DIEPPE, NB, Sept. 24, 2019 /CNW/ - Colibri Resource
Corporation (TSX Venture - CBI) ("Colibri" or "The
Company") is pleased to announce that it has entered into a
Property Option Agreement with Tocvan Ventures Corp. (Tocvan)
(CSE:TOC) on its 100% owned Pilar Gold Project located near
Suaqui Grande, Sonora Mexico.
Tocvan has been granted a 60 day exclusivity period for the
project during which time they will complete additional due
diligence in exchange for paying Colibri $25,000 (non-refundable). Upon giving notice of
satisfactory due diligence Tocvan will be granted an initial option
to earn 51% of the Pilar Project over a 5 year period and subject
to satisfying the terms set forth below. Upon completion of these
terms Tocvan will be granted a 6 month option to purchase the
remaining 49% of Pilar. Tocvan will operate the project during the
Option period.
"As previously indicated, Colibri has been seeking
alternative strategies to begin unlocking trapped deep value from
its basket of five gold exploration projects located in Sonora
State, Mexico. This agreement is
one result of those efforts." stated Colibri's CEO
Ron Goguen.
Trading on the Canadian Securities Exchange under the symbol
TOC, Tocvan is a tightly held mineral exploration company which
currently has 10.33 million shares outstanding and 16.48 million
shares on a fully diluted basis.
By allowing Tocvan to option the Pilar project, Colibri will
have the opportunity to participate in the project's advancement
along the value chain as well as to participate in any market value
appreciation that Tocvan may experience going forward.
Terms to Earn 51%
Upon completion of satisfactory due diligence and mutual
endorsement of the Final Agreement, Tocvan commits to the
completing the following terms to earn a 51% ownership of Pilar
over 5 years (60 months):
Year 1: (Months 1 through 12)
i. Tocvan will issue
2,000,000 fully-paid common shares from its treasury to Colibri at
signing of Final Agreement (60 Days)
ii. Tocvan will pay
$100,000 CAD to Colibri at signing of
Final Agreement (60 Days)
iii. Tocvan will perform
$250,000 CAD of exploration
expenditures at Pilar over the subsequent 12 month period (Months 1
though 12 of Final Agreement)
Year 2: (Months 13 through 24)
i. Tocvan will pay
$50,000 CAD to Colibri on anniversary
of signing Final Agreement (Month 13)
ii. Tocvan will perform
$350,000 CAD of exploration
expenditures at Pilar over the subsequent 12 month period (Months
13 though 24 of Final Agreement)
Year 3: (Months 25 through 36)
i. Tocvan will pay
$75,000 CAD to Colibri at anniversary
of Final Agreement (Month 25)
ii. Tocvan will perform
$400,000 CAD of exploration
expenditures at Pilar over the subsequent 12 month period (Months
25 through 36)
iii. Tocvan will issue
1,000,000 fully-paid common shares from its treasury to Colibri (at
Month 36)
Year 4: (Months 37 through 48)
i. Tocvan will pay
$75,000 CAD to Colibri at anniversary
of Final Agreement (Month 37)
ii. Tocvan will perform
$500,000 CAD of exploration
expenditures at Pilar project over the subsequent 12 month period
(Months 37 through 48)
iii. Tocvan will issue
1,000,000 fully-paid common shares from its treasury to Colibri (at
Month 48)
Year 5: (Months 49 through 60)
i. Tocvan will pay
$75,000 CAD to Colibri at anniversary
of Final Agreement (Month 49)
ii. Tocvan will perform
$500,000 CAD of exploration
expenditures at Pilar over the subsequent 12 month period (Months
49 through 60 of final agreement)
iii. Tocvan will issue
1,000,000 fully-paid common shares from its treasury to Colibri (at
Month 60)
Upon satisfactory completion of all of the aforementioned
payments, expenditures and share issuances over this 5 year
period Colibri will then assign 51% ownership of Pilar to
Tocvan.
Anti-dilution Clause
If at any time during the 60 month earn in period should
Tocvan's capitalization exceed 40 million shares outstanding,
Tocvan will issue to Colibri and amount of common shares equaling
7.5% of the cumulative number of shares outstanding in excess of 40
million shares on a rolling basis. As an illustration of this
clause, if Tocvan's outstanding share capital is 40 million shares
and Tocvan issues 100 additional shares to a third party, Tocvan
shall at the same time issue 7.5 shares to Colibri.
Expenditure Carry Over
Should Tocvan's annual exploration expenditure exceed the
prescribed minimum annual amount, the amount spent over the minimum
may be applied to the following year's minimum expenditures.
Option to Purchase Balance of Project
Upon satisfactory completion of the aforementioned conditions to
earn 51% of Pilar, Colibri will then grant Tocvan a six month
option to purchase the remaining 49% of the Pilar project in
exchange for $2,000,000 CAD and a 2%
Net Smelter Royalty on the Project.
Should Tocvan elect NOT to purchase the remaining 49% of
Pilar a joint venture shall be formed with Tocvan owning 51% and
Colibri owning 49% on the terms set out in the Final
Agreement.
NSR Buyback
Upon completion of Tocvan purchasing the balance of the project,
Colibri will grant an option to sell 1% NSR back to Tocvan for a
price of $1,000,000 CAD.
The initial issuance of 2 million shares at the closing of the
final agreement will result in Colibri holding 16.4% of the shares
outstanding in Tocvan. These shares will be held by Colibri for
investment purposes and the Company may sell or buy shares from
time to time. It is anticipated that the shares issued will be
subject to a 4-month holding period from the date of issuance.
The Agreement will subject to TSX Venture Exchange approval.
About Colibri Resource Corp.
Colibri Resource Corp. is a Canadian based junior gold
exploration and development company which is focused in Sonora
State, Mexico where it has five
highly prospective projects at various stages of exploration. These
projects are near currently producing, past producing, and
development mines.
The TSX Venture Exchange has neither approved nor disapproved
the contents of this news release. 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 or accuracy of this release.
The statements made in this news release may contain
forward-looking statements that may involve a number of risks and
uncertainties. Actual events or results could differ materially
from the Company's expectations and projections.
SOURCE Colibri Resource Corporation