Vancouver, January 21, 2019 - Wildsky Resources Inc. (TSXV: WSK) (the "Company") is pleased to announce that the Company has entered into a letter of intent (the "LOI") with Margaux Resources Ltd. (TSXV: MRL)("Margaux"). Pursuant to the terms of the LOI, the Company will grant (the "Transaction") Margaux an option (the "Option") to acquire all of the common shares (the "Cassiar Shares") in the capital of the Company's wholly-owned subsidiary Cassiar Gold Corp. ("Cassiar") from the Company. The Transaction is subject to the following conditions:
- Negotiation and execution of a definitive Option agreement (the "Definitive Agreement");
- Approval of the Transaction by the board of directors of both the Company and of Margaux;
- Approval of the Transaction by the TSX Venture Exchange; and
- Approval of the shareholders of the Company.
In order to exercise the Option, Margaux must issue 58,200,000 common shares (the "Payment Shares") in the capital of Margaux, issued at a deemed price of $0.08 per Payment Share for aggregate consideration of $4.656 million, undertake exploration on Cassiar's property and satisfy certain other conditions as follows:
(a) 5,820,000 Payment Shares being issued to Wildsky on execution of the Definitive Agreement, as fully paid and non-assessable securities;
(b) 11,640,000 Payment Shares being issued to Wildsky no later than six (6) months after execution of the Definitive Agreement, as fully paid and non-assessable securities;
(c) 17,460,000 Payment Shares issued to Wildsky no later than twelve (12) months after execution of the Definitive Agreement, as fully paid and non-assessable securities; and
(d) 23,280,000 Payment Shares issued to Wildsky no later than eighteen (18) months after execution of the Definitive Agreement, as fully paid and non-assessable securities.
(e) Margaux will expend at least $400,000 on the planning, development and execution of the Cassiar 2019 work program, based on a mutually approved budget;
(f) Six (6) Months after execution of the Definitive Agreement, Wildsky will have the right to appoint one (1) member to the board of directors of Margaux;
(g) Twelve (12) Months after execution of the Definitive Agreements, Wildsky will have the right to appoint an additional person (for a total of two (2) board members) to the board of directors of Margaux; and
(h) Twelve (12) Months after execution of the Definitive Agreements, Wildsky will have the right to appoint one person to the senior management team of Margaux, on terms and conditions to be agreed upon by Margaux and Wildsky, acting reasonably.
(i) Wildsky being granted a 30% net profit interest (the "NPI") on all minerals processed from Cassiar's TM #1 tailings pond (the "Tailings Pond") located on the Cassiar property, after capital payout of up to $500,000. The Definitive Agreement shall include a schedule detailing the calculation of NPI.
If, at any time prior to the exercise of the Option or the termination of the Definitive Agreement, Margaux or its agent(s) remove material from the Tailings Pond for purposes other than bona fide exploration and testing purposes, and such material is processed for its minerals and/or metals, then the time periods set out above in paragraph's (b), (c) and (d) of shall be accelerated to seven (7) days from the date of first removal of such material.
All Payment Shares issued to Wildsky in accordance with Definitive Agreement shall be subject to a statutory hold period (the "Statutory Hold Period") of 4 months and a contractual hold period of a further eight (8) months (for a total of 12 months from the date of issuance). If Acceleration occurs, then all Payment Shares issued to Wildsky, including any Payment Shares issued prior to Acceleration, shall only be subject to the Statutory Hold Period. For greater certainty, if any Payment Shares have been issued to Wildsky more than 4 months prior to the occurrence of Acceleration, then those Payment Shares shall immediately become "free-trading".
For greater certainty, Margaux will not acquire any interest whatsoever in the Cassiar Shares until such time as it has satisfied all the requirements of exercise of the Option as set out in the Definitive Agreement. If Margaux fails to fully comply with all such conditions of exercise within the stipulated time periods, the Option shall immediately terminate and Margaux shall forfeit all interest in any and all Payment Shares issued to Wildsky.
About Wildsky Resources Inc.
Wildsky Resources Inc. is a Canadian based exploration and development company with office located in Vancouver, B.C. The Company's goal is to create value for shareholders through continuously exploring and developing its current properties in BC and at the same time looking for new properties to acquire through its international connections.
For more information on Wildsky Resources, please contact the Company at (778) 889-4966, or visit the Company's website at www.wildskyresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"signed by Wenhong Jin"
President and CEO
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 of accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Wildsky Resources' periodic filings with Canadian securities regulators. When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "appear", "should," and similar expressions, are forward-looking statements.
Although Wildsky Resources has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and Wildsky Resources disclaims any intention or obligation to update or revise such information, except as required by applicable law.