will include the terms set out in the LOI and summarized in this press
release and such other representations, warranties, conditions, covenants and provisions customary
for transactions of this nature and that are not inconsistent with the LOI. The Company and Canasil
expect to negotiate and execute the Definitive Agreement on or before
December 20, 2022
.
Pursuant to the LOI, Canasil has agreed that if it doesn't execute the Definitive Agreement reflecting
the material terms and conditions of the Proposed Transaction set forth in the LOI or material terms
and conditions substantially similar thereto (other than as a result of either mutual agreement with
Silver Viper to terminate the LOI or to change such material terms and conditions in any material
respect or the unilateral decision of Silver Viper not to proceed with the Proposed Transaction based
on Silver Viper's due diligence or otherwise), then Canasil will pay Silver Viper a
$500,000
termination fee.
The LOI is non-binding and there can be no assurance that the Definitive Agreement will be entered
into or that the Proposed Transaction will be completed as proposed or at all. The closing of the
Proposed Transaction will be subject to Silver Viper's satisfactory completion of due diligence of
Canasil; the negotiation of the Definitive Agreement and other final documentation; Canasil
shareholder approval; completion of additional financings by each of Canasil and Silver Viper; and
court, corporate and regulatory approvals, including the approval of the TSX Venture Exchange (the
"
TSXV
"). The TSXV has in no way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this news release.
Appoint of New Technical Advisor
The Company is also pleased to announce that
Tatiana Alva Jimenez
, M.Sc. P.Geo., Vice President
Exploration of Belcarra Group Management Ltd., has been appointed as a Technical Advisor to
Silver Viper. As well as a geological sciences degree from both
Peru
and
Canada
, she has 18 years
of international experience with companies and mining industry consulting firms. She is a registered
Professional Geoscientist (P.Geo.) with Engineers & Geoscientists British Columbia and is a
member of the Society of Economic Geologists and Sociedad Geológica del Perú. She holds a
Geology degree from Universidad Nacional de Ingeniería,
Lima, Peru
and a Master of Science in
Economic Geology from the
University of British Columbia
,
Vancouver, BC
,
Canada
. She is bilingual
in English and Spanish. Of direct application to Silver Viper is her experience in
Mexico
, where she
has worked on projects in the Sierra Madre Occidental and the Mesa Central.
Additional Tranche of Private Placement
Further to its press release dated
July 6, 2022
, the Company also announces that on
September 30,
2022
, following receipt of TSXV approval, it closed an additional tranche (the "
Additional Tranche
")
of its non-brokered private placement (the "
Offering
") first announced on
June 6, 2022
. The
Additional Tranche was comprised of 1,000,000 units of the Company (the "
Units
") issued at a price
of
$0.20
per Unit for aggregate gross proceeds of
$200,000
.
Each Unit consists of one Silver Viper Share and one-half of one common share purchase warrant
(each whole warrant, a "
Warrant
"). Each Warrant entitles the holder thereof to acquire one Share at
the price of
$0.30
per Share until
September 30, 2024
. The Silver Viper Shares and Warrants
comprising the Units and any Silver Viper shares issued upon the exercise of the Warrants are
subject to a statutory hold period which expires on
January 31, 2023
.
The Company intends to use the net proceeds from the Offering for working capital requirements
and other general corporate purposes. No fees were paid to any finders in connection with the
closing of the Additional Tranche.
The securities described herein in respect of the Offering 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 accordingly, may not be offered or sold within
the United States
except in
compliance with the registration requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a
solicitation of an offer of securities for sale in
the United States
, nor will there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Silver Viper
Silver Viper Minerals Corp. is a Canadian-based junior mineral exploration company focused on
precious metals exploration in the northwestern Mexican
state of Sonora
. The Company currently
operates the La Virginia Gold-Silver Project. Silver Viper has 100% ownership of the La Virginia
concessions acquired from the most recent operator, Pan American Silver Corp., and has an option
to acquire a 100% interest in the Rubi-Esperanza group of claims internal to those concessions.
Silver Viper is under management provided by the Belcarra Group, which is comprised of highly
qualified mining professionals.
About Canasil
Canasil is a Canadian mineral exploration company with a strong portfolio of 100% owned silver-
gold-copper-lead-zinc exploration projects in Durango and Zacatecas States,
Mexico
, and in
British
Columbia, Canada
. The Company's directors and management include industry professionals with a
track record of identifying and advancing successful mineral exploration projects through to discovery
and further development. The Company is actively engaged in the exploration of its mineral
properties, and maintains an operating subsidiary in
Durango, Mexico
, with full time geological and
support staff for its operations in
Mexico
.
ON BEHALF OF THE BOARD OF DIRECTORS OF SILVER VIPER,
Steve Cope
President and CEO
Neither the 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.
Forward Looking Statements
This news release contains forward-looking information under the provisions of applicable Canadian
securities legislation. All statements in this news release, other than statements of historical fact, are
forward-looking information with respect to Silver Viper including but not limited to: comments
regarding the terms upon which the Proposed Transaction will be completed; comments on the
future development or spin out of mineral projects or properties; the negotiation and execution of the
Definitive Agreement; the potential effects of the Proposed Transaction; potential financings that will
occur in respect of the Proposed Transaction; the appointment of a new member to the board of
directors of the Company; payment of any termination fees; and use of proceeds of the Offering.
Forward-looking information is necessarily based upon a number of factors and assumptions that, if
untrue, could cause the actual results, performances or achievements of the Company to be
materially different from future results, performances or achievements expressed or implied by such
statements. Such statements and information are based on numerous assumptions regarding
present and future business strategies and the environment in which the Company will operate in the
future, including the price of gold, anticipated costs and ability to achieve goals. In respect of the
forward-looking statements concerning the anticipated completion of the Proposed Transaction,
Silver Viper has provided them in reliance on certain assumptions that they believe are reasonable at
this time, including assumptions as to the time required to negotiate the Definitive Agreement and
complete matters relating to the Proposed Transaction, including the additional financings of Silver
Viper and Canasil; the ability of the parties to receive, in a timely manner, the necessary
shareholder, regulatory, court, corporate and other third party approvals; and the ability of the
parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed
Transaction. Forward-looking statements address future events and conditions and therefore involve
inherent risks and uncertainties. Such factors include, among other things: risks and uncertainties
relating to the Proposed Transaction not closing when planned or at all or on terms and conditions
set forth in the LOI; the failure to obtain necessary shareholder, court, regulatory and third party
approvals in order to proceed with the Proposed Transaction; the benefit of the Proposed
Transaction not being realized; the ability of Silver Viper or Canasil to obtain additional financing, the
need to comply with environmental and governmental regulations, fluctuations in the prices of
commodities, operating hazards and risks, competition and other risks and uncertainties, including
those described in the Company's financial statements and management discussion and analysis
("
MD&A
") available on
www.sedar.com
. The risk factors identified in the financial statements and
MD&A are not intended to represent a complete list of factors that could affect the Company. Actual
results may differ materially from those currently anticipated in such statements and Silver Viper
undertakes no obligation to update such statements, except as required by law.
SOURCE
Silver Viper Minerals Corp.
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For further information:
For Further Information, please contact Silver Viper Minerals Corp. at
604-687-8566, email [email protected] visit our website at www.silverviperminerals.com.
CO: Silver Viper Minerals Corp.
CNW 09:00e 07-NOV-22