VVC Exploration Corporation ("
VVC" or the
"
Company") (TSX-V:VVC) announces that it has
signed a Share Purchase Agreement (“
SPA”) with
Plateau Helium Corporation (“
PHC”) and the
shareholders of PHC. PHC is a Wyoming Corporation focused on helium
exploration and development, primarily in the western US. The terms
of the SPA allow VVC to acquire a 10% minority interest in PHC (the
“
Minority Interest”) for US$100,000. The SPA gives
VVC the right to buy the remaining 90% interest in PHC (the
“
Majority Interest”) from the shareholders of PHC
for twenty-one million shares of VVC (the “
VVC
Shares”), subject to a voluntary escrow and a number of
conditions. The acquisition of the Minority Interest is subject to
TSX Venture Exchange (“
TSXV”) approval and will
close as soon as approval has been obtained. The acquisition of the
Majority Interest is subject to completion of due diligence of PHC
by VVC and further TSXV approval.
PHC’s initial target project is located in
Kansas and currently comprises 69 leases covering 13,760 acres
known as the Syracuse Helium Project (the
"Project”). The property on which the Project is
located (the “Property”) hosts more than 150
potential well sites. Historically, the acreage was explored by 5
wells, all of which either produced or tested natural gas
containing helium. Initial work plan in the Project Involves
reworking/re-entering and returning the 5 existing wells to
production. Produced helium and natural gas will be processed and
marketed via an existing pipeline system and processing plant that
services the area. PHC owns a 100% working interest in the
Property, subject to numerous royalties referred to below. PHC will
be entitled to approximately 52.6% of the net proceeds from the
first 10 wells on the Property and approximately 66.69% of the net
proceeds from all remaining wells from the Project. With the
existing funding available to PHC through the limited partnership
financing (see below) and forward sales of helium, it is
anticipated that further development will be funded without
additional capital in the near term.
The Project is subject to a 17% royalty held by
three parties (the “17% Overriding Royalty”). PHC
completed a limited partnership financing to acquire the Project
and commence the rework/re-entry of the 5 existing wells. These
limited partners are entitled to a royalty of 21% of the net
revenue from the first 10 wells after payment of the 17% Overriding
Royalty and deduction of the costs of production (the “LP
Interest”). The Project and all helium projects acquired
by PHC are also subject to a 15% royalty held by a company
controlled by the shareholders of PHC (the “15%
Royalty”) as well as a 1% royalty held by a third-party
(the “1% Royalty”). The 15% Royalty and the 1%
Royalty are payable on the net proceeds received by PHC after
deduction of all costs of production and payment of all
pre-existing royalties.
One VVC insider holds 9.5% of the LP Interest as
a result of investing US$100,000. Another insider of VVC holds a
16.67% interest in the 15% Royalty. The transaction was unanimously
approved by the disinterested directors of VVC. The transaction is
not a related party transaction as defined in Multilateral
Instrument 61 – 101 – Protection of Minority Security Holders in
Special Transactions.
Following the closing of the purchase of the
Minority Interest, VVC will have 45 business days to complete its
due diligence and elect to acquire the Majority Interest. Should
VVC proceed with the acquisition of the Majority Interest, on
closing, the VVC Shares, the Majority Interest and a transfer of
the Syracuse Helium Project will be held in escrow. The VVC Shares
will be released from escrow in three tranches of 7 million shares
each upon completion of three predetermined benchmarks.
About VVC Exploration
Corporation
VVC is a Canadian exploration and mining company
focused on the exploration and development of copper and gold
deposits in Northern Mexico, specifically the Gloria Copper Project
located in Chihuahua State. VVC has other projects in Mexico and
Canada, including gold and silver prospects, Cumeral and La Tuna,
in Sonora and Sinaloa States, Mexico and a grassroots gold/VMS
prospect in the Timmins area of Northern Ontario. Visit our website
at: http://vvcexpl.com.
On behalf of the Board of Directors
Michel J. Lafrance, Secretary-Treasurer
|
For further information, please contact: |
Patrick Fernet
- (514) 631-2727 |
or |
Trevor Burbank
- (214) 641-1041 |
pfernet@vvcexploration.com |
|
trevor@vvcexpl.com |
|
|
|
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
2369 Kingston Road, PO
Box 28059 Terry Town, Scarborough, ON M1N
4E7 – Tel:
416-619-5304
FORWARD LOOKING STATEMENTS:
This news release contains "forward-looking
information" (within the meaning of applicable Canadian securities
laws) and "forward -looking statements" (within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995). Such
statements or information are identified with words such as
"anticipate", "believe", "expect", "plan", "intend", "potential",
"estimate", "propose", "project", "outlook", "foresee" or similar
words suggesting future outcomes or statements regarding an
outlook. Such statements include, among others: acquiring 10%
minority interest in PHC subject to TSXV approval; acquiring
Majority Interest subject to due diligence; produced helium and
natural gas to be processed and marketed via existing pipeline
system and processing plant; further development to be funded
without additional capital; VVC Shares to be released from escrow
... upon completion of three predetermined benchmarks; etc.
Such forward-looking information or statements
are based on a number of risks, uncertainties and assumptions which
may cause actual results or other expectations to differ materially
from those anticipated and which may prove to be incorrect.
Assumptions have been made regarding, among other things,
management's expectations regarding acquisitions, production of
helium, future development and growth, plans for and completion of
projects by Company’s third-party relationships, availability of
capital, and the necessity to incur capital and other expenditures.
Actual results could differ materially due to a number of factors,
without limitation, operational risks in the completion of
Company’s anticipated projects, delays or changes in plans with
respect to the development of Company’s anticipated projects by
Company’s third-party relationships, risks related to Covid-19,
risks affecting the ability to develop projects, risks in
legislative changes in the applicable jurisdictions, risks in
decrease of price of helium. No assurances can be given that the
efforts by Company will be successful.
Although the Company believes that the
expectations reflected in the forward-looking information or
statements are reasonable, prospective investors in the Company's
securities should not place undue reliance on forward-looking
statements because the Company can provide no assurance that such
expectations will prove to be correct. Forward-looking information
and statements contained in this news release are as of the date of
this news release and the Company assumes no obligation to update
or revise this forward-looking information and statements, except
as required by law.
Investors are cautioned that notwithstanding the
expectations described herein, there can be no assurance that the
plans described herein will be completed as proposed. Trading in
the securities of VVC should be considered highly
speculative. All forward-looking statements contained in this
press release are expressly qualified in their entirety by these
cautionary statements and by those made in our filings with SEDAR
in Canada (available at www.sedar.com).
VVC Exploration (TSXV:VVC)
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