Mr. Brandon Rook reports
SILVER VALLEY METALS ANNOUNCES SALE OF THE RANGER-PAGE PROJECT IN THE SILVER VALLEY, NORTHERN IDAHO, USA
Silver Valley Metals Corp. has signed an asset purchase agreement on July 12, 2024, with Silver Dollar Resources Inc., whereby Silver Dollar will acquire from Silver Valley and its subsidiary, North Idaho Metals Corp., the right, title and interest in the assets related to the Ranger-Page project, located in Shoshone county, Idaho, including the option rights under the Government Gulch option and joint venture agreement, and the Page mine mineral rights lease and option agreement. The disposition is an arm's-length transaction.
After careful consideration, the board of directors weighed its options about how to move the company forward in the most effective and least capital dilutive way. With two projects of merit and a share structure that remains in tact, the company's decision to enter into a sale of the Ranger-Page project to Silver Dollar was considered to be the most strategic option.
The opportunity for Silver Valley to be financed without share dilution, to retain certain royalties and to have a meaningful participation in the upside of the Ranger-Page project through its approximately 12-per-cent equity participation in Silver Dollar represents a compelling proposal. The company's equity position in Silver Dollar also provides it with the upside potential of Silver Dollar's flagship project in Mexico, La Joya, which has approximately 100 million near-surface silver equivalent ounces while continuing to be developed.
Following the transaction, the company will be in a good position to refocus its efforts at the Mexi-Can (Mexico-Canada) lithium/sulphate of potash project in Mexico, which has a large inferred resource outlined at surface, with major expansion possibilities. It will also give the company financial resources to continue to build out its project portfolio.
Brandon Rook, chief executive officer, commented: "Selling the Ranger-Page project to Silver Dollar not only relieves the company from having to undergo substantial capital dilution in order to meet the financial obligations of approximately $2.4-million (Canadian) over the next 15 months, it enables the company to concentrate its efforts on its Mexi-Can lithium/sulphate of potash project, which have historically been its core asset. With the money and equity received, the structure of the transaction reflected in the agreement also enables Silver Valley to participate in the upside success of Silver Dollar through both the Ranger-Page and the flagship La Joya project. We believe there is strong upside to Silver Dollar's share value because of its Tier 1 assets in their portfolio today. With this transaction, Silver Valley avoids diluting its shares on a two-time-plus multiple and adds dollars to the treasury at the same time. Silver Valley will also get to participate in the future success of the Ranger-Page project through the residual net smelter returns that will be issued."
About Silver Dollar's flagship La Joya asset
Silver Dollar's La Joya project is located in a mining-friendly jurisdiction in Mexico, 75 kilometres southeast of Durango, Mexico, in a past-producing and operating district of prolific mines. At La Joya, over 51,000 metres of drilling have been completed, of which 37,000 metres have been used to define a large 100-million-plus-ounce silver-dominant historic resource at a cut-off grade of 60 grams per tonne (g/t) silver equivalent, which also includes meaningful copper and gold contributions.
Subsequent to the published historic inferred resource, there was a phase 3 drilling program completed that opened up and expanded large portions of the deposit, which to date has not been added to the inferred resource estimate. The phase 3 drilling program targeted infill drilling along the main mineralized trend and was successful in confirming strong mineralization in 15 of 17 drill holes.
Following the phase 3 program, Silver Dollar recently expanded the historic drilling with another drill campaign that yielded new discoveries located within close proximity to the inferred resource.
At an approximately $12-million (Canadian) market cap and over $3-million cash in the treasury, Silver Dollar is in a strong position and well on its way to building out the historic inferred resource at La Joya into a significant silver-dominant deposit.
Transaction summary
Under the terms of the agreement, the company has agreed to assign to Silver Dollar the target assets for cash consideration of $300,000 (Canadian) and the issuance of six million common shares in the capital of Silver Dollar at a deemed price of 30 Canadian cents per share for aggregate consideration of $2.1-million (Canadian). The payment shares will be subject to a statutory four-month hold period and contractual escrow in accordance with the release schedule shown in an attached table.
As part of the agreement, the parties will enter into a voting support agreement, whereby Silver Valley will, so long as it owns payment shares, cast all votes attaching to such shares in favour of electing the individuals recommended by Silver Dollar for election to its board of directors, and will not support a shareholder proposal for consideration at any meeting of shareholders or tender its shares pursuant to a takeover bid not recommended by Silver Dollar's board.
If Silver Dollar exercises its option under the acquired Government Gulch agreement, it will grant Silver Valley Metals a royalty equal to 0.5 per cent of net smelter returns from the Government Gulch property. Further, if Silver Dollar exercises its option under the acquired Page mine agreement, it will grant Silver Valley Metals a royalty equal to 1 per cent of net smelter returns from the Page mine property; Silver Dollar may repurchase half of such royalty (0.5 per cent of net smelter returns) at any time for $500,000 (Canadian).
The agreement also includes representations, warranties, covenants and indemnities customary in transactions of this nature.
The Government Gulch agreement
To exercise its option to acquire a 75-per-cent interest in the Government Gulch property under the Government Gulch agreement, Silver Dollar must pay the optionor $250,000 (U.S.) and incur approximately $1.21-million (U.S.) in exploration expenditures on the property on or before Oct. 18, 2025.
Within 60 days of exercising the first option, Silver Dollar has the option to acquire the remaining 25-per-cent interest in the Government Gulch property through good faith negotiations with the optionor. In the event the optionor and the company cannot agree on a purchase price for the second option, the company can elect the purchase price of the second option to be: (a) $2.25-million (U.S.); (b) $1-million (U.S.) and issue $1.25-million (U.S.) of Silver Dollar's shares valued at the 20-day volume-weighted average price (VWAP); or (c) if the optionor so requests, $2.25-million (U.S.) of Silver Dollar's shares valued at the 20-day VWAP.
If Silver Dollar does not exercise the second option within 60 days of exercising the first option, a joint venture will be formed among the parties and Silver Dollar will serve as operator on the project. If Silver Dollar spends more than 90 per cent of the exploration expenditures of such joint venture, under the Government Gulch agreement, it will automatically acquire the remaining 25-per-cent interest in the Government Gulch property and the optionor will receive a 2.0-per-cent net smelter return royalty on the Government Gulch property. Silver Dollar will have the ability to repurchase half of such royalty (1.0 per cent of net smelter returns) for $1-million (U.S.).
The Page mine agreement
The Page mine agreement is a lease and option expiring Nov. 17, 2031, requiring Silver Dollar to pay rental payments of $30,000 (U.S.) per year. During the term of the lease, Silver Dollar may elect to acquire the Page mine property for $1.5-million (U.S.) less amounts previously paid under the lease. To date, the vendors have paid $120,000 (U.S.) pursuant to the lease and option agreement.
The company will, subject to TSX Venture Exchange acceptance, pay a finder's fee in accordance with exchange policy, consisting of 1,512,500 shares valued at six cents per share to Kluane Capital FZCO and 779,166 shares valued at six cents per share to Canal Front Investments Inc., in respect of the transaction. The finders' shares will be subject to a statutory four-month hold period. The finders are non-arm's-length to the company and the purchaser.
Closing of the transaction is expected to be completed on or before July 31, 2024.
Qualified person
Timothy Mosey, BSc, MSc, SME, is the qualified person for the company and qualified person as defined by National Instrument 43-101. The QP and the company have not completed sufficient work to verify the information on the La Joya property.
The independent qualified persons for the technical report of the La Joya project, who have prepared, reviewed and approved the contents of the historic inferred resource estimate, are James Barr, PGeo, from the consulting firm of EBA Engineering Consultants Ltd., a Tetra Tech company, and Ting Lu, PEng (for metallurgy), from Wardrop Engineering, a Tetra Tech company.
About the Mexi-Can lithium/potassium (sulphate of potash) project
Silver Valley owns a 100-per-cent interest in a lithium- and potassium-bearing salar complex comprising 4,056 hectares on three mineral concessions, located on the central Mexican plateau in the states of Zacatecas and San Luis Potosi, Mexico. The National Instrument 43-101 inferred mineral resource contains 12.3 million tonnes of sulphate of potash (SOP) and 243,000 tonnes of lithium carbonate equivalent (LCE) defined only from surface to an average depth of five metres. The salars remain wide open in all directions for expansion.
About the Ranger-Page project
The Ranger-Page project is in the Silver Valley in northern Idaho, 60 kilometres east of Coeur d'Alene and one kilometre from the I-90 freeway. In 2020, Idaho was ranked the first in the world in policy perception and ninth-best mining jurisdiction (Fraser Institute annual mining survey). The project borders the famous Bunker Hill mine to the east and, for the first time, consolidates the western extent of the prolific Silver Valley mining corridor by one operator in the past 100-plus years.
The project comprises six historical mines on patented claims, without royalties. The largest of these, the Page mine, was a top-10 producer in the Silver Valley, yielding over 1.1 billion pounds of zinc and lead, and 14.6 million ounces of silver. The Page mine has high-grade silver-zinc-lead historic reserves, and remains open at depth and along strike beyond what has been identified to date.
Historical mining on the properties have shared underground infrastructure from the larger Page mine to the Blackhawk mine. The company has underground mining data and surface geological data that support high-grade silver-zinc-lead mineralization present within the other shallow, undeveloped mines. These mines remain open at depth and laterally along strike.
Exploration potential beyond the historic mines is considered significant as modern systematic exploration is being applied to the project for the first time.
About Silver Valley Metals Corp.
Silver Valley is a Canadian exploration company comprising a group of experienced exploration, mining and financing specialists focused on the pursuit of mineral discovery and development. The company is focused on the advancement of strategic and precious mineral properties, including lithium and potash in Mexico, and silver, zinc and lead in northern Idaho in the United States.
We seek Safe Harbor.
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