Max Resource and Noble Receive Approval for the Transaction
Vancouver, British Columbia--(Newsfile Corp. - April 3, 2019) - MAX RESOURCE CORP. (TSXV: MXR) (OTC Pink: MXROF) (FSE: M1D1) (the "Company") is pleased to report that, at the Special Meeting of Shareholders held on April 2, 2019, shareholders adopted a special resolution approving the transaction with Noble Metals Limited ("Noble") and its wholly-owned subsidiary Condoto Platinum Limited ("Condoto") (the "Transaction"). The Company has also received approval from the Board of Noble for the execution of the Transaction.
Transaction highlights include:
- The acquisition by MAX of 100% rights to mineral claims and mineral applications held by Noble 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, which covers an area of 1,757 sq. km, located 100 km SW of Medellin, Colombia.
- Established infrastructure, including a fully operation 30-man exploration camp at the town of Novita.
- 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).
The Company advises that mineralization hosted on adjacent properties is not necessarily indicative of mineralization hosted on the Company's Choco Precious Metals Project.
Brett Matich, Max's President and Chief Executive Officer, commented: "Shareholder approval of the Noble Transaction represents a major milestone for the Company. This transaction secures a major ground position in a world class precious metals province."
The Transaction is described in a definitive asset purchase agreement (the "Transaction Agreement") dated effective February 8, 2019, pursuant to which the Company has agreed to purchase a bundle of resource exploration assets located in the Choco Department of Colombia between Noble, Condoto, a local Colombian branch of Condoto (known as a "Sucursal") and the Novita Higher Community Council. In consideration for these assets, MAX has agreed to pay the sum of C$500,000 and to issue to Noble 26,665,896 MAX common shares (the "Acquisition Shares").
At the Special Meeting, the Company's shareholders adopted an additional special resolution to approve Noble as a 'Control Person' of the Company as that term is defined in the policies of the TSX Venture Exchange. The Company anticipates that Noble will become a Control Person when the Acquisition Shares are issued upon the completion of the Transaction because, at closing, Noble will hold 29.2% of the issued and outstanding shares of the Company. The Transaction remains subject to conditions within the Transaction Agreement and the TSX Venture Exchange conditional approval letter.
About Max Resource Corp.
MAX Resource Corp. is a mineral exploration company focused on the development of prospective projects in the rich mineral belts of Colombia. The Company has established significant exploration infrastructure and local community support for two very large prospective Colombian projects: the Choco Precious Metals Project, located 100 kms south of Medellin, which covers or is adjacent to historic production of 1.5Mozs gold and 1.0Mozs platinum and the Gachala Copper Project, located 60 kms east of Bogota.
The Company is led by a seasoned management team with a track record of significant discovery and exploration success.
ON BEHALF OF THE BOARD OF MAX RESOURCE CORP.
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For more information contact:
Brett Matich, CEO and President Tel: (+1) 604 365-1522
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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