Vancouver, British Columbia--(Newsfile Corp. - February 6, 2019) - First Division Ventures Inc. (CSE: FDIV)
(the "Company" of "First Division") is pleased
to announce that it has entered into an Assignment and Property Option Agreement (the "Agreement") with Geoxplor Corp. ("Geoxplor") of Arizona, USA
for the option to acquire a 100% interest in the Temple Mountain Property (the "Property") located in Emery County, Utah, USA.
Temple Mountain Property
The Temple Mountain Property is located in the county of Emery, in the state of Utah, USA. The land is administered by the
Bureau of Land Management (BLM). It consists of a total of 52 Lode mining claims covering 1,074 acres, or approximately 435
hectares. Temple Mountain is located 34 km north of the small town of Hanksville. The Temple Mountain mining district commenced
mining for Vanadium and Uranium in 1914. The area was very active during WWII and continued till 1968. Historical assay data from
exploration drill holes show maximum values of Vanadium (V2O5) oxide of up to 4.97% and Uranium (U3O8) of up to 1.83%.
Geoxplor owns a portion of the claims comprising the Property and holds an option to acquire the remaining portion from an arm's
length third party which option it has agreed to assign to the Company under the terms of the Agreement.
Michael Mulberry, President & CEO of First Division Ventures commented "The historic Temple Mountain vanadium project represents
an exciting opportunity for First Division and provides significant exposure to this critical battery metal. The prospectivity of
the project is highlighted by the historical assays of up to 4.97% vanadium oxide (V2O5) and historical production dating back to
1914."
Terms of the Agreement
First Division may acquire a 100% interest in the Property by paying a total of US$635,000 cash of which US$110,000 is payable
to Geoxplor in the next 12 months with an additional US$75,000 due on the second, third and fourth anniversary of the date of the
Agreement. A total of US$300,000 is payable to the third-party property owner over a period until December 2022.
In addition, First Division must also issue an aggregate of 3,250,000 common shares of the Company ("Common Shares") to
Geoxplor over a period of 4 years from the date of the Agreement and incur aggregate exploration expenditures of US$1,300,000 by
the fourth anniversary of the Agreement.
An additional payment of US$1,000,000, either in cash or Common Shares at the Company's election, is payable to Geoxplor on or
before the date of commencement of any commercial production. Any Common Shares issued pursuant to this obligation will be issued
at a per Common Share price equal to the Company's volume weighted average trading price on the Canadian Securities Exchange
("CSE") for the 5 trading days prior to the date written notice of the election is provided to Geoxplor.
Upon First Division earning a 100% interest in the Property, Geoxplor will be granted a 2.0% Net Smelter Return Royalty
("NSR") payable upon commercial production from the Property. First Division may buy-back 50% of the NSR at a price of
US$1,000,000
Private Placement
The Company is also pleased to announce a non-brokered private placement (the "Private Placement") of units (each, a
"Unit") at a price of $0.25 per Unit for gross proceeds of up to $1.5 million, the net proceeds of which will be used by
First Division to fund obligations under the Agreement.
Each Unit will consist of one Common Share and one Common Share purchase warrant (each, a "Warrant"). Each Warrant shall
entitle the holder to purchase one additional Common Share (a "Warrant Share") at a price of $0.50 per Warrant Share for a
period of 18 months from issuance. All securities issued pursuant to the Private Placement will be subject to a four month hold
period. The Company may pay finder's fees in connection with the Private Placement and in accordance with CSE policies.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United
States. The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements.
About the Company
First Division Ventures Inc. is a junior mineral exploration company engaged in the business of acquiring, exploring and
evaluating natural resource properties. The Company has an option to acquire a 50% interest in the Fish Lake property, consisting
of 81 lode mineral claims located in Esmeralda County in the state of Nevada, USA.
Michael Mulberry
Chief Executive Officer, President and Director
Telephone: (778) 855-5001
Neither the CSE nor its regulations service providers accept responsibility for the adequacy or accuracy of this news
release.
This news release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking
statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified
by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar
expressions, or that events or conditions "will," "would," "may," "could" or "should" occur and in this news release relate to the
Agreement and the Company's fulfilment of its obligations thereunder. Information inferred from the interpretation of drilling and
other sampling results may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found
to be present when and if a project is actually developed. These forward-looking 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, including, without limitation: risks related to fluctuations in metal prices; uncertainties related to raising
sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from
weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the
perceived potential of the Company's properties; risk of accidents, equipment breakdowns and labour disputes or other unanticipated
difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of
environmental contamination or damage resulting from the Company's operations and other risks and uncertainties. Any
forward-looking statement speaks only as of the date it is made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future
events or results or otherwise.
Not for dissemination in the United States or for distribution to U.S. newswire services
