Resolve Ventures Inc.
TSX VENTURE : RSV

Resolve Ventures Inc.

March 04, 2016 11:29 ET

Resolve Ventures Options Neptune Lithium Property in Clayton Valley Nevada, Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 4, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Resolve Ventures Inc. ("Resolve" or the "Company") (TSX VENTURE:RSV) is pleased to announce it has entered into an interim agreement (the "Agreement") with Nevada Sunrise Gold Corp. ("Sunrise" or "NEV") of Vancouver, BC, Canada, for Resolve to earn up to a 50% working interest in the Neptune lithium property ("Neptune", or the "Property"). Neptune consists of a block of 316 unpatented placer claims totaling approximately 6,320 acres (2526 hectares) located in the Clayton Valley, Esmeralda County, Nevada, USA, approximately 10 miles (15 kilometres) south of the Silver Peak lithium mine, which is operated by Albemarle Corp.

The Company is also pleased to announce that it plans to complete an equity financing to raise proceeds of up to $500,000.

Option Agreement

The Agreement with Sunrise grants Resolve the right to earn up to a 50% interest in Sunrise's interest in Neptune. Sunrise holds an option to acquire a 100% interest in the Property pursuant to an option agreement with the property owners. Neptune is subject to a 3% gross overriding royalty (the "Royalty") in favour of the current owners of the Property. The parties expect to negotiate a more comprehensive 'definitive agreement', which will supersede the Agreement.

Option to Earn a 25% Interest

Under the terms of the Agreement, Resolve can earn an initial 25% interest in Neptune by making cash and share payments to Sunrise, and funding exploration expenditures, on the following schedule (all funds in Canadian dollars):

  • $50,000 cash upon execution of the Agreement;
  • $50,000 cash upon delivery by NEV of a co-addressed NI 43-101 compliant Technical Report (the "Report") in a form acceptable to the TSX Venture Exchange ("TSXV");
  • 200,000 shares of Resolve issued to NEV on the earlier of the execution of a definitive agreement, and March 31, 2016; and
  • $300,000 cash in advance in respect of exploration expenditures to be incurred by NEV according to the recommendations in the Report, payable upon receipt of TSXV acceptance for the Agreement.

NEV will act as operator and will charge a 10% operatorship fee on exploration expenditures. All property claim payments due by September 1, 2016 would be split 75-25 between the two parties.

In order to proceed with its second option, Resolve must provide notice to NEV 60 days before the 1st anniversary of TSXV acceptance of the Agreement. If Resolve does not elect to proceed with the second option, a standard dilution formula will apply to its 25% interest should additional expenditures be incurred.

Option to Earn a 50% Interest

Upon an election to proceed with the second option, Resolve can earn an additional 25% interest in Neptune by making additional cash or share payments to Nevada Sunrise, and funding exploration expenditures, as follows:

  1. A payment to NEV of either $100,000 cash or 300,000 shares of Resolve, at Resolve's option; and
  2. incurring $700,000 in exploration expenditures on the Property on or before the second anniversary of TSXV acceptance of the Agreement (which Resolve may satisfy by paying such amount in cash to Sunrise on or before the first anniversary of TSXV acceptance of the Agreement).

After completion of the exploration expenditures for Year 1 and Year 2 totaling $1,000,000 and the payment of cash and shares as listed above, Resolve would earn a 50% working interest in Neptune, and a joint venture would be formed.

In the event a joint venture is formed, Nevada Sunrise would be the operator of the joint venture and would be responsible for administrating all exploration activities, including drilling, geophysical surveys, geological consulting, and claims fees according to usual business practice for a joint venture.

Sunrise has the right, under the terms of the Royalty, to purchase 1.0% of the Royalty at any time before September 2018 by paying the Royalty holders US$1 million (the "Buydown"). Under the terms of the Agreement, the parties have agreed that if the joint venture exercises the Buydown, it will be paid by both parties according to their respective participating interests.

About the Neptune Property

Neptune (formerly known as the Clayton Deep property) is located approximately 37 miles (55 kilometres) southwest of Tonopah, Nevada, in an active area of lithium exploration and mining. Resolve believes Neptune has the potential to host lithium-bearing brines in subterranean aquifers beneath the Clayton Valley floor. Historical exploration data and reports obtained by Nevada Sunrise indicate that geologic formations and structures exist at Neptune that are similar to lithium-bearing brine deposit models present elsewhere in the Clayton Valley. Drilling up to 3 vertical holes between 380 to 480 metres deep into the interpreted basin and analyzing any groundwater encountered is considered to be the next step for exploration at Neptune. Robert M. Allender Jr., CPG, RG, SME, is a Qualified Person and has reviewed and approved the technical information contained herein.

Subject to TSXV acceptance, Resolve will pay a finder's fee of 200,000 common shares of Resolve to Bill Boswell in consideration for introducing the parties.

Private Placement Financing

Resolve Ventures also plans to complete an equity non-brokered private placement of units ("Units") at a price of $0.05 per Unit, to raise proceeds of up to $500,000 (the "Financing"). Each Unit will be comprised of one common share of Resolve and one transferable warrant exercisable to purchase an additional common share of Resolve at a price of $0.10 for a period of three years. The net proceeds of the Financing will be used to fund the exploration and development of the Neptune Project. Finders' fees and commissions may be paid by Resolve in relation to the Financing.

ON BEHALF OF THE BOARD OF DIRECTORS

David Baker, President and CEO

FORWARD LOOKING STATEMENTS

All statements in this release, other than statements of historical fact, are "forward-looking information" with respect to Resolve Ventures Inc. ("Resolve Ventures") within the meaning of applicable Canadian securities laws, including statements that address future mineral production, reserve potential, exploration drilling, the future price of lithium, potential quantity and/or grade of minerals, potential size of a mineralized zone, potential expansion of mineralization, the timing and results of future resource estimates, or other study, proposed exploration and development of our exploration properties, the estimation of mineral resources and completion and terms of the Financing. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar expressions, or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Resolve Ventures to differ materially from those anticipated in such forward-looking information.

Although Resolve Ventures has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Resolve Ventures disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Accordingly, readers should not place undue reliance on forward-looking information.

Forward-looking statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Resolve Ventures, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Resolve Ventures does not undertake to update any forward-looking statements that are included in this document, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release. The Securities of Resolve Ventures Inc. have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to the account or benefit of any U.S. person.

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