Vancouver, British Columbia–(Newsfile Corp. – September 21, 2020) – CloudBreak Discovery Corp. (“CloudBreak” or the “Company“) is pleased to announce that it has entered into an option agreement (the “Option Agreement“) with Norseman Silver Inc. (“Norseman“) under which Norseman may acquire a 100% interest in certain of CloudBreak’s mining claims located in the Province of British Columbia (the “Silver Vista Property“). The entering into of the Option Agreement is subject to receipt of the approval of the TSX Venture Exchange (the “Exchange“) by Norseman.
Pursuant to the Option Agreement, in order to fully exercise the option (the “Option“), Norseman shall: (i) pay to CloudBreak an aggregate of $50,000 and 2,000,000 common shares in the capital of Norseman (“Common Shares“) in installments; (ii) pay to 1975647 Alberta Ltd. (“197 Alberta“) an aggregate of $45,000 and 1,000,000 Common Shares in installments; and (iii) make aggregate exploration expenditures of $275,000 on the Silver Vista Property over three years.
The first installment is composed of: (i) $50,000, $20,000 of which is payable to CloudBreak on the effective date (the “Effective Date“) of the Option Agreement and the remaining $30,000 of which is payable to CloudBreak within five business days of approval of the Exchange (“Exchange Approval“); and (ii) 2,000,000 Common Shares payable to CloudBreak within five business days of Exchange Approval. The second installment is composed of $20,000 and 500,000 Common Shares payable to 197 Alberta on May 8, 2022. The third installment is composed of $25,000 and 500,000 Common Shares payable to 197 Alberta on May 8, 2023.
In addition, pursuant to the Option Agreement, Norseman shall grant to CloudBreak a 1.0% net smelter return (“NSR“) royalty. Norseman shall have the right to acquire one-half of the NSR from CloudBreak at a price of $500,000. The Silver Vista Property is also subject to an underlying 2.0% NSR royalty.
Prior to entering into the Option Agreement, CloudBreak owned or controlled 1,370,000 Common Shares, representing approximately 5.3% of the total number of issued and outstanding Common Shares. Following the completion of the Option Agreement, CloudBreak will own or control an aggregate of 3,370,000 Common Shares representing approximately 12.2% of the total number of issued and outstanding Common Shares.
In satisfaction of the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of securities by CloudBreak will be filed under the Company’s SEDAR Profile at www.sedar.com.
CloudBreak is acquiring the common shares of Norseman for investment purposes only, and depending on market and other conditions, CloudBreak may from time to time in the future increase or decrease its ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise. The head office of CloudBreak is located at 1153 W 22nd Street, North Vancouver, BC, V7P 2E9. For further information regarding this share acquisition by CloudBreak, please contact Robert Meister, Chief Executive Officer, (604) 351-6647.
About CloudBreak Discovery Corp.
CloudBreak Discovery Corp. is focused on creating shareholder value through acquisition and monetization of prospective and underexplored mineral properties both domestically and internationally. The Company acquires undervalued assets both pre discovery and post discovery then works with 3rd party explorers and developers to advance the assets and build shareholder value.
On Behalf of the Board of Directors
Chief Executive Officer
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. 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, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64262
Powered by WPeMatico