August 7, 2020 – Vancouver, BC – Major Precious Metals Corp. (“Major Precious Metals” or the “Company”) (CSE:SIZE | OTC:SIZYF | FRANKFURT:3EZ) entered into a definitive purchase agreement with Platina Resources Ltd. (the “Vendor”) on June 1, 2020, pursuant to which it proposes to acquire (the “Acquisition”) a one-hundred percent interest in the Skaergaard precious metal project (the “Skaergaard Project”). The Skaergaard Project consists of two exploration licenses located on the east coast of Greenland and contains a historical resource estimate of gold and platinum group metals dominated by palladium.
In consideration for the Skaergaard Project, the Company is required to complete a one-time cash payment of Cdn$500,000, and issue 55,000,000 common shares to the Vendor (the “Consideration Shares”). The Consideration Shares will be subject to a twenty-four month time release pooling arrangement, during which time they may not be transferred, assigned, pledged or otherwise traded. The Consideration Shares will be released from the pooling arrangement in four equal tranches, with the first release after six months, and each subsequent release occurring every six months thereafter. The Consideration Shares are subject to accelerated release in connection with share price performance, changes in corporate structure or the distribution of the Consideration Shares to the shareholders of Platina.
The Company is at arms-length from Platina. Pursuant to the terms of the Acquisition, upon completion the Vendor will receive the right to nominate one member of the board of directors of the Company. No other changes to management or the board of directors of the Company are contemplated in connection with the Acquisition.
In connection with completion of the Acquisition, the Company intends to issue 3,850,000 common shares (the “Finders Fee Shares”) to an arms-length third-party who assisted in facilitating the Acquisition. In addition to the pooling arrangement imposed by the terms of the Acquisition, the Consideration Shares and the Finders Fee Shares will be subject to four-monthand- one-day statutory hold period in accordance with applicable securities laws.
The Canadian Securities Exchange (the “Exchange”) has concluded that the Acquisition constitutes a fundamental change for the Company in accordance with the policies of the Exchange. As a result, the Acquisition requires approval of the shareholders of the Company. The Company intends to obtain such approval by way of written consent of the holders of the majority of the outstanding share capital of the Company. Holders consenting to the Acquisition will be asked to confirm that they would vote in favour of the Acquisition in the event it was presented for approval at a meeting of the shareholders of the Company.
The Company anticipates that trading in its common shares will resume following dissemination of this news release. As a condition to the resumption of trading, management and insiders of the Company have agreed not to trade in the securities of the Company until the Acquisition has been completed. Completion of the Acquisition remains subject to a number of conditions, however, including the successful completion of due diligence, approval of the shareholders of the Company and the Vendor (if required), approval of the Exchange and approval of the Government of Greenland in respect of the transfer of the exploration licenses comprising the Skaergaard Project. The Acquisition cannot be completed until these conditions are satisfied, and there can be no assurance that the Acquisition will be completed in a timely fashion or at all.
BlackX Management GmbH
Further to the news release of July 24, 2020, the Company confirms that it paid BlackX Management GmbH (“BlackX”) to secure media and advertising space on its behalf in the European Market. The only fee paid made to BlackX to date was €300,000, which was paid on July 2, 2020. The Company has not engaged BlackX to provide any other services for the Company at this time and has no ongoing commitment for further payments.
The Company had initial discussions with the principals of BlackX in June 2020. These principals agreed to advise the Company on proposed marketing and advertising initiatives in Europe, and in compensation were granted a total of 1,534,890 incentive stock options on June 2, 2020. The options are exercisable to acquire common shares of the Company at a price of $0.155 per share until June 2, 2025. No compensation was paid to BlackX itself at that time.
The Company confirms that BlackX was responsible for producing the third-party publication referred to in the news release of July 15, 2020. The Company confirms that the publication was produced without the solicitation or involvement of the Company, and the Company did not become aware of the publication until after it was made publicly available. The Company has advised BlackX that any media or advertising content relating to the Company, and published in the course of their engagement with the Company, must be reviewed and approved by the Company prior to being made publicly available.
To the knowledge of the Company, BlackX and its principals do not have any interest in the Acquisition or the Skaergaard Project.
On behalf of the Board of Directors
MAJOR PRECIOUS METALS CORP.
Paul Ténière, M.Sc., P.Geo.
President and Chief Executive Officer
Suite 810 – 789 West Pender Street
Vancouver, BC V6C 1H2
Ph: (604) 687-2038
Qualified Person Statement
All scientific and technical information contained in this news release was prepared and approved by Paul Ténière, P.Geo., President & CEO of Major Precious Metals Corp, who is a Qualified Person as defined in NI 43-101.
About Major Precious Metals Corp.
Major Precious Metals is a Canadian junior mining and exploration company based in Vancouver, BC that owns a diversified portfolio of exploration properties within some of the most promising precious and base metal deposits worldwide. Major Precious Metals is also engaged in the business of acquiring and exploring precious metal projects near or adjacent to existing mining operations controlled by well-established mining companies.
Major Precious Metals is listed on the Canadian Securities Exchange (“CSE”) and its common shares trade under the ticker symbol “SIZE.” Additional information relating to Major Precious Metals is available on SEDAR at www.sedar.com as well as on the CSE at www.theCSE.com. 4
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Information Statement
This press release may include “forward-looking information” (as that term is defined by Canadian securities legislation). Forward-looking information is based on certain expectations and assumptions made by Major Precious Metals, including future plans for the exploration and development of mineral properties. Although Major Precious Metals believes that such expectations and assumptions are reasonable, investors should not rely unduly on such forward-looking information as the company cannot give any assurance that they will prove to be correct. Forward-looking statements in this press release are made as of the date of this press release. Major Precious Metals disclaims any intent or obligation to publicly update any forward-looking information (whether as a result of new information, future events or results, or otherwise) other than as required by applicable securities laws.