ESV Resources Ltd. (TSX-V: ESV.H) is pleased to announce that it has entered into definitive agreements, each dated effective November 20, 2020, to acquire its first two projects, both located in historic mining districts in Colombia.
The Company entered into an amalgamation agreement with 1255269 B.C. Ltd. to acquire the Guia Antigua Vendor, which controls the Guia Antigua project. The Company also entered into a share purchase agreement with Gran Colombia Gold Corp. (TSX:GCM) Gran Colombia Gold, S.A. and Gran Colombia Gold Titiribi Corp. to acquire Gran Colombia Titiribi, which has a carried interest in the Zancudo project (pursuant to the terms of an option agreement with IAMGOLD CORP.).
Under the terms of the Transaction, shareholders of the Guia Antigua Vendor will be issued 15,000,000 common shares of the Company in exchange for all of the outstanding share capital of the Guia Antigua Vendor, and concurrently Gran Colombia will be issued 27,000,000 common shares of the Company in consideration for all of the outstanding share capital of Gran Colombia Titiribi. In addition to any escrow restrictions imposed by the policies of the Exchange, all common shares issued to the shareholders of the Guia Antigua Vendor and to Gran Colombia will be subject to a voluntary pooling arrangement from which one-quarter of the shares will be released on each of March 27, 2021, June 27, 2021, September 27, 2021 and December 28, 2021.
The Guia Antigua Vendor is a privately-held British Columbia corporation, established for the purposes of holding an interest in the Guia Antigua project. Aside from its interest in the Guia Antigua project, the Guia Antigua Vendor has no assets or material financial liabilities or obligations. Gran Colombia Titiribi is a Panamanian corporation controlled by Gran Colombia. Aside from its interest in the Zancudo project, Gran Colombia Titiribi has no assets or material financial liabilities or obligations.
Following the closing of the Transaction, the Company expects to have approximately 93,117,915 common shares issued and outstanding.
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