Cameo Industries Signs Letter of Intent to Sell FortyTwo Metals Inc. and the MAX Mine and Mill

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[{"type":"text","content":" VANCOUVER, British Columbia , Nov. 04, 2020 (GLOBE NEWSWIRE) -- Cameo Industries Corp. (CSE: CRU) (OTC: CRUUF) (FWB: SY7N) (the “Company” or “Cameo”) announces that it has entered into a non-binding, exclusive, letter of intent (“LOI”) dated November 4, 2020 with Taranis Resources Inc. (“Taranis”) under which Cameo will sell and Taranis will acquire all of the issued and outstanding shares of FortyTwo Metals Inc. (“FortyTwo”), Cameo’s wholly-owned private British Columbia mineral exploration company which holds certain mineral property interests in British Columbia, including the MAX Molybdenum Mine and Mill Project (the “MAX Project”). The LOI provides that it will be superseded and replaced with a more formal definitive agreement that will contain standard representations and warranties for agreements of a like nature (the LOI and definitive agreement are hereinafter collectively referred to as the “Transaction Agreement”). In connection with the Transaction Agreement, Cameo has entered into an amending agreement dated October 29, 2020 (the “Amending Agreement”) with MX Gold Corp. (“MXG”) which amends the share purchase agreement dated January 11, 2019, as amended (the “SPA”), between Cameo and MXG under which Cameo acquired all of the issued and outstanding shares of FortyTwo from MXG. Pursuant to the Amending Agreement, Cameo or Taranis (as transferee under the Transaction Agreement) have the right, at any time prior to March 1, 2021, to purchase the net profits interest of 50% of the gross cash income from the MAX Project (the “NPI”) that was granted to MXG under the SPA by: (1) issuing or arranging for the issuance of 4,000,000 Taranis common shares to MXG, and (2) no later than 90 days following the commencement of commercial production on the MAX Project, by making a cash payment to MXG in the amount of $1,000,000. Under the Transaction Agreement, Taranis will acquire 100% of the issued and outstanding shares of FortyTwo from Cameo for consideration consisting of the following: (a) 3,600,000 Taranis common shares to be issued to Cameo;(b) up to 400,000 Taranis common shares to be issued to an arm’s-length party (finder’s fee); and(c) 4,000,000 Taranis shares to be issued to MXG as consideration for the purchase of the NPI. The MAX Project covers more than 5,200 hectares near the community of Trout Lake in southeastern B...

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