Vancouver, November 07, 2022 – Canasil Resources Inc. (TSX-V: CLZ, DB Frankfurt: 3CC, “Canasil” or the “Company”) announces that it has entered into a non-binding letter of intent dated November 6, 2022 (the “LOI”) with Silver Viper Minerals Corp. (SXV: VIPR, OTC: VIPRF) (“Silver Viper”) with respect to a proposed business combination (the “Proposed Transaction”) with Silver Viper. Under the Proposed Transaction, Silver Viper will acquire all of the issued and outstanding shares and convertible securities of Canasil in exchange for common shares of Silver Viper. Silver Viper is a Canadian-based junior mineral exploration company focused on precious metals exploration in the northwestern Mexican state of Sonora, and currently operates the La Virginia Gold-Silver Project.
“We are very pleased to announce this proposed business combination with Silver Viper”, commented Michael McInnis, Chairman of Canasil. “Silver Viper has excellent experience working in Mexico and they have a silver focus as does Canasil. We believe that there is a real synergy with our portfolio of projects and theirs. Silver Viper’s Directors and management include industry professionals with a consistent track record of identifying and advancing successful exploration projects and we believe the combination will create significant value for our shareholders”.
Steve Cope, President, CEO and a director of Silver Viper commented, “I am very happy to announce this proposed acquisition as I believe that the strength of the new vehicle will be beneficial to shareholders of both companies. The portfolio of assets in Canasil is impressive and I believe that including them with our flagship La Virginia project adds a lot of value to Silver Viper. This will be achieved by conducting our own exploration programs, optioning certain assets, creation of maiden resources or spinning out projects into a new company. We have a lot of options on how to proceed on each project and we will look to maximize the value on all of them.”
Terms of the LOI
The Proposed Transaction will be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the Arrangement, Canasil shareholders will receive one (1) common share of Silver Viper (each, a “Silver Viper Share”) in exchange for every four (4) Canasil shares held (the “Exchange Ratio”). Canasil stock options and warrants outstanding immediately prior to closing (whether vested or unvested) will either: (i) remain outstanding and be exercisable in accordance with their terms; or (ii) be transferred to Silver Viper, and as sole consideration therefor, Silver Viper will grant a replacement option (or warrant) to acquire such number of Silver Viper Shares equal to the number of Canasil shares that were issuable upon exercise of such options and warrants, as adjusted by the Exchange Ratio.
The Definitive Agreement will include the terms set out in the LOI and summarized in this press release and such other representations, warranties, conditions, covenants and provisions customary for transactions of this nature and that are not inconsistent with the LOI.
Canasil and Silver Viper will negotiate exclusively with one another and work together to finalize the Definitive Agreement on or before December 20, 2022. If Canasil does not execute a Definitive Agreement with Silver Viper prior to December 20, 2022, other than as a result of the failure of Silver Viper to execute such Definitive Agreement, Canasil will pay to Silver Viper a termination fee of CAD$500,000.
At closing of the Proposed Transaction, Canasil shall have the right to nominate one member to the board of directors of Silver Viper.
Closing Conditions
Completion of the Proposed Transaction is subject to certain conditions including: (a) the negotiation and execution of a definitive arrangement agreement (the “Definitive Agreement”) relating to the Proposed Transaction; (b) Silver Viper’s satisfactory completion of due diligence of Canasil; (c) Silver Viper’s completion of financing(s) for gross proceeds of at least CAD$1,000,000; and (d) receipt of all necessary consents, waivers, permits, exemptions, orders and approvals, including Canasil shareholder approval, court approval of the Arrangement and approval of the TSX Venture Exchange (the “TSXV”).
No assurance can be given at this time that the Proposed Transaction will be completed on the terms and conditions set out in the LOI.
Special Committee
The board of directors of Canasil has appointed an independent special committee to review, negotiate and recommend for approval (if appropriate) the Proposed Transaction to the board of directors. Canasil and Silver Viper have one director in common, Mr. Arthur Freeze.
About Canasil
Canasil is a Canadian mineral exploration company with a strong portfolio of 100% owned silver-gold-copper-lead-zinc exploration projects in Durango and Zacatecas States, Mexico, and in British Columbia, Canada. The Company’s directors and management include industry professionals with a track record of identifying and advancing successful mineral exploration projects through to discovery and further development. The Company is actively engaged in the exploration of its mineral properties, and maintains an operating subsidiary in Durango, Mexico, with full time geological and support staff for its operations in Mexico.
About Silver Viper
Silver Viper is a Canadian-based junior mineral exploration company focused on precious metals exploration in the northwestern Mexican state of Sonora. Silver Viper currently operates the La Virginia Gold-Silver Project. Silver Viper has 100% ownership of the La Virginia concessions acquired from the most recent operator, Pan American Silver Corp., and has an option to acquire a 100% interest in the Rubi-Esperanza group of claims internal to those concessions. Silver Viper is under management provided by the Belcarra Group, which is comprised of highly qualified mining professionals.
For further information please contact:
Bahman Yamini
President and C.E.O.
Canasil Resources Inc.
Tel: (604) 709-0109
www.canasil.com
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 news release.
Forward Looking Statements
This news release includes certain “forward-looking information” and “forward-looking statements” (collectively forward-looking statements”) within the meaning of applicable Canadian securities legislation, including: statements regarding the terms of the Proposed Transaction; the negotiation and execution of a Definitive Agreement, including the terms and timing thereof; the completion of Silver Viper’s financing; and receipt of approvals in connection with the Proposed Transaction. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.
Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Canasil’s control, including: risks and uncertainties relating to the Proposed Transaction not closing when planned or at all or on terms and conditions set forth in the LOI; the failure to obtain necessary shareholder, court, regulatory and third party approvals in order to proceed with the Proposed Transaction; and other risks and uncertainties, including those described in the Company’s financial statements and management discussion and analysis (“MD&A”) available on www.sedar.com. The list is not exhaustive of the factors that may affect Canasil’s forward-looking statements.
Canasil’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to the time required to negotiate the Definitive Agreement and complete matters relating to the Proposed Transaction, including the additional financing of Silver Viper; the ability of the parties to receive, in a timely manner, the necessary shareholder, regulatory, court, corporate and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed Transaction
Canasil’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. Canasil does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities Canasil will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.
Original Article: https://canasil.com/news-media/news-releases/canasil-enters-into-letter-of-intent-for-proposed-business-combination-with-silver-viper
