Synergy Acquisition Corp.

Synergy Acquisition Corp.

January 28, 2014 08:30 ET

Synergy Acquisition Corp. Amends Sales Agreement for Monster Lake Area Claims, Northwestern Quebec

MONTREAL, QUEBEC--(Marketwired - Jan. 28, 2014) - Synergy Acquisition Corp. (the "Corporation") (CSE:QMP) announces that it has entered into an amended asset purchase agreement (the "Agreement") for the sale to Mazorro Resources Inc. ("Mazorro") of an interest in a total of 81 claims covering approximately 4,300 hectares in the Monster Lake area, in northwestern Quebec.

The terms of the original acquisition agreement (see press release of November 27, 2013) have been amended such that Mazorro will initially acquire a 50% interest in the claims versus a 100% interest. The Corporation will retain a 50% interest in the claims and will act as operator to conduct exploration programs. The Corporation has committed to completing approximately $100,000 of exploration work programs comprising a helicopter borne geophysical survey expected to be completed during the month of January.

Under the terms of the Agreement, Mazorro, an arm's-length party to the Corporation will acquire an initial 50% interest in 81 claims by paying the Corporation a total of $80,000 in cash and issuing a total of 4,000,000 common shares and 1,000,000 warrants of Mazorro (the "Purchase Price"). Initial consideration payable includes $25,000 cash, 1,500,000 common shares and 1,000,000 warrants (paid during December 2013). Each warrant is exercisable at a price of $0.10 per share and will expire December 12, 2015. The balance of the Purchase Price is payable as follows: $25,000 cash and 1,500,000 common shares upon the receipt of a National Instrument 43-101 compliant technical report on the property; $10,000 cash payable on the date that the Corporation completes work assessment filings with respect to the claims with further cash payments of $10,000 payable both six and twelve months thereafter; with a final payment of 1,000,000 common shares payable twelve months following the execution of the original agreement.

Additionally, Mazorro will have an option, exercisable for a period of two years, to acquire the 50% interest retained by the Corporation for a cash payment of $100,000. Should this option be exercised, the Corporation would retain a 2% net smelter royalty ("NSR") with Mazorro having the right to purchase one-half (1.0%) of the NSR at any time by paying the Corporation an amount of $250,000. If the option is not exercised, the parties will enter into a joint venture agreement with a standard dilution clause and will co-fund their proportionate share of project costs.

About Synergy

Synergy is targeting Quebec's excellent mineral potential to discover new world-class deposits. Synergy is the ideal partner for exploration companies and capital pool companies looking for qualified transaction projects of merit. Synergy intends to enter into various types of agreements on its properties. Management is currently evaluating other growth opportunities in its portfolio of newly acquired mineral properties to enhance shareholder value in the short term.

This press release contains certain forward-looking statements that involve a number of risks and uncertainties, and there can be no assurance that such statements will prove accurate. As a result, actual results and future events could differ materially from those anticipated in such statements. These risks and uncertainties are described in the annual report and in the filings made by the Company with securities regulatory authorities.

The CSE has neither approved nor disapproved the contents of this press release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

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