Vancouver, British Columbia--(Newsfile Corp. - February 11, 2019) - MAX RESOURCE CORP. (TSXV: MXR) (OTC Pink: MXROF) (FSE: M1D1) ("MAX" or the "Company") is pleased to announce it has executed the final "Novita Project" Asset Purchase Agreement with Noble Metals Limited and its subsidiary Condoto Platinum Limited and received conditional approval from the TSX Venture Exchange for the transaction. The transaction includes:
- The 100% rights to mineral claims and mineral applications, and more importantly, the "Novita Agreement", an exclusive right of first refusal to the mineral rights and mining rights over 1,050 sq. km held by the Novita Higher Community Council as sole owners of the land and minerals.
- The Novita Agreement area encompasses or is adjacent to the Company's Choco Precious Metals Project, located 100 km SW of Medellin, Colombia.
- The Choco Precious Metals Project covers or is adjacent to historic surface production of 1.5Mozs of gold and 1.0Mozs of platinum by Compania Minera del Choco Pacifico between 1906 and 1990. (Source: R.J. Fletcher and Associates (2011) Review of Gold and Platinum Exploration and Production in Choco Province Colombia Part 3. Private Report for Condoto Platinum Ltd).
- Under the terms of the Novita Agreement, the Novita Higher Community Council is entitled to 12.5% of Net Revenue Return (as defined below) to the Council and 5% of Net Revenue Return to the Committee from any present or future mining production within the Novita Agreement area.
- Established infrastructure, including a fully operation 30 exploration camp at the town of Novita
Brett Matich, Max's President and CEO, commented: "Mr. Bill Hayden, founder and former director of Noble Metals assembled the Novita Project and he will assist the Company's aggressive exploration programs." Mr. Matich continued: "Gold pundits are forecasting prices to continue to rise as demand continues to strengthen. Max is strategically positioned to take advantage of this rising market through its Colombian gold assets."
The Noble Transaction
This transaction was originally announced in June of 2018, when Max executed a binding agreement with Noble to purchase all of the outstanding shares of Condoto Platinum Limited (and two other subsidiaries of Noble). As a result of extensive due diligence by Max, the transaction evolved from a share purchase to an asset purchase, as reflected in the finalized Asset Purchase Agreement.
The full executed Asset Purchase Agreement calls for the issuance of 26,665,896 common shares in the capital of Max Resource Corp. to Noble Metals Limited and a cash payment of CDN$500,000. At closing, Noble will hold 32.7% of the issued and outstanding shares of Max, becoming a new "control person". As a result, Max will require shareholder approval, on a majority of the minority basis. The extraordinary shareholder meeting date is scheduled to be released in the coming days. Noble Metals Limited will also require shareholder approval. In addition, the consent of the Novita Higher Community Council is a condition of closing; Max fully expects this consent to be given.
Net Revenue Return
Net Revenue return is a non-IFRS measure defined in the Novita Agreement to mean: gross proceeds derived from the sale of the mineral (excluding any taxes and after adjustments) less all costs incurred in relation to the production of the mineral (all exploration and pre-production expenditures, reclamation costs, amortized capital costs and all expenses including but not limited to all mining, crushing, treatment, processing, smelting, refining, transporting, marketing, assaying, sampling, handling, storage, sales costs, insurance, rents, marketing and any other related costs.)
About Max Resource Corp.
Max Resource Corp.'s focus is to explore and consolidate gold and platinum group mineral assets in the richly endowed Choco mineral district of Colombia and to explore the Gachala sedimentary copper hosted mineral belt of Colombia.
ON BEHALF OF THE BOARD OF MAX RESOURCE CORP.
Brett Matich, CEO and President
Tim Henneberry, P. Geo (British Columbia), a member of the Max Resource Corp. Advisory Board, is the qualified person who has reviewed and approved the technical content of this news release on behalf of the Company.
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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.
This news release includes certain statements that may be deemed as "forward-looking statements" within the meaning of applicable Canadian securities laws. All statements in this release, other than statements of historical facts, are forward-looking statements, including, without limitation, statements pertaining to completion of the Transaction and any approvals required in connection with the Acquisition. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: changes in market conditions, unsuccessful exploration results, changes in the price of commodities (particularly copper), unanticipated changes in key management personnel and general social, economic or geo-political conditions. Mining exploration and development is an inherently risky business. Accordingly, the actual events may differ materially from those projected in the forward-looking statements. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be from time to time by the Company or on its behalf, except in accordance with applicable securities laws. We seek safe harbor.
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