Terms of Transaction
Under the terms of the purchase and sale agreement (the "Agreement"), the Company will acquire 100% of the issued and outstanding securities (the "Shares") from the Baru shareholders, Giorgio Francesco Cesare De Tomi and Emerson Ricardo Ré (together, the "Vendors"), in consideration for the payment of USD$10,000 and the issuance of 500,000 XPLR common shares (the "Common Shares").
The acquisition does not constitute a fundamental change or result in a change of business for the Company, nor is it expected to result in a change of control of the Company within the meaning of applicable securities laws and the policies of the TSX Venture Exchange (the "TSX.V").
Issuance of the Common Shares shall be subject to the receipt of regulatory approvals including, without limitation, the approval of the TSX.V, and such other conditions, and will be subject to statutory hold periods under applicable Canadian securities legislation.
Wes Hanson, P.Geo., President and CEO of Xplore, comments, "First and foremost, the acquisition formalizes our professional relationship with the Vendors with whom we have been working for the past year as we evaluate various opportunities in Brazil. The geology of Brazil is highly prospective for gold, copper and other commodities and numerous, highly prospective greenstone belts are largely unexplored given the countries focus on iron ore discoveries. Giorgio and Ricardo are established professionals with extensive knowledge of the various mineral opportunities throughout Brazil. Through their established professional network, they have already identified a number of prospective properties throughout Brazil that are seeking exploration investment. The acquisition of Baru provides a registered Brazilian entity able to transact on Brazilian properties quickly and seamlessly should a property meet our investment criteria. We look forward to working closely with both Giorgio and Ricardo to identify, acquire and explore promising gold and copper projects throughout Brazil."
Baru is a Brazilian exploration company whose sole asset is the 3,435-hectare Pompeia East located in the Ouro Preto district, Minas Gerais, Brazil, 120 kms SE of Belo Horizonte. Access throughout the state of Minas Gerais is excellent and the state is the center of mining knowledge in Brazil. Pompeia East is located 15 kilometers east of the historic Passagem mine which produced over 2.0 M ozs of gold prior to being shut down in 1985. Historical records indicate that the Passagem mine operated for 266 years recovering gold from epithermal quartz-tourmaline veins averaging 6.0 g/t Au. The region is dominated by Archaen to Proterozoic aged volcano sedimentary rocks and Precambrian aged granitic intrusives.
Exploration to the west of the property identified high gold grades over 15.0 g/t in surface rock samples, trenches and auger drilling along a 400-500 metre strike length.
Baru's Pompeia East is a greenfields exploration asset with no modern exploration for gold. An initial exploration budget of US$15,000 is proposed to conduct surface mapping and sampling of the property.
Xplore Resources is a Toronto based mining exploration company listed on the TSX Venture Exchange under symbol XPLR and is focused on the acquisition and development of copper and gold projects in the Americas. The Company is led by a highly experienced management team and is comprised of industry experts with executive and senior management experience in geology, banking, private equity, investor relations and law.
Xplore's 100% owned Valk copper-gold project (1,614 Ha) is located in the Nanaimo Mining Division, British Columbia, approximately 20 Km NW of Port Hardy. The Project is road accessible via an extensive network of provincial highways, local roads, and logging roads. Soil geochemistry and surface rock sampling have identified anomalous copper, vanadium, and gold mineralization within rocks of the Karmutsen Formation. Valk is located 25 km north of the former Island Copper Mine (reported historical production 367 Mt @ 0.33% Cu - Ref. BC Minfile 092L 158) and the North Island Copper and Gold Project (Indicated resource of 304 Mt @ 0.21% Cu - Ref. BC Minfile 092L 240).
Mr. Wes Hanson, P. Geo., President & CEO of Xplore and registered in the Provinces of Ontario is the "Qualified Person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and is responsible for the technical contents of this news release and has approved the disclosure of the technical information contained herein.
ON BEHALF OF THE BOARD
"Wesley C. Hanson"
President & CEO
For further information, please contact:
Phone: +1 647-362-9675
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
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
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.
Notice on forward-looking statements:
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Xplore 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 Xplore's control. Such factors include, among other things: risks and uncertainties relating to Xplore's ability to complete the proposed Transaction; and other risks and uncertainties, including those to be described in the Filing Statement to be filed by Xplore on SEDAR.com. Accordingly, actual, and future events, conditions and results may differ materially from the estimates, beliefs, intentions, and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Xplore undertakes no obligation to publicly update or revise forward-looking information.
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