/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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VANCOUVER, BC, Nov. 7, 2022
/CNW/ - Silver Viper Minerals Corp. (the
"Company" or "Silver Viper") (TSXV: VIPR) (OTC:
VIPRF) is pleased to announce that it has entered into a
non-binding letter of intent dated November
6, 2022 (the "LOI") with Canasil Resources Inc.
(TSXV: CLZ) ("Canasil") with respect to the proposed
acquisition (the "Proposed Transaction") by the Company of
all of the issued and outstanding shares of Canasil (the
"Canasil Shares") in exchange for common shares of Silver
Viper. Canasil is a Canadian mineral exploration company with a
portfolio of 100% owned silver, gold, copper, zinc and lead
exploration projects in Durango and Zacatecas States, Mexico, and in British Columbia.
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."
"We are very pleased to announce this 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."
Terms of the LOI
The LOI provides that the Proposed Transaction will be
implemented by way of a plan of arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia) pursuant to the
terms of a definitive arrangement agreement (the "Definitive
Agreement") to be negotiated and entered into by Silver Viper
and Canasil. Pursuant to the Arrangement, Silver Viper will acquire
all of the outstanding Canasil Shares on the basis that
shareholders of Canasil will receive one (1) common share of Silver
Viper (each, a "Silver Viper Share") for every four (4)
Canasil Shares held (the "Exchange Ratio"). Treatment of outstanding Canasil
convertible securities will be set out in the Definitive Agreement,
provided that the number of Silver Viper Shares that holders of the
Canasil convertible securities will become entitled to following
closing of the Proposed Transaction will be adjusted by the
Exchange Ratio. The LOI further contemplates that at closing of the
Proposed Transaction, Canasil will have the right to nominate one
member to the board of directors of Silver Viper. Prior to
completion of the Arrangement, Silver Viper will be required to
complete a financing for gross proceeds of at least $1,000,000 and Canasil will be required to
complete a financing for gross proceeds of at least $260,000.
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. The Company and Canasil expect to
negotiate and execute the Definitive Agreement on or before
December 20, 2022. Pursuant to the
LOI, Canasil has agreed that if it doesn't execute the Definitive
Agreement reflecting the material terms and conditions of the
Proposed Transaction set forth in the LOI or material terms and
conditions substantially similar thereto (other than as a result of
either mutual agreement with Silver Viper to terminate the LOI or
to change such material terms and conditions in any material
respect or the unilateral decision of Silver Viper not to proceed
with the Proposed Transaction based on Silver Viper's due diligence
or otherwise), then Canasil will pay Silver Viper a $500,000 termination fee.
The LOI is non-binding and there can be no assurance that the
Definitive Agreement will be entered into or that the Proposed
Transaction will be completed as proposed or at all. The closing of
the Proposed Transaction will be subject to Silver Viper's
satisfactory completion of due diligence of Canasil; the
negotiation of the Definitive Agreement and other final
documentation; Canasil shareholder approval; completion of
additional financings by each of Canasil and Silver Viper; and
court, corporate and regulatory approvals, including the approval
of the TSX Venture Exchange (the "TSXV"). The TSXV has in no
way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this news
release.
Appoint of New Technical Advisor
The Company is also pleased to announce that Tatiana Alva Jimenez, M.Sc. P.Geo., Vice
President Exploration of Belcarra Group Management Ltd., has been
appointed as a Technical Advisor to Silver Viper. As well as a
geological sciences degree from both Peru and Canada, she has 18 years of international
experience with companies and mining industry consulting firms.
She is a registered Professional Geoscientist (P.Geo.) with
Engineers & Geoscientists British Columbia and is a member of
the Society of Economic Geologists and Sociedad Geológica del Perú.
She holds a Geology degree from Universidad Nacional de Ingeniería,
Lima, Peru and a Master of Science
in Economic Geology from the University of
British Columbia, Vancouver,
BC, Canada. She is
bilingual in English and Spanish. Of direct application to Silver
Viper is her experience in Mexico,
where she has worked on projects in the Sierra Madre Occidental and
the Mesa Central.
Additional Tranche of Private Placement
Further to its press release dated July
6, 2022, the Company also announces that on September 30, 2022, following receipt of TSXV
approval, it closed an additional tranche (the "Additional
Tranche") of its non-brokered private placement (the
"Offering") first announced on June
6, 2022. The Additional Tranche was comprised of 1,000,000
units of the Company (the "Units") issued at a price of
$0.20 per Unit for aggregate gross
proceeds of $200,000.
Each Unit consists of one Silver Viper Share and one-half of one
common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant entitles the holder thereof to
acquire one Share at the price of $0.30 per Share until September 30, 2024. The Silver Viper Shares and
Warrants comprising the Units and any Silver Viper shares issued
upon the exercise of the Warrants are subject to a statutory hold
period which expires on January 31,
2023.
The Company intends to use the net proceeds from the Offering
for working capital requirements and other general corporate
purposes. No fees were paid to any finders in connection with the
closing of the Additional Tranche.
The securities described herein in respect of the Offering have
not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws, and accordingly, may not
be offered or sold within the United
States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This
press release is not an offer or a solicitation of an offer of
securities for sale in the United
States, nor will there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Silver Viper
Silver Viper Minerals Corp. is a Canadian-based junior mineral
exploration company focused on precious metals exploration in the
northwestern Mexican state of
Sonora. The Company 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.
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.
ON BEHALF OF THE BOARD OF DIRECTORS OF SILVER VIPER,
Steve Cope
President and CEO
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 Statements
This news release contains forward-looking information under the
provisions of applicable Canadian securities legislation. All
statements in this news release, other than statements of
historical fact, are forward-looking information with respect to
Silver Viper including but not limited to: comments regarding the
terms upon which the Proposed Transaction will be completed;
comments on the future development or spin out of mineral projects
or properties; the negotiation and execution of the Definitive
Agreement; the potential effects of the Proposed Transaction;
potential financings that will occur in respect of the Proposed
Transaction; the appointment of a new member to the board of
directors of the Company; payment of any termination fees; and use
of proceeds of the Offering. Forward-looking information is
necessarily based upon a number of factors and assumptions that, if
untrue, could cause the actual results, performances or
achievements of the Company to be materially different from future
results, performances or achievements expressed or implied by such
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 gold, anticipated costs and ability to
achieve goals. In respect of the forward-looking statements
concerning the anticipated completion of the Proposed Transaction,
Silver Viper has provided them in reliance on certain assumptions
that they believe are reasonable at this time, including
assumptions as to the time required to negotiate the Definitive
Agreement and complete matters relating to the Proposed
Transaction, including the additional financings of Silver Viper
and Canasil; 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. Forward-looking statements address future
events and conditions and therefore involve inherent risks and
uncertainties. Such factors include, among other things: 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; the benefit of the Proposed Transaction not being
realized; the ability of Silver Viper or Canasil to obtain
additional financing, the need to comply with environmental and
governmental regulations, fluctuations in the prices of
commodities, operating hazards and risks, competition 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 risk factors
identified in the financial statements and MD&A are not
intended to represent a complete list of factors that could affect
the Company. Actual results may differ materially from those
currently anticipated in such statements and Silver Viper
undertakes no obligation to update such statements, except as
required by law.
SOURCE Silver Viper Minerals Corp.