Trinity One Metals acquires Silver-1 mine in Ecuador

Executive Summary

• Trinity One Metals Ltd. has entered into an agreement to acquire 100% of the shares of 1560287 B.C. Ltd., which holds the Silver-1 mine concession in southern Ecuador.
• The transaction involves total consideration of $540,000 USD in cash and 5,000,000 common shares of Trinity One, subject to TSX Venture Exchange approval.
• The Silver-1 mine is a past-producing, high-grade silver-lead-zinc vein system with historical exploration data indicating potential tonnage of 200,000 to 700,000 tonnes grading 15-25 oz/t silver.

Key Details

• Transaction Structure: Trinity One acquires 100% of issued and outstanding shares of 1560287 B.C. Ltd., which owns 100% of Ecuador Gold S.A. (EGE), the titleholder of the San Bartolome project (Silver-1 mine).
• Consideration:
  • Cash: $540,000 USD total, payable as follows:
    • $90,000 USD on closing.
    • $50,000 USD on the 6-month anniversary of closing.
    • $200,000 USD on the 13-month anniversary of closing.
    • $200,000 USD on the 18-month anniversary of closing.
  • Shares: 5,000,000 common shares of Trinity One.
• Share Restrictions:
  • Statutory 4-month hold period under Canadian securities laws.
  • Voluntary resale restrictions:
    • 1/3 of shares restricted for 12 months post-closing.
    • 1/3 of shares restricted for 24 months post-closing.
    • 1/3 of shares restricted for 36 months post-closing.
• Liabilities: Trinity One assumes known liabilities of 1560287, including a $43,500 USD balance payment obligation.
• Regulatory Status: Transaction is subject to final acceptance by the TSX Venture Exchange and is a non-arm's-length transaction. No finders' fees are payable.
• Asset Details (Silver-1 Mine):
  • Location: Azuay province, southern Ecuador, ~20 km SE of Cuenca.
  • Size: ~3,108 hectares.
  • Geology: Epizonal silver-lead-zinc vein system in the Canar-Azuay silver belt.
  • History: Discovered in 1966; small-scale production occurred 1989-1994 by Nissho Iwai and Ag-Armeno Mines. ~3,570m of underground development completed during that period.
  • Historical Resource Estimate (Exploration Target): Based on a 1993 publication (secondary source), potential quantity is 200,000 to 700,000 tonnes grading 15-25 oz/t silver, with associated zinc (2.2-3.6%) and lead (0.9-1.4%).
  • Current Status: Company is not treating historical figures as a current NI 43-101 resource. Near-term focus is on systematic verification of historical data to advance toward a current mineral resource estimate.
  • Infrastructure: Historical 100-tonne-per-day mill and tailings dam identified; infrastructure not yet verified by Trinity One.

Notable Quotes

• "This is a project with a substantial technical record and a long history of work that has been documented in public technical reporting and peer-reviewed literature," said Thomas Wood, chief executive officer of Trinity One.
• "Our near-term focus will be on systematic verification of historical data to advance toward a current mineral resource estimate in accordance with National Instrument 43-101."
• "The Silver-1 mine positions Trinity as one of the lowest-market-cap companies on the TSX-V with a past-producing silver asset. We're excited to advance this project quickly and responsibly, starting with verifying the historic work and moving toward a focused confirmation program."