BEN.H Butte Energy Inc

TSXV – BEN.H

VANCOUVER, BC, Sept. 3, 2024 /CNW/ - Butte Energy Inc.  (TSXV: BEN.H) "Butte" or the "Company") is pleased to announce that it has entered into a letter of intent (the "Agreement"), dated August 30, 2024, to acquire a 100% interest in the El Quevar project (the "Project" or "El Quevar") (the "Transaction"), a large and high grade primary silver deposit The Project is located in Salta Province, Argentina, a well-established mining region with extensive mining activity and ongoing exploration. Butte will complete the acquisition through the purchase of 100% of Silex Argentina S.A. ("Silex"), a fully owned subsidiary of Golden Minerals Company ("Golden Minerals"), a publicly listed company on the NYSE American and the Toronto Stock Exchange, for total consideration of US$3,500,000 in cash. Supported by the Fiore Group with a track record of success in the mining industry, Butte's vision is to build a leading silver company to fuel the energy transition and create significant shareholder value.

Highlights:

• High-grade Yaxtché deposit at El Quevar project in Salta province holds 45.3 Moz of silver at 482 g/t Ag (Indicated) and 4.1 Moz (Inferred) at 417 g/t Ag according to Golden Minerals' 2018 Resource Estimate⁽¹⁾;
• Attractive acquisition cost of US$3,500,000 for a 100% interest, translating to approximately C$0.10 per Indicated silver ounce;
• Work at El Quevar, includes 100,000 meters of drilling, roads, camp construction, and preliminary engineering;
• The Yaxtché deposit covers less than 1% of El Quevar's 56,719 hectares. Most of the area remains unexplored, and Yaxtché is open to both the east and west; and
• Fully allocated C$15 million private placement financing proposed, with a lead order from Frank Giustra.

The El Quevar Project

El Quevar is an advanced silver exploration project with district-scale potential. It is located in the Salta Province of northwestern Argentina and spans 56,719 hectares. El Quevar is located 300 kilometers northwest of Salta city via road and also reachable by a 300-kilometer dirt and gravel road from Calama, Chile. The nearest settlement is the village of Pocitos, 20 kilometers west. The project sits at altitudes ranging from 3,800 to 6,130 meters in a high mountain desert climate.

Golden Minerals (including its predecessors) conducted significant exploration at El Quevar from 2004 to 2012. This included drilling approximately 400 holes and conducting over 1,250 meters of underground exploration. In 2018, Golden Minerals issued a Technical Report prepared by Amec Foster Wheeler E&C Services, Inc. This report estimated a high-grade silver deposit at the Yaxtché deposit. It outlined 45.3 million ounces of silver at an average grade of 482 g/t in Indicated resources and 4.1 million ounces at an average grade of 417 g/t in Inferred resources.

The Yaxtché deposit covers less than one percent of El Quevar's vast 56,719 hectares. Most of the area remains unexplored, with Yaxtché open to both the east and west. In March 2019, Golden Minerals completed a 3,000-meter drilling program. This program identified a new high-grade silver area, viewed as an addition to the resource.

El Quevar was under an Earn-In Agreement with Barrick Gold Corporation from April 2020 to April 2024. The agreement terminated on April 20, 2024, reverting El Quevar to Golden Minerals' control. Barrick invested over US$6.0 million during this period, completing a five-hole, 1,300-meter drill program. This program identified a potential gold prospect within El Quevar's central Eastern land package.

A technical review of the project has been completed, highlighting priorities for resource expansion and optimization. Engineering and geological follow-up work are set to begin shortly after closing. The site includes a ready-to-use camp, extensive internal roads, and supporting infrastructure, enabling a rapid project restart.

The Salta Province, located in northwestern Argentina, is one of the country's top mining jurisdictions. Ranked number one in Latin America by the Fraser Institute's 2023 mining report, Salta has drawn significant investments. Several mining companies, including Fortuna Silver, First Quantum Minerals, Aldebaran Resources, and Rio Tinto, are actively operating in the province.

The El Quevar project includes 31 mining concessions, all held directly and granted by the Salta Mining Court. Surface rights are controlled by the Salta Province. A 1% net smelter return royalty applies to the El Quevar II concession and a 1% net smelter royalty on half of the minerals from the Castor concession. Butte Energy can purchase half of this royalty for C$1 million during the first two years of production.

Transaction Summary

Butte will pay US$3,500,000 (the "Purchase Price") in cash to Golden Minerals to acquire 100% of the issued and outstanding shares of Silex, the owner of El Quevar. US$500,000 of the Purchase Price is due upon signing the Agreement, is non-refundable and will be funded by a loan (the "Loan") from third parties (the "Lenders"). In consideration for making the Loan, the Lenders will receive 4,000,000 common share purchase warrants in the Company at an exercise price of $0.16 per common share for a period of one year from the date of issue. In addition, a finder's fee of 5% of the Purchase Price will be paid in shares on the same terms as the contemplated financing (as described below).

In connection with the Transaction, Butte will complete a fully subscribed concurrent financing for aggregate proceeds of C$15,000,000, consisting of 100,000,000 common shares (the "Shares") of Butte at C$0.15 per Share. It is expected that Frank Giustra, an existing insider of Butte, will subscribe as the lead order. A fee of up to 6% may be payable on some of the private placement.

The Transaction constitutes a "Fundamental Acquisition" as contemplated under the TSX Venture Exchange ("TSXV") Policy 5.3 – Acquisitions and Dispositions of Non- Cash Assets and as a result, trading in the Company's common shares on the TSXV has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV. Closing of the Transaction is subject to a number of conditions including negotiation and execution of a definitive agreement, receipt of all required corporate, regulatory and third-party consents, including TSXV approval, and satisfaction of other customary closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all. 

Andrew Hamilton, B.Sc., PGeo, a "qualified person" for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure contained in this news release.

On behalf of BUTTE ENERGY INC.

"Geir Liland"
Chief Executive Officer

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.

ALL STATEMENTS IN THIS PRESS RELEASE, OTHER THAN STATEMENTS OF HISTORICAL FACT, ARE "FORWARD-LOOKING INFORMATION" WITH RESPECT TO THE COMPANY WITHIN THE MEANING OF APPLICABLE SECURITIES LAWS. THE COMPANY PROVIDES FORWARD-LOOKING STATEMENTS FOR THE PURPOSE OF CONVEYING INFORMATION ABOUT CURRENT EXPECTATIONS AND PLANS RELATING TO THE FUTURE AND SPECIFICALLY TO THE TRANSACTIONN AND READERS ARE CAUTIONED THAT SUCH STATEMENTS MAY NOT BE APPROPRIATE FOR OTHER PURPOSES. BY ITS NATURE, THIS INFORMATION IS SUBJECT TO INHERENT RISKS AND UNCERTAINTIES THAT MAY BE GENERAL OR SPECIFIC TO THE COMPLETION OF THE CONTEMPLATED TRANSACTION AND WHICH GIVE RISE TO THE POSSIBILITY THAT EXPECTATIONS, FORECASTS, PREDICTIONS, PROJECTIONS OR CONCLUSIONS WILL NOT PROVE TO BE ACCURATE, THAT ASSUMPTIONS MAY NOT BE CORRECT AND THAT OBJECTIVES, STRATEGIC GOALS AND PRIORITIES WILL NOT BE ACHIEVED. THESE RISKS AND UNCERTAINTIES INCLUDE BUT ARE NOT LIMITED TO THOSE IDENTIFIED AND REPORTED IN THE COMPANY'S PUBLIC FILINGS UNDER THE COMPANY'S SEDAR PROFILE AT WWW.SEDARPLUS.CA. ALTHOUGH THE COMPANY 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. THE COMPANY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE UNLESS REQUIRED BY LAW. 

SOURCE Butte Energy Inc.