ELMGF - Element79 Gold Corp. (ELMGF) - Definitive Agreement to Acquire Peruvian Gold Portfolio

Definitive agreement to acquire Calipuy Resources. As anticipated, Element79 Gold Corp. executed a definitive agreement to purchase the issued and outstanding common shares of Calipuy Resources Inc. for consideration value of US$15 million. Through its subsidiaries, Calipuy holds a 100% interest in two past producing high-grade gold-silver mines in Peru, the Lucero and Machacala mines. Closing is subject to various conditions, including third-party approvals and other customary conditions.Terms of the agreement. Upon closing, the US$15 million purchase price for the shares of Calipuy will be paid by the issuance on a pro rata basis to the shareholders of Calipuy: 1) a total of 19,165,486 common shares of the company at an issue price of CAD$1.00 per consideration share, and 2) performance bonus warrants to acquire an aggregate of 3,833,085 common shares of Element79 Gold. Issuance of consideration shares will be paid in CAD denominated shares at the agreed exchange rate of CAD$1.2777 to USD$1.00. Each performance bonus warrant is exercisable into one common share of Element79 at an exercise price of CAD$2.00 per share for a period of three years from the exercise eligibility date. Holders of the performance bonus warrants may not exercise the warrants until projects carried out on the properties have cumulatively reached a minimum production target of 9,000 tons of ore yielding a minimum of 1,500 ounces of gold within a 30-day production period. Read More >>