Wildsky Resources Inc. Announces Letter of Intent Concerning Option of Cassiar Gold Corp.
Wildsky Resources Inc. Announces Letter of Intent
Concerning Option of Cassiar Gold Corp.
Vancouver, British Columbia--(Newsfile Corp. - January 21, 2019) -
Wildsky Resources Inc.
(TSXV: WSK)
(the "Company")
is
pleased to announce that the Company has entered into a letter of intent (the "
LOI
") with Margaux Resources Ltd. (TSXV: MRL)
("
Margaux
"). Pursuant to the terms of the LOI, the Company will grant (the "
Transaction
") Margaux an option (the "
Option
") to
acquire all of the common shares (the "
Cassiar Shares
") in the capital of the Company's wholly-owned subsidiary Cassiar Gold
Corp. ("
Cassiar
") from the Company.
The Transaction is subject to the following conditions:
Negotiation and execution of a definitive Option agreement (the "
Definitive Agreement
");
Approval of the Transaction by the board of directors of both the Company and of Margaux;
Approval of the Transaction by the TSX Venture Exchange; and
Approval of the shareholders of the Company.
In order to exercise the Option, Margaux must issue 58,200,000 common shares (the "
Payment Shares
") in the capital of
Margaux, issued at a deemed price of $0.08 per Payment Share for aggregate consideration of $4.656 million, undertake
exploration on Cassiar's property and satisfy certain other conditions as follows:
(a)
5,820,000 Payment Shares being issued to Wildsky on execution of the Definitive Agreement, as fully paid and non-
assessable securities;
(b)
11,640,000 Payment Shares being issued to Wildsky no later than six (6) months after execution of the Definitive
Agreement, as fully paid and non-assessable securities;
(c)
17,460,000 Payment Shares issued to Wildsky no later than twelve (12) months after execution of the Definitive
Agreement, as fully paid and non-assessable securities; and
(d)
23,280,000 Payment Shares issued to Wildsky no later than eighteen (18) months after execution of the Definitive
Agreement, as fully paid and non-assessable securities.
(e)
Margaux will expend at least $400,000 on the planning, development and execution of the Cassiar 2019 work program,
based on a mutually approved budget;
(f)
Six (6) Months after execution of the Definitive Agreement, Wildsky will have the right to appoint one (1) member to the
board of directors of Margaux;
(g)
Twelve (12) Months after execution of the Definitive Agreements, Wildsky will have the right to appoint an additional
person (for a total of two (2) board members) to the board of directors of Margaux; and
(h)
Twelve (12) Months after execution of the Definitive Agreements, Wildsky will have the right to appoint one person to the
senior management team of Margaux, on terms and conditions to be agreed upon by Margaux and Wildsky, acting
reasonably.
(i)
Wildsky being granted a 30% net profit interest (the "
NPI
") on all minerals processed from Cassiar's TM #1 tailings pond
(the "
Tailings Pond
") located on the Cassiar property, after capital payout of up to $500,000. The Definitive Agreement shall
include a schedule detailing the calculation of NPI.
If, at any time prior to the exercise of the Option or the termination of the Definitive Agreement, Margaux or its agent(s) remove
material from the Tailings Pond for purposes other than bona fide exploration and testing purposes, and such material is
processed for its minerals and/or metals, then the time periods set out above in paragraph's (b), (c) and (d) of shall be
accelerated to seven (7) days from the date of first removal of such material.
All Payment Shares issued to Wildsky in accordance with Definitive Agreement shall be subject to a statutory hold period (the
"
Statutory Hold Period
") of 4 months and a contractual hold period of a further eight (8) months (for a total of 12 months from
the date of issuance).
If Acceleration occurs, then all Payment Shares issued to Wildsky, including any Payment Shares issued
prior to Acceleration, shall only be subject to the Statutory Hold Period.
For greater certainty, if any Payment Shares have been
issued to Wildsky more than 4 months prior to the occurrence of Acceleration, then those Payment Shares shall immediately
become "free-trading".
For greater certainty, Margaux will not acquire any interest whatsoever in the Cassiar Shares until such time as it has satisfied all
the requirements of exercise of the Option as set out in the Definitive Agreement.
If Margaux fails to fully comply with all such
conditions of exercise within the stipulated time periods, the Option shall immediately terminate and Margaux shall forfeit all
interest in any and all Payment Shares issued to Wildsky.
About Wildsky Resources Inc.
Wildsky Resources Inc. is a Canadian based exploration and development company with office located in Vancouver, B.C. The
Company's goal is to create value for shareholders through continuously exploring and developing its current properties in BC
and at the same time looking for new properties to acquire through its international connections.
For more information on Wildsky Resources, please contact the Company at (778) 889-4966, or visit the Company's website at
www.wildskyresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"signed by Wenhong Jin"
Wenhong Jin
President and CEO
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 of accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning
the specific factors disclosed here and elsewhere in Wildsky Resources' periodic filings with Canadian securities regulators.
When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "appear",
"should," and similar expressions, are forward-looking statements.
Although Wildsky Resources has attempted to identify important factors that could cause actual results, performance or
achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause
results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or
results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward looking
statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this
news release are made as of the date of this news release, and Wildsky Resources disclaims any intention or obligation to
update or revise such information, except as required by applicable law.