Talent Infinity Signed Updated NBLOI for 10,600 ha Peruvian Land Package
Talent Infinity Resource Developments Inc.
Provides Update on Non-binding Letter to Acquire 10,600 Hectare Peruvian Land Package
Vancouver, British Columbia - (November 22, 2023) - Talent Infinity Resource Developments Inc. (“Talent” or the “Company”) (CSE: TICO) has entered into a non-binding letter of intent and indicative term sheet dated November 21, 2023 (the “NBLOI”) with Premier Silver Corp. (“Premier”) to acquire up to 100% of the shares of Premier (the “Premier Shares”) by way of statutory plan of arrangement (the “Transaction”). In consideration for the Transaction, Talent shall issue common shares (“Talent Common Shares”) having an aggregate value of $46,700,000 (the “Purchase Price”). The assets of Premier consist of a gold-silver 10,600 hectares land package located in Peru and the former silver producing Mallay Mine with a 600 ton per day mill located on the site, under care and maintenance.
Following the NBLOI, Premier and Talent shall negotiate and enter into a definitive agreement (the “Definitive Agreement”) by December 15, 2023, or such other date as the Premier and Talent may agree to set forth the terms of the Transaction. The Company shall provide a further update when the Definitive Agreement has been entered into.
Subject to the terms of the Definitive Agreement, it is anticipated that the share capital of Talent will be subdivided on a two old shares to three new share basis (the “Subdivision”). The Purchase Price shall be paid by the issuance of 46,700,000 Talent Common Shares, on a post-Subdivision basis, with each post Subdivision Talent Common Share having a deemed value of $1.00, subject to a final respective valuation of the companies to be outlined in the Definitive Agreement. As part of the Transaction, the existing Premier share purchase warrants will be exchanged for Talent share purchase warrants that will confer the right to purchase the number of Talent Common Shares which the Premier warrant holder would have been entitled to upon the completion of the Transaction if the Premier warrant holder had been a shareholder at the time of such Transaction completion. Premier will nominate three directors to Board composed of five directors.
It is expected that Talent will need to hold a special meeting of Talent shareholders to approve the Transaction, requiring at least two-thirds of the votes cast by Talent shareholders at the special meeting. The Transaction shall be further subject to (i) Talent and Premier raising a minimum working capital of US$10,000,000 to the ongoing business of Premier, (ii) negotiation and execution of the Definitive Agreement, (iii) Premier shall have no debts on the closing date of the Transaction other than the loan agreed to by Talent, (iii) Premier obtaining of the required Premier’s shareholder approval in regard of the Transaction and as required by applicable corporate law, and (iv) any other terms agreed upon in the Definitive Agreement.
A finder’s fee to be paid on the Transaction is to be finalized and shall be included in the Definitive Agreement.
On Behalf of the Board of Directors of Talent Infinity Resource Developments Inc.
Derrick Gaon Chief Executive Officer
(416) 904-1478
About TICO Talent Infinity Resource Developments Inc. is a mineral exploration company focused on the acquisition, exploration and development of critical mineral properties. The Company is based in Vancouver, B.C. and holds an option over the Wildcat Property located in British Columbia.
Disclaimers
This news release contains forward-looking statements based on assumptions and judgments of management regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. The company disclaims any intention or obligation to revise or update such statements. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis and other disclosure filings with Canadian securities regulators which is posted on www.sedar.com. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described stateherein and accordingly undue reliance should not be put on such. No regulatory authority accepts responsibility for the adequacy or accuracy of this release. The Company does not undertake to update this news release unless required by applicable law.