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Skarb Exploration Corp. Enters into Definitive Agreement to Acquire Victorian Gold Projects

Vancouver, British Columbia - TheNewswire - October 9, 2020 - Skarb Exploration Corp. (CSE:SKRB) (CNSX:SKRB.CN) ("Skarb" or the "Company") is pleased to announc

articleValkea Resources CorpOctober 9, 20204/company/outback-goldfields-corp/news/skarb-exploration-corp-enters-into-definitive-agreement-to-acquire-victorian-gold-projects
Skarb Exploration Corp. Enters into Definitive Agreement to Acquire Victorian Gold Projects

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[{"type":"text","content":"Vancouver, British Columbia - TheNewswire - October 9, 2020 - Skarb Exploration Corp. (CSE:SKRB) (CNSX:SKRB.CN) (\"Skarb\" or the \"Company\") is pleased to announce that, further to the Company's news release dated August 25, 2020, it has entered into a definitive asset purchase agreement dated October 9, 2020 (the \"Asset Purchase Agreement\") with Petratherm Limited (\"Petratherm\") (ASX: PTR) pursuant to which Skarb will, subject to certain conditions, acquire certain gold projects located in Victoria, Australia (the \"Projects\") from Petratherm (the \"Transaction\"). The Transaction will constitute a \"Fundamental Change\" within the meaning of the policies of the Canadian Securities Exchange (the \"Exchange\"). About the Projects The Projects consist of (a) one exploration license and three exploration license applications known as the Silver Spoon Orogenic Gold, the Yuengroon Orogenic Gold Project, and the Ballarat West Gold Project, respectively (collectively, the \"Petratherm Tenements\") and (b) Petratherm's right, title and interest (the \"JV Interest\") in a mining and joint venture agreement (the \"JV Agreement\") dated July 7, 2020 among Petratherm, Cape Clear Minerals Pty Ltd. and Predictive Discovery Limited (the \"JV Owners\") for the Glenfine Gold Project. Pursuant to the JV Agreement, the JV Owners have an option (the \"Pre-Emption Right\"), exercisable within 15 business days after receiving a formal disposal notice from Petratherm, to acquire the JV Interest upon the same terms as the Transaction. Terms of the Transaction Pursuant to the Asset Purchase Agreement, the Company will acquire the Projects in exchange for the issuance of an aggregate 100,000,000 common shares of the Company (each, a \"Consideration Share\") at a deemed price of $0.18 per share. If the Pre-Emption Right is exercised by the JV Owners, the Company will only acquire the Petratherm Tenements and the number of Consideration Shares will be reduced to 50,000,000. Pursuant to the policies of the Exchange, the Transaction requires approval of the shareholders of the Company (the \"Shareholder Approval\"). The Company intends to obtain the Shareholder Approval by way of written consent of the holders of the majority of the common shares in the capital of the Company. Conditions to Completion of the Transaction Completion of the proposed Tra...

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