Vancouver, British Columbia--(Newsfile Corp. - March 1, 2021) - Spey Resources Corp. (CSE: SPEY)("Spey" or the "Company") is pleased to announce that the Company has completed its acquisition (the "Transaction") of Tay Resources Corp. ("Tay"). The Company acquired 100% of the issued and outstanding common shares in the capital of Tay (the "Tay Shares") from the shareholders of Tay (the "Tay Shareholders") pursuant to an agreement among the Company, Tay and the Tay Shareholders, resulting in Tay becoming a wholly-owned subsidiary of Spey.
Tay owns an option (the "Option") to acquire from John (Jack) Denny and Robert (Bob) Denny (together, the "Denny's") an undivided 100% interest in and to the Kaslo Silver Property (the "Kaslo Property"), located 12 kms west of Kaslo BC in southern British Columbia. Adding the Kaslo Silver Project to Spey's portfolio provides the Company with a second highly prospective silver and base metal property.
The Property
The Kaslo Silver Property is located along the Keen Creek Valley, 12 Kilometres west of Kaslo, BC. The Property underwent extensive prospecting and exploration during the mineral rush of the late 1800's and early 1900's. Numerous small mines went into production on the narrow high grade silver-bearing veins that were discovered. The most substantial of these operations was the Cork-Province mine, which is reported to have consisted of underground workings at several mining levels that exploited zones of replacement mineralization within the host limestone rocks. A total of 210,990 tonnes of material was mined with reported average grade of 70.3 grams per tonne silver, 3.05 percent lead and 4.72 percent zinc.
Significant amounts of work were completed during programs conducted by Cream Minerals Ltd. spanning the interval 1997 to 2004. Highlights from that work include a 1997 trenching program above the Cork-Province Mine that returned an estimated true thickness of 6.50 metres grading 136.7 g/t Ag, 6.47% Zn and 3.45% Pb. Diamond drilling of this mineralization included hole 97CP04 that returned a 21.1 metre interval (true width not determined) grading an average 209.3 g/t Ag, 8.09% Zn and 6.02% Pb.* The reader is warned against undue reliance on historic results that have yet to be directly verified by the company.
A program of geologic mapping, prospecting, and diamond drilling is recommended for the next phase of work (Phase I) at an estimated cost of $110,000.
*(see NI 43-101 Technical Report dated August 25, 2020 titled "Technical Report on the Kaslo Silver Property" by Perry Grunenberg, P. Geo. for Tay Resources Inc.)
Assignment Agreement-
Pursuant to the agreement between the parties, as a condition precedent to the Transaction, Spey, Tay and the Denny's have entered into an assignment, assumption and amending agreement (the "Assignment Agreement") pursuant to which Tay will assign its rights and obligations under the Option to Spey.
In order to exercise the Option, Spey must:
- make cash payments to the Dennys totaling $310,000 as follows: (a) $30,000 payable on or before August 31, 2021; (b) $70,000 payable on or before August 31, 2022; (c) $100,000 payable on or before August 31, 2023; and (d) $110,000 payable on or before August 31, 2024;
- issue to the Dennys an aggregate of 236,547 common shares of the Company (each a "Spey Share") as follows: (a) 78,849 shares on or before August 31, 2021; (b) 78,849 shares on or before August 31, 2022; and (c) 78,849 shares on or before August 31, 2023; and
- issue to the Dennys an additional 131,415 Spey Shares upon the commencement of commercial production at the Kaslo Property.
Upon commencement of commercial production at the Kaslo Property, the Kaslo Property will be subject to a 2.5% net smelter return royalty. All securities issuable in connection with the Option are subject to a statutory hold period expiring four months and a day from the date of issue.
Multilateral Instrument 61-101
Marshall Farris, Chief Executive Officer, Corporate Secretary and a director of the Company, is a Tay Shareholder and, as such, his participation in the Transaction is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be distributed in the Transaction nor the consideration to be received for those securities, in so far as the Transaction involves Marshall Farris, exceeds 25% of the Company's market capitalization.
Qualified Person
Spey's Qualified Person, Perry Grunenberg, P.Geo., is a Qualified Person as defined by National Instrument 43-101, "Standards of Disclosure for Mineral Deposits" and has reviewed and approved the technical information contained in this news release.
On behalf of the Board of Directors ofSpey Resources Corp.,
"David Thornley-Hall"
David Thornley-Hall, President and Director
For additional information on the Company, please visit the Company's website:
www.speyresources.ca or email: dth@speyresources.ca
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
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. Such forward-looking statements may include, without limitation, statements with respect to the Company's expectations, strategies and plans for the Kaslo Silver Property, including the Company's planned expenditures and exploration activities and the Option. 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 Spey'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.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release.
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