VANCOUVER, BC, Feb. 7, 2024
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR); (FSE:
B04Q) ("SKRR" or the "Company") is pleased to
announce that, further to its news release on December 4, 2023, it has entered into a
definitive agreement ("Definitive Agreement") with X1
Entertainment Group Inc. (CSE: XONE) ("X1"), pursuant to
which X1 has agreed to acquire a 100% legal and beneficial interest
in SKRR's wholly-owned Manson Bay project (the
"Property").
The Property consists of thirteen (13) contiguous mineral claims
totaling 4,293.213 hectares, located in the Trans Hudson Corridor
in east-central Saskatchewan,
approximately 40km northwest of the historic mining center of
Flin Flon, on the Manitoba border.
Transaction Terms
Pursuant to the terms and conditions of the Definitive
Agreement, X1 has agreed to acquire (i) 100% of SKRR's rights,
title, and interest in the Property, and (ii) all data and
information in the possession of SKRR with respect to the Property
and the activities conducted thereon (the "Data and
Information", and together with the Property, the "Purchased
Assets"). As consideration for the Purchased Assets, X1 has
agreed to issue SKRR 1,000,000 common shares in the capital of X1
(the "Consideration Shares"). In addition to a statutory
hold period of four months plus one day from the date of issuance,
the Consideration Shares will be subject to contractual resale
restrictions pursuant to which (i) 50% will be released on the date
that is four (4) months following the date of closing (the
"Closing Date"), (ii) 25% will be released on the date that
is six (6) months following the Closing Date, and (iii) 25% will be
released on the date that is eight (8) months following the Closing
Date.
X1's acquisition of the Purchased Assets (the
"Transaction") is subject to a number of customary
conditions including, but not limited to, meeting all conditions
required by the Canadian Securities Exchange to receive approval of
the Transaction for X1, including X1 having sufficient working
capital for 12 months, which will require additional capital
raising activities by X1, and the receipt of approval from X1's
shareholders; X1's receipt of a Technical Report prepared in
accordance with National Instrument 43-101 Standards of
Disclosure for Mineral Project; each of X1 and SKRR performing
and complying in all material respects with the terms and
conditions of the Definitive Agreement; and the absence of any
material adverse change in respect of the Property. The Transaction
cannot be completed until these conditions have been satisfied or
waived. There can be no guarantees that the Transaction will be
completed as contemplated or at all.
About SKRR Exploration
Inc.:
SKRR is a Canadian-based precious and base metal explorer with
properties in British Columbia and
Saskatchewan – some of the world's
highest ranked mining jurisdictions. The primary exploration focus
is on the Trans-Hudson Corridor in Saskatchewan in search of world class precious
and base metal deposits. The Trans-Hudson Orogen – although
extremely well known in geological terms has been significantly
under-explored in Saskatchewan.
SKRR is committed to all stakeholders including shareholders, all
its partners and the environment in which it operates.
ON BEHALF OF THE BOARD
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.
Forward-Looking
Information
This news release contains "forward–looking information or
statements" within the meaning of applicable securities laws, which
may include, without limitation, statements that address the terms
and conditions of the Definitive Agreement, the closing of the
Transaction and other statements relating to the technical,
financial and business prospects of the Company, its projects and
other matters, and the Company's plans and goals. All statements in
this news release, other than statements of historical facts, that
address events or developments that the Company expects to occur,
are forward-looking statements. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in the forward-looking statements. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which the Company
will operate in the future, including the price of metals, the
ability to achieve its goals, the ability to secure equipment and
personnel to carry out work programs, that general business and
economic conditions will not change in a material adverse manner,
that financing will be available if and when needed and on
reasonable terms. Such forward-looking information reflects the
Company's views with respect to future events and is subject to
risks, uncertainties and assumptions, including the risks and
uncertainties relating to the interpretation of exploration
results, the interpretation of technical and scientific data, risks
related to the inherent uncertainty of exploration and development
and cost estimates and the potential for unexpected costs and
expenses and including those filed under the Company's profile on
SEDAR at www.sedarplus.ca. There is a possibility that future
exploration, development or mining results will not be consistent
with the Company's expectations. Factors that could cause actual
results to differ materially from those in forward looking
statements include, but are not limited to, continued availability
of capital and financing and general economic, market or business
conditions, adverse weather or climate conditions, decrease in the
price of metals, equipment failures or failure to obtain the
necessary equipment, failure to maintain all necessary government
permits, approvals and authorizations, failure to maintain
community acceptance (including First Nations), increase in costs,
litigation, and failure of counterparties to perform their
contractual obligations. The Company does not undertake to update
forward–looking statements or forward–looking information, except
as required by law.
SOURCE SKRR EXPLORATION INC.