Vancouver, British Columbia--(Newsfile Corp. - June 18, 2018) - MAX RESOURCE CORP.(TSXV: MXR) (OTC Pink: MXROF) (FSE: M1D) ("MXR" or the "Company") is pleased to announce that it has entered into a binding letter agreement (the "Letter Agreement") dated June 14, 2018, with Noble Metals Ltd ("Noble") to acquire 100% of three subsidiaries of Noble. The first subsidiary — Condoto Platinum Limited ("Condoto") — owns 100% of mineral claims and more importantly exclusive first rights to explore 105,975 prospective hectares, along with fully established infrastructure at the town of Novita, Colombia, approximately 100km SW of the city of Medellin (the "Novita Property"). The second subsidiary — Global Products Manufacture & Services S.A.S. ("GPS Lab") — wholly owns a precious metals smelter and refinery facility located in the International Free Trade Zone in Cali, Colombia, and the third subsidiary, Global Products Manufacture & Services S.A.S. ("GPS Products"), is the U.S. sales branch that has been established for GPS Lab.
Highlights:
First exploration and mining rights over an area of 1,060sqkm.
Historic surface production of 605,110 ounces of gold, exposed gold bearing conglomerates.
One historic mine uncovered conglomerates over 3,200m by 800m.
El Tambito shear zone discovery, returning three continuous channel gold assays of 71.88 g/t, 63.22 g/t & 54.67 g/t over 9.8m, which averaged 63.25 g/t gold, an associated select grab sample returned 220 g/t gold. Max cautions investors that grab samples are selected samples and are not necessarily indicative of similar mineralization on the Novita Property.
Novita on-site bulk sampling facilities provides geologic data in real time.
Novita on-site purpose-built 30 man exploration camp.
Licensed smelting, refining and manufacturing facility.
Noble Chairman to join the MXR Board as non-executive Chairman.
Brett Matich, MXR Chief Executive Officer, commented: "Potentially, Novita could be the next frontier for large scale open-pit and low-cost gravity gold separation, an excellent combination."
A previous owner, Choco Pacific Mining Company, reported historic production of 605,110 ounces of gold produced from 1906 to 1990 over surface areas within the Novita Property. Mining was restricted from surface to a depth of 10m to 20m, where unmined gold-bearing conglomerates were encountered.
The gold mineralization is hosted by a sequence of conglomerate beds and gravel horizons from a few metres to approximately 20 metres in thickness.
Within the Novita Property, one surface gold mine exposed what appeared to be gold bearing conglomerates, spread over an area 3,200m long by 800m wide. (Source: Robert B. White. 1897 Gold and platinum at Novita Vieja, Colombia. Engineering and Mining Journal. Feb 20, 1897. Quoted in R.J.Fletcher & Associates (2011) Review of Gold and Platinum Exploration and Production in Choco Province, Colombia Part 3. Private Report for Condoto Platinum Ltd). Conglomerate deposits are extensive and have not been exploited on a significant scale in the past, as their gold potential has generally been ignored (Source as above).
A 2013 gold-bearing shear zone discovery on Cerro Torra at El Tambito, east of Novita, has yet to be followed up. Continuous channel sampling across the zone returned individual gold assays of 71.88 g/t, 63.22 g/t, 54.67 g/t for an average grade of 63.25 g/t gold over 9.8m and a selected grab sample assayed 220 g/t gold. MXR plans to first conduct detailed mapping to better delineate the extent and tenor of the mineralization. Max again cautions investors that grab samples are selected samples and are not necessarily indicative of similar mineralization on the Novita Property.
Cerro Torra located in the SW area of the Novita Property, is a 70 sqkm quartz monzonite intrusion rising from 700m to 2,670m. All rivers draining Cerro Torra's northern and western slopes produced significant volumes of documented gold, and in combination with the El Tambito shear zone discovery and reported copper anomalies on its southern slope make it a high priority target.
Max cautions investors it has yet to verify the historic information.
Gold production and mined locations taken from Choco Pacific Corporate Records and Reports
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Cerro El Tambito - Significant Gold Discovery in 2013
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Exploration Strategy - Identify the Extent and Tenor of the Mineralization
MXR plans to focus on the extent and the tenor of the gold bearing conglomerate mineralization. To that end, the Company's Novita exploration team has commenced verification surface mapping and sampling of the gold bearing conglomerate horizons as part of its due diligence exploration. Upon closing of the transaction, the Company plans to initiate trenching and bulk sampling programs to obtain estimates on grade, volumes and the lateral extent of the mineralization.
Concurrently, MXR's Gachala exploration team will remain focused on identifying the extent and tenor of the sedimentary copper hosted mineralization in the Gachala region, located 60km east of Bogota, Colombia.
Novita Exploration Camp and Bulking Testing Facilities
The Novita Property also contains a purpose built a 30 person "Camp Compound", which is essential for establishing all season exploration in the Choco region. The camp's bulk sampling, magnetic and gravity separation room is ideal for larger bulk tonnage. The "Mobile Bulk Sampling Concentrator" is used to access bulk sampling gold concentrations in the field. These facilities can rapidly process samples into concentrate to help direct exploration and prove invaluable geologic data as well as bulk sample material.
Mobile Bulk Test Plant and Free Gold
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William Hayden Appointed Chairman
The letter agreement provides that, upon closing of the transaction, William Hayden will join the MXR Board as non-executive Chairman. Mr. Hayden is a geologist with over 38 years experience in the mineral exploration industry, including several years in Colombia. He is currently a Director of Ivanhoe Mines where he assembled extensive mineral holdings in South Africa, and the DRC.
Brett Matich, MXR Chief Executive Officer, commented: "Mr. Hayden was an early crusader in recognizing the value of the mineral fields of Southern Africa. Over the recent years, he has identified a prolific portfolio of Colombian mineral assets."
Mr. Hayden comments: "We are very happy to partner with Max Resources into our highly prospective exploration tenure which we believe host under explored tier 1 assets."
Upper image: Novita Camp Compound
Lower images: Novita Bulk Test Facilities
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GPS Metals Lab Cali Facilities
The proposed acquisition also includes the wholly owned GPS Metals Lab Cali Facility (GPS), located within Colombia's International Trade Free Zone, in the city of Cali. GPS is a smelter, refiner and manufacturer of precious metals products and has ISO Accreditation, Export Permit, Buyers Permit for Colombia and is US Anti-Money Laundering Compliant (AML). The precious metals smelter and refinery facility is currently not operating (has no revenues) and has been placed on care and maintenance. The carrying value of the combined assets of the subsidiaries to be acquired total CAD $4.6 million (as at June 30, 2017) and, according to the Letter Agreement, the subsidiaries debts and liabilities will collectively be no greater than CAD $80,000 at closing.
About the Transaction
The Letter Agreement outlines the basic terms of the proposed acquisition by MXR from Noble of all of the outstanding securities (the "Shares") of GPS Metals Lab Inc., Global Products Manufacture & Services S.A.S. and Condoto Platinum Limited (including Condoto Platinum Limited's local branch in Colombia) in consideration for: (i) such number of common shares of Max as represents approximately 35% of the issued and outstanding shares of MXR on completion of the transaction, plus a cash amount of $500,000 (the "Transaction").
The Transaction is subject to TSX Venture Exchange and shareholder approval by the shareholders of both MXR and Noble, as well as satisfactory completion of a due diligence investigation by MXR and the execution of a Definitive Agreement. As Noble is listed on the ASX, it will be required to comply with ASX rules and the Transaction is therefore also subject to approval by the Noble shareholders. Noble is at arms-length from MXR.
Upon closing of the Transaction, Noble will become a control person of MXR. Within five days after receipt of conditional approval from TSX Venture Exchange, MXR will be required to pay to Noble a non-refundable deposit on account of the purchase price in the amount of $100,000, and on completion of its due diligence review and execution of a Definitive Agreement, Max shall pay to Noble an additional non-refundable deposit on account of the purchase price in the amount of $150,000. On closing MXR will receive a credit against the purchase price in the amount of the $250,000 deposit.
There are no finders and no finder's fee will be paid in connection with this transaction.
Clancy Wendt has resigned as a director of MAX Resource Corp. due to other commitments. The Company is grateful to Mr. Wendt for his significant contributions to the company over his 14 years of service as an officer and director and wishes him all the best in his future endeavours.
About Max Resource Corp.
Max Resource Corp., a Canadian-based exploration company focused on identifying mineral assets located within the under-explored northern section of the richly endowed Andean Copper Belt of Colombia.
ON BEHALF OF THE BOARD OF MAX RESOURCE CORP.
"Brett Matich"
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.
Further information regarding the Company can be found on SEDAR at www.SEDAR.com, or by contacting the Company directly at (+1) 604 365 1522.
Website: www.maxresource.com
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 Acquisition 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 guarantees 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.
