HERMOSILLO, MX / ACCESS Newswire / July 9, 2026 / Tocvan Ventures Corp. (the "Company" or "Tocvan") (CSE:TOC)(OTCQB:TCVNF)(WKN:TV3/A2PE64) is pleased to announce that it has entered into a definitive agreement (the "Agreement") with Colibri Resources Corp. ("Colibri") to acquire the remaining 49% interest in the two original Pilar mining concessions (the "Concessions") (collectively, the "Transaction"). Upon closing, Tocvan will hold 100% ownership of its flagship Gran Pilar Gold-Silver Project in Sonora, Mexico (the "Project").
The Concessions comprise approximately 105 hectares and host the Main Zone, being the most advanced area of the Project with extensive historic and recent drilling. Tocvan currently holds a 51% interest in the Concessions, while maintaining 100% ownership of the surrounding expansion areas that make up the majority of the greater than 21 km² Gran Pilar land package.
"This acquisition represents a major milestone for Tocvan and our shareholders," said Brodie Sutherland, CEO of Tocvan. "Eliminating any joint ownership on the core Main Zone area simplifies our ownership structure, streamlines decision-making, and allows us to fully optimize development plans as we advance toward pilot production and resource definition. With 100% ownership of the entire project, we are better positioned to capture the full upside of Gran Pilar's significant exploration potential and near-term production opportunity."
Key Terms of the Agreement
Total cash consideration: CAD $3,600,000 payable by Tocvan to Colibri, consisting of:
CAD $2,000,000 payable in cash on the closing date ("Closing"); and
CAD $1,600,000 payable in cash on the date that is twelve (12) months from the date of Closing.
Royalty: Tocvan will grant Colibri a 1.0% Net Smelter Return ("NSR") royalty on the Project.
Royalty Buyback: Tocvan retains the right to repurchase the entire 1% NSR royalty from Colibri at any time for a one-time cash payment of CAD $1,000,000.
Right of First Refusal: Colibri has granted Tocvan a right of first refusal on any proposed sale of the NSR royalty to a third party.
Pursuant to the Agreement, the mining claims comprising the Concessions are currently held by Colibri's Mexican subsidiary and will be transferred to Tocvan's Mexican subsidiary.
Closing and Conditions
Closing of the Transaction is expected to occur shortly following receipt of all required regulatory approvals, including approval from the Canadian Securities Exchange (CSE) and the Transaction remains subject to customary closing conditions, including regulatory approvals and the satisfaction of other conditions precedent set out in the Agreement.