Estes Park, Colorado - TheNewswire - November 4, 2020 - Taranis Resources Inc. ("Taranis" or the "Company") ( TSXV:TRO ) (OTC: TNREF ) announces that it has entered into an exclusive letter of intent with Cameo Industries Corp. ("Cameo") to acquire all of the issued and outstanding shares of FortyTwo Metals Inc., a private British Columbia mineral exploration company which holds certain mineral property interests in British Columbia, including the MAX Mill Molybdenum Project (the "MAX Project") (details below) (the "Transaction"). The letter of intent provides that it will be superseded and replaced with a more formal definitive agreement that will contain standard representations and warranties for agreements of a like nature. (The letter of intent and the more formal definitive agreement are hereinafter collectively referred to as the "Agreement".)
Pursuant to the Agreement, Taranis will acquire 100% of the issued and outstanding shares of FortyTwo Metals Inc. from Cameo for consideration consisting of the following:
(a) 3,600,000 common shares to be issued to Cameo;
(b) up to 400,000 common shares to be issued to an arm's-length finder; and
(c) 4,000,000 common shares to be issued to MX Gold Corp. ("MXG") as consideration for the purchase of the 50% net profits interest (the "NPI") held by MXG in respect of the MAX Project pursuant to a share purchase agreement between Cameo and MXG dated as of January 11, 2019, as amended.
As additional consideration for the purchase by Taranis of the NPI, Taranis shall pay to MXG $1,000,000 no later than 90 days following the commencement of commercial production from the MAX Project.