Dec 24 2013
Lowell Copper Ltd. ("Lowell Copper") and Minaurum Gold Inc. ("Minaurum") are pleased to announce that they have entered into a binding letter agreement in respect of, among other things, the grant of an option (the "Option") on Minaurum's Santa Marta VMS project in Oaxaca, Mexico (the "Project").
Under the terms of the Option, Lowell Copper can acquire up to a 70% interest in the Project in exchange for funding work expenditures and delivering a prefeasibility study, as described below. Minaurum holds an option to acquire a 100% interest in the Project pursuant to an option agreement with the property owner.
As part of the transaction, Lowell Copper has subscribed for 7,500,000 Minaurum units for an aggregate purchase price of C$375,000, which is expected to be closed as the first tranche of a private placement of up to a total of C$750,000.
In addition, Lowell Copper will pay to Minaurum an additional C$125,000 on or before January 31, 2014 in connection with the execution of a comprehensive option agreement.
The Option
In order to earn a 60% interest in the Project, and in order to maintain the Option in good standing, Lowell Copper will be required to incur or fund the following work expenditures on the Project:
- US$1,000,000, on or before December 31, 2014;
- US$2,000,000, on or before December 31, 2015; and
- US$3,000,000, on or before December 31, 2016.
The work expenditure funding deadlines are structured to correspond to the underlying option exercise requirements and may be extended depending on the timing of the receipt of permits for planned drilling on the Project.
In order to earn an additional 10% interest in the Project for a total 70% interest, Lowell Copper will be required to fund and deliver a prefeasibility study to Minaurum on or before December 31, 2018. If the Option is exercised, a joint venture will be formed in respect of the Project.
Darrell Rader, President and CEO of Minaurum commented, "Santa Marta exhibits all of the hallmarks of a significant district-scale VMS system. We look forward to working with the outstanding technical team at Lowell Copper to advance the project."
Dr. J. David Lowell, Chairman and CEO of Lowell Copper commented, "We are very excited about the prospects of the Santa Marta VMS target. Santa Marta represents a very unique and rare opportunity to discover a world class VMS deposit with a relatively low amount of exploration expenditure."
Santa Marta Project
The 7,310 hectare Santa Marta VMS project is located in Oaxaca state, Mexico. Infrastructure is good with a paved highway, power lines and water nearby. Minaurum has carried out airborne geophysics (VTEM), reconnaissance stream-sediment sampling and geological mapping.
Dr. James Franklin, a recognized expert in VMS deposits noted, "Santa Marta appears to have all of the classic features of highly productive VMS systems, such as the semi-continuous deposit set at Flin Flon comprised of the Main Mine, Calinan and Triple 7. The stringer zone at Santa Marta has undergone slight oxidative weathering, and already has supported a small historic mining operation. The massive oxide zone appears to have been largely not explored; we saw evidence of only two historic drill holes, and there are no records of what these intersected."
Private Placement
Minaurum also announces a concurrent financing (the "Private Placement") to issue up to 15,000,000 units of Minaurum (each a "Unit") at a price of C$0.05 per Unit. Each Unit will be comprised of one common share and one common share purchase warrant (the "Warrants" and each a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional common share of Minaurum for a period of two (2) years at an exercise price of C$0.05. Lowell Copper has agreed to subscribe for 7,500,000 Units. The Warrants are subject to an acceleration clause providing that the Warrants will be exercisable within 30 days of receipt of notice from Minaurum, at any time following one year after the issue date of the Warrants, in the event that the common shares of Minaurum have closed at or above $0.20 for fifteen (15) consecutive trading days.
Lowell Copper and Minaurum have agreed that Lowell Copper will: (i) be entitled to participate in future Minaurum financings so as to maintain its pro-rata interest in Minaurum, (ii) limit the future exercise of Warrants held by it to ensure that at no time through the exercise of Warrants will Lowell Copper acquire greater than 19.99% of the common shares of Minaurum, unless Minaurum shareholders have approved Lowell Copper as a new control person in accordance with TSX Venture Exchange policy, (iii) until January 1, 2016, (A) be bound by certain "standstill" restrictions, (B) not sell or otherwise dispose of its securities in Minaurum except with the consent of Minaurum, and (C) vote its Minaurum shares in accordance with the recommendations of Minaurum's management or board of directors.
About Lowell Copper
Lowell Copper is a copper exploration and development focused company led by J. David Lowell and is listed on the TSX-V. The company was founded to leverage the current market conditions and build a portfolio of economic copper projects through a combination of exploration, mergers and acquisitions by utilizing the considerable experience and success of management and directors of the company. Lowell Copper's current projects consist of the 100% owned Ricardo Cu-Mo exploration prospect located south of Codelco's Chuquicamata deposit in Chile as well as the 100% owned Warintza Cu-Mo porphyry deposit located in Southeast Ecuador. For additional information, please visit www.lowellcopper.com.
About Minaurum
Minaurum Gold is a gold-copper explorer focused on its Vuelcos del Destino project in the Guerrero Gold Belt, Mexico. For more information, please visit our website at www.minaurum.com and our YouTube Minaurum Video Channel (https://www.youtube.com/user/minaurumgold).