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Baroyeca Gold & Silver Inc (2)
Symbol BGS
Shares Issued 7,376,994
Close 2020-11-02 C$ 0.205
Recent Sedar Documents

Baroyeca enters formal option for Colombian projects

2020-11-02 19:02 ET - News Release

Subject: Baroyeca Gold & Silver Inc. Word Document File: '\\doc\emailin\20201102 154910 Attachment NR-20Nov02-Colombia Ppty Formal Option Agmts-Final.doc' Baroyeca Gold & Silver Inc. News Release BAROYECA GOLD & SILVER INC. Suite 1008 - 409 Granville Street Vancouver, BC V6C 1T2 Telephone (604) 689-5002 Fax: (604) 689-5003 November 2, 2020 TSX-V: BGS BAROYECA SIGNS FORMAL OPTION AGREEMENTS FOR TWO COLOMBIAN MINING PROPERTIES VANCOUVER, B.C. - BAROYECA GOLD & SILVER INC., further to its news release of April 22, 2020 is pleased to announce that it has entered into two formal mineral property option agreements with Malabar Gold Corp. ("Malabar"), a private British Columbia company, whereby Malabar has granted Baroyeca options to acquire a 100% interest in the Santa Barbara Property and the Falan Property, two mineral properties located in Colombia, South America, along with all of the machinery, equipment, surface rights, licenses, permits, data and records relating to the properties and held by Malabar. Following its April 22, 2020 news release, the Company undertook a due diligence review of the properties, secured a legal opinion regarding title to the properties from Colombian legal counsel and commissioned a 43-101 technical report from the Company's geological consultant for each property. The Company is entering into these agreements in order to acquire a property of merit to satisfy tier maintenance requirements with respect to the Company's listing with the TSX Venture Exchange (the "Exchange"). In the circumstances, the transactions are categorized as "reviewable transactions" under the Exchange Policies, and, as the share issuances to the Vendor provided for in the option agreements could result in a possible change of control of the Company, the Exchange Policies require the approval of the majority of disinterested shareholders of the Company to the transactions. The particulars of and the consideration to be paid with respect to the reviewable transactions is as follows: The Santa Barbara Property The Santa Barbara Property consists of 110.86 hectares located in the Municipality of San Martin de Loba, in Bolivar Department, Colombia. The purchase includes a facility that is being used to carry out bulk sampling on the Property. All permits are in place to conduct the sampling activities on the Property. The Property is subject to a 2.5% NSR retained by the vendor. The Property interests, equipment, operations and permits are all held through a group of four subsidiary companies of Malabar, two incorporated in Panama and two incorporated in Colombia (collectively the "Subsidiaries"). Pursuant to the terms of the option agreement, to earn a 100% interest in the Santa Barbara Property, subject to the royalty, Baroyeca must make cash payments of $1,750,000 to Malabar, issue 7,000,000 Baroyeca common shares to Malabar and must incur expenditures of $500,000 on the Property, as follows: Cash Payments Share Issuances Exploration Expenditures Year 1 $900,000 3,500,000 $500,000 Year 2 $425,000 1,750,000 - Year 3 $425,000 1,750,000 - Total $1,750,000 7,000,000 $500,000 During the term of the option, Baroyeca will have full access to enter and operate the Property. The Falan Property The Falan Property consists of 2,585.94 hectares, located in the Municipality of Falan, in Tolima Department, Colombia. Although substantially larger than the Santa Barbara Property, the Falan Property is less advanced, work being at the exploration stage. The Falan Property is subject to a 3.5% NSR payable to an underlying vendor of the Property to Malabar. Pursuant to the terms of the option agreement, to earn a 100% interest in the Falan Property, Baroyeca must make cash payments of $1,050,000 and issue 5,000,000 Baroyeca common shares to Malabar over the term of the option, as follows: Cash Payments Share Issuances Exploration Expenditures Year 1 $500,000 2,500,000 - Year 2 $250,000 1,250,000 - Year 3 $300,000 1,250,000 - Total $1,050,000 5,000,000 - During the term of the option, Baroyeca will have full access to enter and operate the Property. Pre-Conditions to Closing The option agreements described above each have certain conditions that are required to be satisfied prior to closing including: 1. Completion of a private placement financing in the order of $5.0 Million by Baroyeca; and 2. Acceptance for filing of the transactions from the TSX Venture Exchange. Shareholder Approval of Possible Change of Control As stated above, for these reviewable transactions being undertaken by the Company, the Exchange Policies require shareholder approval, by the vote of a majority of the disinterested shareholders, to the possible change of control that could result from the issuance of the shares provide for pursuant to these mineral property option transactions. Accordingly, directors, officers and insiders of the Vendor, as interested parties, would not be entitled to vote at the shareholder meeting. The Company has not set a date yet for the meeting at which this matter will be considered. BAROYECA GOLD & SILVER INC. Per: "Richard Wilson" Richard Wilson, President Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or the accuracy of this release.

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