CloudBreak Discovery Corp. Enters Into Definitive Agreement with Temas Resources Corp. for La Blache Property
Vancouver, Canada, June 18, 2020 --(PR.com)-- CloudBreak Discovery Corp. (“CloudBreak” or the “Company”) is pleased to an announce it has executed a definitive agreement with Temas Resources Corp. (“Temas”) (CSE: TMAS) for the La Blache property (the “La Blache Property”) in Cote-Nord, Quebec by way of certain share and cash consideration (the “Transaction”). Pursuant to the definitive agreement, Temas will acquire 100% interest in the La Blache property which is comprised of 48 claims covering 2,653.25ha of ground ~100km north of the community of Baie-Comeau, from CloudBreak Discovery Corp. and Cronin Services Ltd. (the “Vendors”).
Terms of the Transaction
Pursuant to the Transaction, Temas will acquire a 100% interest in the La Blache Property by issuing an aggregate of 20,000,000 Temas shares (the “Payment Shares”) and paying $60,000 to the Vendors and deliver an NSR Royalty of 2%, subject to the right of Temas to repurchase one-half of the NSR Royalty (being 1%) for $2,500,000 at any time.
The Payment Shares will be subject to pooling restrictions as follows: 25% will be released from pool on the date that is six months after the closing of the Transaction, and 75% of the Payment Shares will be released from pool on the date that is 12 months after such date.
The Transaction is subject to standard closing conditions, including receipt of Canadian Securities Exchange approval and Temas shareholder approval.
The Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Transaction is exempt from the formal valuation requirements of MI 61-101 as Temas is not listed on a specified stock exchange. Temas intends to obtain minority shareholder approval of the Transaction in accordance with the requirements of MI 61-101.
Further details can be viewed on the Temas Resources website: www.temasresources.com
About CloudBreak Discovery Corp.
CloudBreak Discovery Corp. is focused on creating shareholder value through acquisition and monetization of prospective and underexplored mineral properties both domestically and internationally. The Company acquires undervalued assets both pre discovery and post discovery then works with 3rd party explorers and developers to advance the assets and build shareholder value.
On Behalf of the Board of Directors
Robert Meister
Chief Executive Officer
(604) 351-6647
Forward-Looking Information
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Terms of the Transaction
Pursuant to the Transaction, Temas will acquire a 100% interest in the La Blache Property by issuing an aggregate of 20,000,000 Temas shares (the “Payment Shares”) and paying $60,000 to the Vendors and deliver an NSR Royalty of 2%, subject to the right of Temas to repurchase one-half of the NSR Royalty (being 1%) for $2,500,000 at any time.
The Payment Shares will be subject to pooling restrictions as follows: 25% will be released from pool on the date that is six months after the closing of the Transaction, and 75% of the Payment Shares will be released from pool on the date that is 12 months after such date.
The Transaction is subject to standard closing conditions, including receipt of Canadian Securities Exchange approval and Temas shareholder approval.
The Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Transaction is exempt from the formal valuation requirements of MI 61-101 as Temas is not listed on a specified stock exchange. Temas intends to obtain minority shareholder approval of the Transaction in accordance with the requirements of MI 61-101.
Further details can be viewed on the Temas Resources website: www.temasresources.com
About CloudBreak Discovery Corp.
CloudBreak Discovery Corp. is focused on creating shareholder value through acquisition and monetization of prospective and underexplored mineral properties both domestically and internationally. The Company acquires undervalued assets both pre discovery and post discovery then works with 3rd party explorers and developers to advance the assets and build shareholder value.
On Behalf of the Board of Directors
Robert Meister
Chief Executive Officer
(604) 351-6647
Forward-Looking Information
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact
CloudBreak Discovery Corp.
Robert Meister
604-351-6647
Robert Meister
604-351-6647
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