October 28, 2020 – Vancouver, BC – Major Precious Metals Corp. (“Major Precious Metals” or the “Company”) (CSE:SIZE | OTC:SIZYF | FRANKFURT:3EZ) has closed in escrow its previously announced acquisition (the “Acquisition”) of a one-hundred percent interest in the Skaergaard precious metal project (the “Skaergaard Project”), pursuant to a definitive purchase agreement entered into with Platina Resources Ltd. (the “Vendor”). The Skaergaard Project consists of two exploration licenses located on the east coast of Greenland.
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 remains subject to approval by the Exchange and the shareholders of the Company by way of written consent of the holders of the majority of the outstanding share capital of the Company. While the Exchange review is in process, the Exchange has consented to the Company closing the Acquisition in escrow (the “Escrow Closing”).
In the interim, Major Precious Metals and its consultants continue to work full-steam ahead on several projects to advance the Skaergaard Project including a Mineral Resource Estimate (MRE) and Preliminary Economic Assessment (PEA), and planning and preparation for the 2021 summer exploration and drilling programs.
Escrow Closing Terms
In consideration for the Skaergaard Project, the Company is required to complete a one-time cash payment of Cdn$500,000 (the “Cash Payment”), and issue 55,000,000 common shares to the Vendor (the “Consideration Shares”). In accordance with the Escrow Closing, the Company has deposited the Cash Payment in a segregated account and has issued the Consideration Shares. The Cash Payment, and the Consideration Shares, will be held in escrow and will not be released to the Vendor until such time as approval of the Exchange and the shareholders of the Company is received. Upon receipt of such approvals, the Cash Payment, and the Consideration Shares, will be released to the Vendor, and the exploration licenses comprising the Skaergaard Project will be transferred to the Company. In the event such approval is not received, the Cash Payment will be returned to the Company, and the Consideration Shares will be returned to treasury and cancelled.
During such time as the Consideration Shares are held in escrow, the Vendor will not have beneficial ownership of the Consideration Shares and will not be entitled to exercise any voting rights associated with the Consideration Shares. Once released from escrow, 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. In addition to the pooling arrangement imposed by the terms of the Acquisition, the Consideration Shares are subject to a statutory hold period in accordance with applicable securities laws until February 28, 2021.
The Company is at arms-length from the Vendor. Pursuant to the terms of the Acquisition, the Vendor is entitled to nominate one member of the board of directors of the Company. The Company anticipates that the Vendor will exercise this right and propose a nominee upon the release of the Cash Payment, and the Consideration Shares, from escrow.
Upon release of the Cash Payment, and the Consideration Shares, 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. The Finders Fee Shares will be subject to four-month-and-one-day statutory hold period in accordance with applicable securities laws.
The Company will issue a further news release upon the receipt of the applicable approvals of the Exchange and shareholders for completion of the Acquisition, and upon release of the Cash Payment, and the Consideration Shares.
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
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.