Prospero Announces Option to Own Agreement
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Aug. 01, 2017 (GLOBE NEWSWIRE) — Prospero Silver Corp. (TSXV:PSL) (“Prospero” or the “Company”) announces that it has, together with its Mexican subsidiary Mineral Fumarola, S. A. de C. V., entered into an option to own agreement (the “Option Agreement”) with Exploraciones del Altiplano, S.A. de C.V. (“Altiplano”) to earn a 100% right, title and interest in and to Altiplano’s Buenavista claims located in Durango, Mexico (the “Property”), subject to the reservation by Altiplano of a 2% net smelter return royalty. The Option Agreement is subject to approval of the TSX Venture Exchange (the “TSXV”).
To exercise the option and earn its 100% interest in the Property, Prospero must issue a total of 750,000 common shares to Altiplano over 48 months as follows: 75,000 shares within 5 business days of TSXV approval of the Option Agreement; 150,000 shares on each of August 1, 2018 and August 1, 2019; 175,000 shares on August 1, 2020; and, 200,000 shares on August 1, 2021. In addition, Prospero must pay taxes due on the Property beginning the second semester of 2017 (approximately US$7,750).
Tawn Albinson, President, CEO and director of the Company, owns or controls, indirectly through his consulting company Microtermometria y Asesoria Geologica Minera, SA de CV, over 20% of the issued shares of Altiplano. Pursuant to TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Option Agreement constitutes a “related party transaction” as a result of Mr. Albinson’s relationship with Altiplano. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of the Company’s market capitalization.
About Prospero Silver Corp.
Prospero is a Mexico-focused project generator listed on the TSX.V under the symbol PSL.V. Prospero’s aim is to discover world-class precious metal projects in the major mineral belts of Mexico. The Company applies a unique blend of practical exploration experience, cutting-edge mineral deposit science, and an extensive knowledge of Mexico’s geology to find new gold and silver systems. Our exploration programs are run by a small but highly-focused geological team based in Mexico.
For further information please contact:
Tel: 604 288 2553
Forward-Looking Statement Cautions:
This press release contains certain “forward-looking statements” within the meaning of Canadian securities legislation, relating to, among other things, the Company’s option to acquire the Property. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, possible, accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration plans, the risk that the Company will not be able to raise the additional funds in the future to continue to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s reports, publicly available through the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion of such risk factors and their potential effects.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
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.