September 14, 2016 – Vancouver, British Columbia – Swift Resources Inc. (the “Company”) (TSXV:SWR.H) is pleased to announce that it has entered into a letter of intent effective September 7, 2016 (the “LOI”), pursuant to which the Company has agreed to acquire all of the outstanding share capital of Romanex Guyana Exploration Ltd. (“Romanex”), an arm’s length party (the “Transaction”).
Romanex is a privately held mineral exploration incorporated under the laws of the Republic of Guyana. Romanex holds a one-hundred (100%) percent interest in the Marudi Mountain Mining License (the “Property”) located in Guyana. The Property is located in southwestern Guyana, 35 kilometers east of Aishalton in the south Rupununi district, and is an advance-stage hard-rock exploration property with near-term mining potential of gold in saprolite. The Property has had historical exploration including extensive diamond drilling and possesses additional exploration potential with numerous untested zones on the Property. A number of historical reports have been published containing historical estimates of gold in the hard-rock and saprolite. Saprolite is clay-like, soft rock created from deep weathering of the bedrock surface.
In consideration for the outstanding share capital of Romanex, the Company has agreed to complete cash payments totaling US$800,000, and issue 4,000,000 common shares and 1,250,000 common share purchase warrants over a period of four years. It is also anticipated that the Company will retain Falcon Logistics Inc. (“Falcon”) to act as project manager for the Property following completion of the Transaction, and will reimburse Falcon for certain expenses incurred in development of the Property.
In connection with the proposed Transaction, the Company intends to complete a private placement financing for proceeds of up to CAD$3,000,000 (the “Financing”). Further information concerning the Financing will be provided by the Company as it becomes available. The Transaction will constitute a “fundamental acquisition” for the Company under the policies of the TSX Venture Exchange (the “Exchange”). Following completion of the Transaction, it is anticipated that the Company would be listed on the Exchange as a Tier 2 Mining issuer. Closing of the Transaction is subject to a number of conditions including completion of satisfactory due diligence, the entering into of a definitive agreement, the completion of the Financing, the completion of a technical report in respect of the Property, the approval of the Exchange and the satisfaction of other closing conditions customary in transactions of this nature.
Subject to the approval of the Exchange, it is also a condition that the Company arrange to provide Romanex with a working capital loan of up to US$600,000 to be used to satisfy ongoing operational expenses associated with the Property prior to completion of the Transaction. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
For further information, contact Peter Berdusco at 1.877.844.4661.
On behalf of the Board,
Swift Resources Inc.
Peter Berdusco, Chief Executive Officer
Completion of the Transaction is subject to a number of conditions, including final Exchange acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.Investors are cautioned that any information released or received with respect to the Transaction may not be accurate or completeand should not be relied upon. Trading in the securities of the Company should be considered highly speculative. Other than as disclosed above, the TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performanceand actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actualresults to differ materially from those in forward-looking statements include market prices, continued availability of capital andfinancing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.