Silicon Metals to acquire Crystal Hills project

Mr. Morgan Good reports SILICON METALS CORP. ENTERS SHARE PURCHASE AGREEMENT FOR THE ACQUISITION OF THE CRYSTAL HILLS PROJECT Silicon Metals Corp. has entered into a definitive share purchase agreement to acquire all of the issued and outstanding shares of 1504947 B.C. Ltd. (the target) which owns a 100-per-cent interest to the Crystal Hills project in Clarkson township, Ontario. In consideration for the acquisition, Silicon will issue an aggregate of two million common shares in the capital of the company at a deemed price of 6.5 cents per Silicon share, and make an aggregate cash payment of $85,000 to the shareholders of the target. Upon closing of the transaction, the company will have 49,716,690 shares outstanding. Transaction highlights: Acquisition of 100-per-cent interest of the Crystal Hills project, located in Clarkson township, Ontario, Canada, approximately 40 kilometres as the crow flies north of the city of North Bay. The project consists of five mineral claims comprises 18 cells totalling approximately 400 hectares. Geologically, the Crystal Hills project consists of a high-purity crystalline quartzite formation which is expressed at surface as a series of topographic high hills, these hills are tens of metres high by hundreds of metres wide with approximately three kilometres of strike length of this formation is present within the mineral claim boundary. The topography of the quartzite formation (hills of quartzite) is very favourable for simplifying possible future extraction. Historical sampling work indicates that the Crystal Hills project contains quartzite material that is over 98 per cent SiO2. The Crystal Hills project is easily accessible. Access roads are already established, it is adjacent to the highway and rail services are nearby. Morgan Good, Silicon Metals chief executive officer, commented: "Our team is extremely excited with this addition to the company's portfolio expanding our footprint of high-quality silica and potentially high grade, in Ontario, which we believe positions the company very well as the mining sector, including critical metals, begins to see more attention and positive investor sentiment. Our team has plans for an initial work program in place and will further update the market with details in short order." Transaction summary The agreement contains customary representations, warranties and agreements, conditions to closing and other obligations of the parties. The Silicon shares issued pursuant to the agreement will bear legends to reflect contractual resale restrictions over a 24-month period, in accordance with the schedule as shown in the attached table. Completion of the transaction is subject to the approval of the Canadian Securities Exchange. Related party considerations Raymond Wladichuk is both a director of the company and a shareholder of the target. As such, Mr. Wladichuk is a related person under the policies of the CSE, and the transaction is subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, in respect of the acquisition of target shares held by Mr. Wladichuk as neither the fair market value of the target shares acquired from Mr. Wladichuk, nor the consideration therefor, exceeds 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. Mr. Wladichuk also abstained from the board approval for the transaction and has disclosed his interest therein to the board. The directors of the company have determined that the transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(b) and 5.7(1)(a) of MI 61-101. Qualified person Raymond Wladichuk, PGeo, director and chief operating officer of Silicon Metals, a qualified person as per National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this new release. Mr. Wladichuk is a professional geoscientist registered in British Columbia and Ontario. About Silicon Metals Corp. Silicon Metals is currently focused on exploration and development in Canada, namely British Columbia and Ontario. The company's Maple Birch project, located approximately 30 kilometres southeast of Sudbury, Ont., is a high-purity quartz pegmatite project with a 3,000-tonne-per-year production permit. The company too holds an undivided 100-per-cent right, title and interest in the exploration stage, and now fully five-year drill permitted Ptarmigan Silica project, located approximately 130 kilometres from Prince George, B.C. The company has also acquired an undivided 100-per-cent right, title and interest in both the exploration-stage Silica Ridge silica project located approximately 70 km southeast from the town of MacKenzie, B.C., as well as the exploration stage Longworth silica project located approximately 85 km east from Prince George, B.C. We seek Safe Harbor.