Silvore Fox Minerals Corp.
TSX VENTURE : SFX

Silvore Fox Minerals Corp.

December 17, 2009 13:39 ET

Silvore Fox Minerals Corp. Announces Signing of Formal Agreement With Sino Minerals Corp. (formally China Nonferrous Metals Exploration Corp.)

HALIFAX, NOVA SCOTIA--(Marketwire - Dec. 17, 2009) - Silvore Fox Minerals Corp.(TSX VENTURE:SFX) Mr. Harold Cabrita, President & CEO of Silvore Fox Minerals Corp. (SFX) is pleased to announce, further to its News Releases dated September 29th, 2009 and November 9th, 2009, that it has executed the Formal Agreement with Sino Minerals Corp. (SMC)(formally China Nonferrous Metals Exploration Corp.) All conditions in relation to the due diligence reviews have now been waived by SMC and the transaction is to close not later than January 29th, 2010.

The provisions of the Formal Agreement are as follows;

- The issuance (the "Private Placement") to SMC of 33,750,000 units ("Units") of the Corporation at a price of $0.04 per Unit for total proceeds of $1,350,000, each Unit to consist of one Common Share and two-thirds of one Common Share purchase warrant, with each whole warrant ("Warrant") exercisable into one Common Share at a price of $0.10 per share, with an expiry date of two years from the closing (the "Closing") of the Private Placement.

- In the event that after the Closing, the Corporation proposes to issue any Common shares or securities convertible into Common Shares, SMC will have the right to purchase such securities on a pro rata basis so that it may maintain its percentage holding of the Common Shares of the Corporation on a partially-diluted basis (43.33%) which right will terminate if SMC's Common Share ownership deceases to less than 10% on a partially-diluted basis.

- SMC has the right to nominate persons (acceptable to the Corporation) to the Board of Directors of the Corporation for a number of nominees to be calculated by multiplying SMC's actual percentage equity ownership in the Corporation by the total number of directors comprising the elected board at any given time (i.e., with the number of eligible nominees varying as the size of the Board fluctuates), such resulting number to be calculated to two decimal points and, if the fraction is above 0.50, the applicable number shall be rounded up to the nearest full number, failing which the applicable number shall be rounded down to the nearest full number. As of the Closing date, SMC will own 31.45% equity ownership and will accordingly, be entitled to nominate two of five Directors. One of the nominees of SMC is to be appointed Chairman of the Board.

- The Corporation will consult with and obtain approval from SMC, which approval shall not be unreasonably withheld, for future expenditure budgets.

- The Corporation will consult with SMC for future joint ventures and/or mineral acquisitions.

- For a period of one year from the closing of the Private Placement, the Corporation will consult with SMC prior to any proposed future financings and SMC will have the right of first refusal, exercisable within 10 days of any public announcement of any such financing, to subscribe for the entire financing.

- For a period of one year from the closing of the Private Placement, SMC shall have the right of first refusal to fund production proposals on any of the Corporation's mining properties.

Following completion of the Private Placement, SMC is anticipated to hold approximately 56,250,000 Common Shares, (assuming it exercises all of the Warrants included in the Units) constituting approximately 43.33% of the issued and outstanding shares on a partially-diluted basis.

The proceeds from the Private Placement will be used to carry out exploration on the Corporation's mineral properties and for general working capital.

About Sino Minerals Corp.

SMC is a Canadian corporation majority-owned by Chinese shareholders, including Beijing Donia Resources Co ("Donia"), a state owned entity whose mandate includes exploring for base metal resources worldwide. The Chairman of Donia, Dr. Jingbin Wang, also serves as Executive Director of the China Nonferrous Metals Resource Geological Survey, President of the Beijing Institute of Geology of Mineral Resources, President of Sinotex Mineral Exploration Co, Vice- President of the China Nonferrous Metals Industry Association and Assistant Director of the China Geology Association. Donia's General Manager, Mr. Side Wang, also serves as Vice-Director of the Mineral Resources Management Committee of the China Mining Association. SMC seeks to invest in mineral exploration and development opportunities in Canada. Its principal office is located at 7-145 Riviera Drive, Markham, Ontario, L3R 5J6.

For further information, please contact Helen Gao at (905) 968-1197.

About Silvore Fox Minerals Corp.

Silvore Fox Minerals Corp. is a Bedford, Nova Scotia, Canada based public mineral exploration company. On June 4th, 2008, the Corporation acquired 3214399 Nova Scotia Limited as a wholly owned subsidiary, including 100% earned mineral rights to the claims at Coxheath, Cape Breton Island, Nova Scotia (known as the 'Coxheath Deposit'). The Corporation has an experienced management and geological team.

The Coxheath deposit model is believed to be analogous to Pacific Rim volcanogenic porphyry copper deposits. Alteration patterns in association with the regional geological setting further suggest a possible model linking the diorite-hosted porphyry-style mineralization at Coxheath and an epithermal system approximately 4 km to the east. Silvore Fox Minerals further recent option and joint venture agreements for the 'Oceanview', 'Nictaux' and 'Shortliff' properties, strengthens SFX's position as a regional mineral exploration company.

Please visit our website; www.silvorefox.com for further details.


Forward-Looking Statements

Certain information regarding Silvore Fox Minerals Corp. (SFX) contained herein may be deemed forward looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although SFX believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. SFX cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what SFX currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements could include exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date.

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.

Contact Information

  • Silvore Fox Minerals Corp.
    Harry Cabrita
    President & CEO
    902-832-1060
    902-422-9208 (FAX)
    info@silvorefox.com