Vancouver, British Columbia, March 30, 2023 – Hi-View Resources Inc. (the “Company” or “Hi-View”) (CSE: HVW) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) with Zeal Exploration Inc. (“Zeal”) which sets out the basic terms and conditions for the acquisition by the Company of Zeal, which holds interests in the Golden Stranger Property in Northern British Columbia (the “Transaction”).
Proposed Transaction
Acquisition
The Letter of Intent contemplates that the Company will acquire all of the outstanding common shares of Zeal (the “Zeal Shares”) by issuing (i) 8,650,000 common shares of the Company (“Hi-View Shares”) at a deemed price of $0.06 per Hi-View Share, and (ii) 500,000 Hi-View Share purchase warrants, each exercisable at $0.30.
The Letter of Intent sets out certain terms and conditions pursuant to which the Transaction will be completed. The Transaction remains subject to certain closing conditions including, without limitation, (a) the completion of customary due diligence, (b) the negotiation and execution of a definitive agreement within 30 days, and (c) the receipt of all required regulatory and third party approvals and, if applicable, the approval of the shareholders of Zeal. There can be no guarantees that the Transaction will be completed as contemplated or at all.
All securities issued in the Transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws.
Board Appointment
In connection with the closing of the Transaction, the Company will appoint Robert Nicholas Horsley, the currentCEO of Zeal, to its board of directors.
Finder’s Fee
Pursuant to the terms of the Letter of Intent, the Company will pay a finder’s fee of 250,000 Hi-View Shares to an arm’s length finder upon completion of the Transaction.
About Zeal
Zeal is a privately held Company based in Vancouver, British Columbia. Zeal holds by title or options to acquire, the Golden Stranger Property located near the town of Smithers, British Columbia, prospective for gold and silver. The Golden Stranger Property consists of four claim blocks of mineral claims comprising sixteen (16) mineral claims covering an area of approximately 9,139.57 hectares.
About Hi-View
The Company’s principal business is the acquisition, exploration and development of mineral resource properties. Its objective is to locate, define and ultimately develop economic mineral deposits. Currently, the Company holds an option on the Ket 28 Property located in south-central British Columbia in the Greenwood District along the Canada – USA international boundary between Osoyoos and Grand Forks. The Ket 28 Property consists of 16 contiguous mineral claims that cover an area of 3,432 hectares (8,480 acres).
For further information contact:
Hi-View Resources Inc.
Howard Milne, Chief Executive Officer
Email: hdmcap@shaw.ca
Telephone: (604) 377-8994
FORWARD LOOKING STATEMENTS:
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including the receipt of appropriate regulatory approvals. The Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
All information contained in this news release with respect to the Company and Zeal was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Zeal for any information concerning such party.
This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this news release includes statements related to the proposed Transaction and related matters. 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 may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
