Rover Metals Corp. (TSXV: ROVR) (OTCQB: ROVMF) ("Rover Metals" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated April 10, 2019 to acquire (the "Transaction") all of the issued and outstanding shares of Centennial Mining, an arm's length Nevada corporation, from a private US-based entity (the "Vendor") in consideration of the issuance to the shareholders of the Vendor of 40,000,000 common shares in the capital of Rover Metals (the "Consideration Shares").
The Consideration Shares will be distributed to the shareholders of the Vendor, resulting in no single person holding more than 9.79% of the issued and outstanding common shares of the Company following the completion of the Transaction (post Transaction individual ownership does not give consideration to the number of shares to be issued in connection with the Company’s current private placement financing disclosed below).
Centennial Mining owns, among other things, a 100% interest in the Toquima precious metals property (the “Toquima Property”) located in Corcoran Canyon, Nevada, USA.
Completion of the Transaction is subject to a number of conditions. Such conditions include the execution of a definitive agreement; completion of satisfactory due diligence; receipt of requisite shareholder and director approvals, as applicable; and receipt of all required regulatory, corporate and third party approvals, including the approval of the TSX Venture Exchange (the “TSXV”) as the proposed Transaction may be a “Reviewable Transaction” under TSXV Policy 5.3 – Acquisitions and Dispositions on Non-Cash Assets. As a result of such conditions, there can be no assurance that the Transaction will be completed as proposed or at all
The Consideration Shares issuable on closing of the Transaction will be subject to a hold period of the greater of 12 months and the period stipulated by the TSXV.
Judson Culter, CEO at Rover Metals, states: “The Toquima Property brings Rover Metals a lower cost per meter precious metals exploration project to offset the somewhat more expensive and seasonal exploration costs of our existing Northwest Territories, Canada assets. Additionally, having recently completed our U.S. OTCQB listing we need a U.S. based asset in a mining friendly jurisdiction. The Toquima Property is available for year-round exploration.”
Trading in the Company’s common shares has been halted by the TSXV at the Company’s request. The halt is expected to continue pending the completion of certain pending conditions and the TSXV’s review and acceptance of materials regarding the satisfaction of such conditions.
Source: Company Press Release