ESV Resources Announces Closing of Concurrent Equity Financing in Connection with Change of Business and Reverse-Takeover Transaction

/NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S. NEWSWIRE SERVICES/

VANCOUVER, BC, Nov. 9, 2020 /CNW/ - ESV Resources Ltd. (the "Company") (TSXV: ESV.H) is pleased to announce the closing of the non-brokered private placement (the "Concurrent Financing") in 1255269 B.C. Ltd. (the "Guia Antigua Vendor") of 18,675,053 subscription receipts at $0.45 per receipt for gross proceeds of $8,403,774. As previously announced on September 24, 2020, the Concurrent Financing is a condition to the Company acquiring all of the outstanding share capital of the Guia Antigua Vendor, which controls the Guia Antigua project (the "Guia Antigua Acquisition") and the expected concurrent acquisition of the Zancudo Project (the "Zancudo Acquisition") from Gran Colombia Gold Corp. (TSX:GCM) ("Gran Colombia"). Both projects are located in historic mining districts in Colombia.

The proceeds of the Concurrent Financing will be held in escrow pending the Company receiving all applicable regulatory approvals and completing the Guia Antigua Acquisition. Upon satisfaction of the escrow release conditions, immediately prior to completion of the Guia Antigua Acquisition, each subscription receipt will automatically convert into one common share of the Guia Antigua Vendor for no additional consideration and will be exchanged for common shares of the Company on a one-for-one basis.  If the Guia Antigua Acquisition is not completed on or before February 28, 2021, the proceeds of the Concurrent Financing will be returned to the subscribers. Upon conversion of the subscription receipts, a finder's fees of 6% will be payable to certain arm's length parties who introduce subscribers to the Concurrent Financing. 

It is anticipated that the proceeds from the Concurrent Financing will be utilized principally to undertake an exploration program at the Guia Antigua project, for the general and administrative expenses of the Company, and for the purposes of identifying and conducting due diligence in respect of additional project acquisitions.

On Behalf of the Board of Directors,

ESV RESOURCES LTD.

Frederic Leigh, Chief Executive Officer
Phone: [phone]
Email: [email protected]
Website: www.denariussilver.com

The TSX Venture Exchange has in no way passed upon the merits of the Guia Antigua Acquisition, or the Zancudo Acquisition, and has neither approved nor disapproved the contents of this press release.  Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Guia Antigua Acquisition, and the Zancudo Acquisition, are subject to a number of conditions, including but not limited to Exchange acceptance and shareholder approval, if applicable. The acquisitions cannot be completed until such approvals are obtained. There can be no assurance that the acquisitions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the acquisitions, any information released or received with respect to the acquisitions may not be accurate or complete and should not be relied upon.  Trading in the securities of the Company should be considered highly speculative.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward–looking statements". Forward–looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward–looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward–looking statements.

SOURCE ESV Resources Ltd.

ESV RESOURCES LTD., Frederic Leigh, Chief Executive Officer, Phone: [phone], Email: [email protected], Website: www.denariussilver.com