Vancouver, British Columbia- – December 4, 2020 Fabled Silver Gold Corp. (TSXV: FCO) (“Fabled” or the “Company“) is pleased to announce that further to its news releases on July 15, 2020 and August 14, 2020, it has closed its previously announced acquisition (the “Acquisition“) of the Santa Maria Mine in the State of Chihuahua, Mexico (the “Property“) and received the approval of the TSX Venture Exchange (the “Exchange“) to the same.
The Company has entered into an option agreement (“the Option Agreement“) dated December 4, 2020 with Golden Minerals Company (NYSE American and TSX: AUMN) (the “Vendor“) under which Fabled will acquire a 100% interest in the Property by paying cash and issuing shares to the Vendor as follows:
(a) US$500,000 in cash (the “Initial Payment“) and 1,000,000 Common Shares on the closing date of the transaction (“Acquisition Closing“);
(b) US$1,500,000 in cash 12 months after Acquisition Closing; and
(c) US$2,000,000 in cash 24 months after Acquisition Closing.
(d) a total of $480,000 in payments due by the Vendor to the Optionors under the Vendor’s agreements with those Optionors as follows:
| Date | Option Payment US$ |
| Acquisition Closing | $ 100,000.00 |
| 2/4/2021 | $ 120,000.00 |
| 8/4/2021 | $ 120,000.00 |
| 2/4/2022 | $ 140,000.00 |
Fabled will also grant the Vendor a 1% net smelter royalty with respect to the Property upon exercise of the option under the Option Agreement and will assume from the Vendor the obligations in respect of an existing 2% net smelter royalty that exists over 3 of the 5 mineral claims that comprise the Property.
The Initial Payment will be funded through the proceeds of the previously closed private placement (the “Financing“) of an aggregate of 92,000,000 subscription receipts of the Company (the “Subscription Receipts“) at a price of $0.05 per Subscription Receipt for gross proceeds of CAD$4,600,000. Mackie Research Capital Corporation (the “Agent“) was the sole agent for the Financing.
The escrow release conditions for the Financing have been satisfied as of December 4, 2020 and the Subscription Receipts have converted into 92,000,000 common shares of Fabled (“Shares“) and 92,000,000 Common Share purchase warrants (“Warrants“). Each Warrant will entitle the holder to purchase one Common Share (a “Warrant Share“) at an exercise price of $0.10 until December 4, 2022. The Shares issued in exchange for the Subscription Receipts and Warrant Shares issued in respect of any exercise of Warrants are subject to a four-month statutory hold period expiring December 15, 2020.
In connection with the Financing, the Agent received an aggregate cash fee equal to 8.0% of the gross proceeds. In addition, the Company issued to the Agent 7,280,000 non-transferable broker warrants (the “Broker Warrants“). Each Broker Warrant entitles the Agent to purchase one unit (“Unit“), consisting of one Share and one Warrant until December 4, 2022 at an exercise price of $0.05 per Unit.
The Exchange has also approved the Company’s change of name to Fabled Silver Gold Corp. It is expected that the Company’s common shares will recommence trading under its new name on the Exchange on December 8, 2020.
For more information on the Acquisition, the Property and the Financing, please see the Company’s news releases dated July 15, 2020 and August 14, 2020. In conjunction with the Acquisition the Company commissioned the preparation of the NI43-101 Technical Report “Preliminary Economic Assessment Santa Maria Project Parral, Chihuahua, Mexico” on the Property that has been filed under the Company’s profile on SEDAR.
Peter J. Hawley, President and C.E.O. commented, “I would like to thank everyone involved for completing this transaction during COVID 19 restrictions which made it more of a challenge than that of normal times. 2021 is expected to a busy year for us, and we look forward to demonstrating the potential at Santa Maria”
Exploration Program Moving Forwards
Now that the Company is fully funded the exploration team immediately begin with additional surface sampling and mapping over the property, paying special attention to Induced Polarization (“IP”) and total field magnetics anomalies areas as they are outlined and defined by the geophysical surveys to determine if they have any surface expressions not only in alteration but metal values. The sampling results, geophysical anomalies plus Santa Maria and Santa Maria Dos veins, (“Santa Maria”) will be the building blocks for a comprehensive drill program targeting not only the Santa Maria but also new exploration targets as they are defined.
About Fabled
Fabled is focused on acquiring, exploring and operating properties that yield near-term metal production. The Company has an experienced management team, with multiple years of involvement in mining and exploration in Mexico. The Company’s mandate is to focus on acquiring precious metals properties in Mexico with blue sky exploration potential.
The Company has entered into an agreement with Golden Minerals Company to acquire the Santa Maria Project, a high-grade silver-gold property situated in the centre of the Mexican epithermal silver-gold belt. The belt has been recognized as a significant metallogenic province, which has reportedly produced more silver than any other equivalent area in the world.