Lowell Copper and Minaurum Gold Enter into Option Agreement;
Minaurum Announces Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 20, 2013) -
Lowell Copper Ltd. (TSX-VENTURE:JDL) ("Lowell Copper") and Minaurum
Gold Inc. (TSX-VENTURE:MGG) ("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
(http://www.youtube.com/user/minaurumgold).
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Company's securities in
the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or any state securities laws and may not
be offered or sold within the United States or to U.S. persons
unless registered under the 1933 Act and applicable state
securities laws, or an exemption from such registration is
available. Any public offering of securities in the United States
must be made by means of a prospectus that contains detailed
information about the Company and its management, as well as
financial statement.
Forward-Looking Statements
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans"
or similar terminology. Forward-looking statements and information
include, but are not limited to, statements with respect to the
transactions contemplated under the Option, the Private Placement
and proposed exploration activities and their timing and potential
mineralization. Forward-looking statements and information are
based on forecasts of future results, estimates of amounts not yet
determinable and assumptions that, while believed by management to
be reasonable, are inherently subject to significant business,
economic and competitive uncertainties and contingencies.
Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond
the ability of Minaurum or Lowell Copper to control or predict,
that may cause Minaurum's or Lowell Copper's actual results,
performance or achievements may be materially different from those
expressed or implied thereby, and are developed based on
assumptions about such risks, uncertainties and other factors set
out here in, including but not limited to: the risk of receiving
approval of the TSX Venture Exchange to the transactions detailed
herein; risks and uncertainties related to the Option or Private
Placement not being completed in the event that the conditions
precedent thereto are not satisfied; the inherent risks involved in
the exploration and development of mineral properties; the
uncertainties involved in interpreting exploration data; the
potential for delays in exploration or development activities; the
geology, grade and continuity of mineral deposits; the possibility
that future exploration, development or mining results will not be
consistent with the either company's expectations; accidents,
equipment breakdowns, title matters, labor disputes or other
unanticipated difficulties or interruptions in operations;
fluctuating metal prices; unanticipated costs and expenses;
uncertainties relating to the availability and costs of financing
needed in the future; the inherent uncertainty of production and
cost estimates and the potential for unexpected costs and expenses,
commodity price fluctuations; currency fluctuations; regulatory
restrictions, including environmental regulatory restrictions;
liability, competition, loss of key employees and other related
risks and uncertainties. Neither Minaurum nor Lowell Copper
undertakes an obligation to update forward-looking information
except as required by applicable law. Such forward-looking
information represents management's best judgment based on
information currently available. No forward-looking statement can
be guaranteed and actual future results may vary materially.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements or information.
Qualified Person: Mr. Stephen R Maynard, M.S., C.P.G., Vice
President, Exploration for Minaurum, has acted as the qualified
person as defined in National Instrument 43-101 for this disclosure
and supervised the preparation of the technical information in this
release.
Lowell Copper Ltd.Marcel de Groot, PresidentSuite 1400, 400
Burrard Street, Vancouver, BC(604) 628-1102(604) 688-0094Minaurum
Gold Inc.Darrell Rader, President & CEOSuite 1500, 409
Granville Street, Vancouver, BC V6C 1T2(778)
330-0994info@minaurum.com
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