VANCOUVER, BRITISH COLUMBIA – April 1, 2019 - New Pacific Metals Corp. (“New Pacific” or the “Company”) (TSX-V:NUAG) (OTCQX:NUPMF) is issuing this news release to clarify and further explain its news release of March 28, 2019 announcing the sale and purchase of its position in Cozy Holdings Inc. for an aggregate purchase price of US$495,495 between the Company, as vendor, and Silvercorp Metals Inc. (“Silvercorp”), as purchaser (the “Transaction”).
On February 22, 2016, the Company acquired 750,750 shares of Cozystay Holdings Inc. at a cost of US$0.33 per share for a total consideration of US$250,000 through a private placement. At the time, New Pacific was an investment issuer under the policies of the TSX Venture Exchange (“TSXV”), engaged in investing in privately held and publicly held companies. On July 20, 2017, New Pacific announced a change of business from an investment issuer to a mining issuer under the policies of the TSXV to focus on the exploration and development of the Company’s Silver Sand Project in Bolivia. On April 1, 2018, the Company’s shares in Cozystay were rolled over from Cozystay Holdings Inc. to Cozy Holdings Corp. (“Cozystay”).
As a private company, there is no readily available market for Cozystay shares and the Transaction price of US$0.66 per share was negotiated between the two parties.
Cozystay is a startup company operating a vacation rental platform offering hotel information, online booking, payment processing, and property management services. The sale of the shares is consistent with the Company’s strategy of rationalizing its assets to focus on its mineral interests in Bolivia and surfacing value from within its non-core assets. The Company expects to report a gain on the sale of this investment of approximately US$245,495 on its financial statements for the quarter and year ended June 30, 2019.
The Transaction is subject to the approval of the TSXV.
As Silvercorp is a control person of the Company, the Transaction is considered a "related party transaction", as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the Company is relying on the exemption from the formal valuation requirement of MI 61-101 as set out in Section 5.5(a) of MI 61-101 and the exemption from the minority approval requirement of MI 61-101 as set out 5.7(1)(a) of MI 61-101 for the Transaction.
ABOUT NEW PACIFIC
New Pacific is a Canadian exploration and development company which owns the Silver Sand Project in the Potosí Department of Bolivia, the Tagish Lake gold project in Yukon, Canada and the RZY Project in Qinghai Province, China. Its largest shareholders are Silvercorp Metals Inc., and Pan American Silver Corp., one of the world's largest primary silver producers, which operates six mines, including the San Vicente mine located in the Potosí Department of Bolivia.
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain of the statements and information in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or information. Forward-looking statements in this news release relate to, among other things, the timing and receipt of stock exchange approvals; and the closing of the Transaction.
Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks relating to: satisfaction or waiver of all applicable conditions to closing of the Transaction including, without limitation, receipt of all stock exchange approvals.
The Company’s forward-looking statements or information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this news release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements or information if circumstances or management’s assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking statements or information.