Max Resource Corp. Signs Binding Letter of Intent with Copperbelt Minerals Corp.
Vancouver, Feb 26, 2018 - Max Resource Corp. (TSXV: MXR) (OTC Pink: MXROF) (FSE: M1D) ("MXR" or the "Company") is pleased to announce it has executed a binding letter of intent ("LOI") to acquire 100% of the outstanding share capital of Copperbelt Minerals Corp. ("CMC") a private Canadian company (the "Acquisition"), that currently holds the Copperbelt Project ("Project"), located in Cundinamarca Department of central Colombia, approximately 50 kilometres east of the capital of Bogota. Project's key highlights:
- Project underlies a 25 km long section of a 250 km belt of sedimentary copper mineralization
- The 40,000 hectare property is showing copper mineralization spread throughout the Project
- Includes the region's most prolific copper mine with grab sample grades ranging from background to 26% copper - Cerro de Cobre
- Channel sampling returned 22.8 m at 3.16% copper
- Mobile metal ion sampling defined a 1500 m by 800 m copper-in-soil anomaly open in all directions
- Interpreted repetitions and favourable structures outside known mineralization
- Recent long-wave infrared ("LWIR") survey conducted identified multiple anomalies within the Project
"The northern end of the world's largest copper belt, the Andean Belt, is an underexplored region ripe for exploration and discovery. The widespread occurrences of copper throughout the 400 square kilometre property exhibiting highlight grab samples of 26% Cu and channel sampling of 3.16% over 22 m, combined with the LWIR confirming the known occurrences and identifying several other targets, suggests the Project presents a potential new sedimentary hosted copper district" stated Brett Matich, CEO and President.
Three hundred and three grab and channel samples from the Cerro de Cobre averaged 0.798 % copper with 80 of the samples returning values in excess of 0.5% copper. The Company cautions investors that grab samples are selected samples and are not necessarily representative of mineralization hosted on the property. The orientation of the channel samples has yet to be determined as the outcrop is minimally exposed.
The Copperbelt Project
The Project underlies a 40,000 hectare section of a 250 kilometre long belt of sedimentary rocks believed to be analogous to the Zambian Copper Belt of Africa. (Source: Rodriguez and Warden (1993). Overview of some Colombian gold deposits and their development potential. Mineralium Deposita Volume 28, pages 47-57).
The Project consists of 4 mineral claims and 21 exploration applications totaling approximately 40,000 hectares and includes the historic Cerro de Cobre mine, where 2008 channel sampling returned 22.8 metres grading 3.16% copper and 15.3 g/t silver. Subsequent Mobile Metal Ion (MMI) soil sampling defined a 1500 metre by 800 metre copper-in-soil anomaly encompassing the two zones, open in all directions. Colombian Mines Corporation felt there was a high potential for repetition on the opposite side of the hosting anticline and further felt the geology suggested mineralization may extend beyond the limits of known anomalous zones. (Source: Colombian Mines Corporation News Releases dated 15-May-2008 and 14-Nov-2012 respectively).
The historic sampling combined with the recent mapping and sampling completed by CMC indicates copper appears to be widely dispersed throughout the 40,000 hectare property holdings. CMC has also completed a LWIR survey over the entire property base. The LWIR survey has identified anomalous zones over areas of known copper mineralization and has also identified similar anomalies over unexplored areas throughout the property holdings. CMC has just successfully sampled one of the LWIR unexplored anomalies; assays are pending.
LWIR analyzes reflectance spectroscopy data obtained from satellites against a set of known standards to map or identify mineral distribution over extremely large areas covered by vegetation and shallow cover.
The Company has just completed an initial due diligence trip to the site in the company of its independent Qualified Person, Mr. Warren D. Robb, P.Geo. Mr. Robb will be completing a technical report in accordance with NI 43-101 to support of the Acquisition (the "Technical Report'").
The Corporation cautions investors the presence of copper mineralization in the Andean Copper Belt is not necessarily indicative of copper mineralization on the Project. The Company further cautions investors that it has not yet verified the historical data.
Mr. Matich further commented, "BHP Billiton, the world's largest miner, recently stated their belief that copper, not lithium or cobalt, is the best way to benefit from increased electric vehicle demand. Max Resource Corp. believes the best place to look for copper is the most prolific copper producing region in the world, the Andean copper belt, producer of 42% of the world's copper on an annual basis."
About the Transaction
Pursuant to the LOI, the Company has agreed to negotiate the terms of a definitive acquisition agreement (the "Definitive Agreement") with the shareholders (the "Vendors") of CMC. The Vendors are at arm's length to the Company. On closing of the Acquisition, MXR will issue 12,000,000 common shares to the Vendors in exchange for 100% of the issued shares of Copperbelt Minerals Corp. It is anticipated that no change of control will occur and that there will be no new insiders and no new control persons of the Company created in connection with the Acquisition. The Acquisition will not constitute a reverse take-over of the Company. No finder's fees are payable in connection with the Acquisition.
CMC, through its wholly-owned subsidiary, Copperbelt Minerals Corp. Sucursal, indirectly owns 21 mineral license applications with the Agencia Nacional de Mineria ("ANM") in Colombia. In addition, CMC, subject to certain conditions, holds the exclusive rights to four mineral licenses with the ANM.
In addition to the share issuances above, MXR will pay the following cash amounts to the Vendors:
- US$25,000 on signing of the LOI.
- US$95,000 on 5 days after TSXV approval.
- US$85,000 after 180 days after TSXV approval.
- US$257,000 after 390 days after TSXV approval.
- US$308,000 after 730 days after TSXV approval.
- US$290,000 after 1095 days after TSXV approval.
Certain shareholders of CMC will collectively retain a 3% NSR Royalty over the Project properties. MXR has the sole exclusive right to purchase 50% of the 3% NSR Royalty for the consideration of US$3,000,000 at any time prior to production.
Closing and final acceptance of the Acquisition remains subject to a number of conditions, including: completion of satisfactory due diligence by MXR by March 30, 2018; the execution of the Definitive Agreement by March 30, 2018; receipt of the Technical Report, to the satisfaction of MXR; and receipt of approval of the TSX Venture Exchange.
As of this date, MXR has an exclusive right to complete the Acquisition with CMC. The Company will provide further updates regarding the contemplated Acquisition within 30 days following the issuance of this press release.
About Max Resource Corp.
Max Resource Corp., a Canadian-based exploration company, its focussed on acquiring advanced mineral exploration projects which are located within the under-explored northern section of the richly endowed Andean Copper Belt, which extends from the countries of Chile in the south through to Colombia in the north and contains almost half of the world's known copper reserves. The northern Andean Copper Belt countries of Colombia, Ecuador and Peru are fertile ground for mineral explorers and mine developers, with their rich mineral bounty, underexplored terrain and pro-mining cultures.
ON BEHALF OF THE BOARD OF MAX RESOURCE CORP.
"Brett Matich"
Brett Matich, CEO and President
Tim Henneberry, P. Geo (British Columbia), a member of the Max Resource Corp. Advisory Board, is the qualified person who has reviewed and approved the technical content of this news release on behalf of the Company.
Further information regarding the Company can be found on SEDAR at www.SEDAR.com, or by contacting the Company directly at (604) 365 1522
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain statements that may be deemed as "forward-looking statements" within the meaning of applicable Canadian securities laws. All statements in this release, other than statements of historical facts, are forward-looking statements, including, without limitation, statements pertaining to completion of the Acquisition and any approvals required in connection with the Acquisition. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: changes in market conditions, unsuccessful exploration results, changes in the price of commodities (particularly copper), unanticipated changes in key management personnel and general social, economic or geo-political conditions. Mining exploration and development is an inherently risky business. Accordingly the actual events may differ materially from those projected in the forward-looking statements. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward—looking statement that may be from time to time by the Company or on its behalf, except in accordance with applicable securities laws. We seek safe harbor.