VANCOUVER, British Columbia, Oct. 08, 2024 (GLOBE NEWSWIRE) — Latin Metals Inc. (“Latin Metals” or the “Company”) – (TSXV: LMS, OTCQB: LMSQF) announces that it has entered into a binding letter agreement (the “Letter Agreement”) with Atlantic Metals Limited (“Atlantic”), a wholly owned subsidiary of Moxico Resources plc (together with Atlantic, “Moxico”), a private copper mining company with producing and development assets in Zambia and the Kingdom of Saudi Arabia, made as of October 7, 2024 (the “Effective Date”). Under the terms of the Letter Agreement, Latin Metals granted to Moxico the option (the “Option”) to earn a 75% interest in the Company’s Esperanza and Huachi copper exploration projects (the “Projects”) located in San Juan Province, Argentina (Figure 1). To exercise the Option, Moxico must:
- make staged cash payments to Latin Metals in the aggregate amount of USD $2,775,000 (Table 1),
- assume the outstanding cash payment earn-in obligations of Latin Metals to the underlying owners of the Projects in the aggregate amount of USD $4,633,000,
- assume the USD $1,000,000 work expenditure commitments at the Huachi project,
- complete at least in the aggregate amount of 65,000 metres of drilling on the Projects (Table 2), and
- deliver independent NI 43-101 compliant technical reports to Latin Metals on the Projects setting out a initial mineral resource estimate, preliminary economic assessment and a bankable feasibility study, respectively.
Upon the exercise of the Option, Moxico shall have a top-up right (the “Top-Up Right”) whereby Moxico can elect within 60 days of the Option Exercise Date (as defined below) to purchase the remaining 25% interest in the Projects held by Latin Metals (for an aggregate 100% interest in the Projects) by completing a cash payment to Latin Metals equal to the greater of (i) USD $10,000,000 or (ii) an amount equal to USD $0.02/lb multiplied by the quantity (in pounds) of copper equivalent in the measured and indicated resource categories. If the Top-Up Right is exercised, Latin Metals’ interest in the Projects shall be converted to a 2% net smelter returns (“NSR”) royalty.
“Quality of option partners is a key ingredient in the success of any company operating with a prospect generator model and we are happy to have reached an agreement with Moxico, which has strong financial and technical capabilities,” said Keith Henderson, President and CEO of Latin Metals. “The Esperanza project has seen 8,500m of drilling, with Latin Metals’ best drill hole intersection returning 387m grading 0.57% copper and 0.27 g/t gold from surface, including 166m grading 0.84% copper and 0.37 g/t gold from surface. We look forward to seeing results from the exploration to be completed by Moxico.”
Alan Davies, Moxico’s CEO stated, “We are very pleased to conclude this agreement with Latin Metals and have the option of developing the highly prospective Esperanza and Huachi properties. We look forward to positively working with the local communities, authorities and contractors to accelerate the work program.”
Table 1: Cash Payments to Latin Metals
| Date | Cash Payments (USD) |
|
| Effective Date | $350,000(1) (paid) | |
| First Anniversary of Effective Date | $150,000(2) | |
| Second Anniversary of Effective Date | $150,000 | |
| Third Anniversary of Effective Date | $225,000 | |
| Fourth Anniversary of Effective Date | $350,000 | |
| Fifth Anniversary of Effective Date | $500,000 | |
| Sixth Anniversary of Effective Date | $1,050,000 | |
| Total | $2,775,000 | |
1) Firm commitment.
2) Firm commitment; provided that (i) amount shall be reduced by USD $100,000 (i.e. to USD $50,000) if the Esperanza drilling permit is not received by June 30, 2025, and (ii) payment shall no longer be a firm commitment if the Esperanza drilling permit is not received by December 31, 2025.
Table 2: Work Commitments
| Date(1) | Drilling (metres) | NI 43-101 Technical Reports |
| First Anniversary of Effective Date | 5,000(2) | – |
| Second Anniversary of Effective Date | 10,000 | – |
| Third Anniversary of Effective Date | 20,000 | Mineral Resource Estimate |
| Fourth Anniversary of Effective Date | 15,000 | Preliminary Economic Assessment |
| Fifth Anniversary of Effective Date | 15,000 | – |
| Sixth Anniversary of Effective Date | – | Bankable Feasibility Study |
| Total | 65,000 | – |
1) Milestone dates shall be automatically extended until receipt of the Esperanza drilling permit or the Huachi drilling permit; provided that Moxico shall have made commercially reasonable and good faith efforts to obtain the permits.
2) Firm commitment, subject to receipt of the Esperanza drilling permit or the Huachi drilling permit; provided that Moxico shall have made commercially reasonable and good faith efforts to obtain same.
Provided the Option shall not have been terminated, the parties agree to negotiate in good faith toward the execution of a definitive earn-in and purchase option agreement within 60 days of the first anniversary of the Effective Date. Other than the items noted as being firm commitments in Table 1 and 2 above, Moxico shall be under no obligation to fulfill any of the payment obligations or work commitments, which shall be at the sole option and discretion of Moxico.
Upon the fulfilment of the payment obligations and work commitments set forth above, and the delivery by Moxico to Latin Metals of a notice of exercise of the Option (the “Option Exercise Date”) and subject to the exercise of the Top-Up Right, Moxico and Latin Metals will be deemed to have formed a joint venture (the “Joint Venture”) for the continued exploration, development and, if warranted, commercialization of the Projects, in respect of which the initial participating interests of the parties will be, Moxico as to 75% and Latin Metals as to 25%.
If and when the parties form the Joint Venture, the provisions of the agreement governing the Joint Venture will be negotiated and settled by the parties and will provide, among other things, that if the participating interest of either party falls below 10%, the interest of such party shall be converted to a 1% NSR royalty (according to royalty terms to be agreed upon between the parties). In addition, if at any time while Latin Metals holds a 10% or greater participating interest, it shall have the option, exercisable at its discretion by providing notice to the operator of the Joint Venture, to require the Joint Venture to repurchase or redeem its participating interest without consideration, and grant Latin Metals a 2% NSR royalty payable on all minerals, metals and ores mined or removed from the Projects (according to royalty terms to be agreed upon between the parties).
Figure 1: Esperanza and Huachi Projects, San Juan Province
About The Projects
Esperanza is a copper-gold porphyry exploration project where a copper-gold porphyry system has been partially defined by drilling and where a pyrite halo is exposed at surface over an area of 1,400m x 850m. Drill hole 18-ESP-025 (see news release May 8, 2018), completed by Latin Metals, returned 387m grading 0.57% copper and 0.27 g/t gold from surface, including 166m grading 0.84% copper and 0.37 g/t gold from surface (true width unknown). Mineralization is open in all directions with an interpreted vector to the west towards the Huachi property. Latin Metals has options to acquire 100% interests in the Esperanza and Huachi properties, and the Projects are currently subject to underlying option agreements, as amended (see news releases dated January 23, 2017 and March 13, 2024).
About Moxico
Moxico Resources plc’s principal objective is to be an effective creator of value for its shareholders, other stakeholders and partners by establishing itself as one of the main copper producers in Zambia through the expansion of the Mimbula Copper Project (“Mimbula”) and the development of the Kalengwa Copper Project (“Kalengwa”), and developing its portfolio of exploration assets in Zambia and elsewhere, including its 50% owned Khnaiguiyah zinc, copper and manganese project (“Khnaiguiyah”) in the Kingdom of Saudi Arabia, which is expected to commence construction in 2025.
Phase 1 of Mimbula consists of a 10,000 tonnes per annum heap leach and solvent extraction and electrowinning (“SX/EW”) plant. First copper sales were completed in Q1 2023 and Mimbula is currently producing at a rate in excess of 16,000 tonnes per annum. Phase 2 of Mimbula is under construction and is expected to be completed during 2025. It will expand the operation to 56,000 tonnes per annum of copper cathode production through a 46,000 tonne per annum agitated leach and SX/EW circuit. Phase 3 of Mimbula, consisting of a cobalt processing plant, will extract cobalt from the ore and the pregnant leach solution.
Exploration drilling continues to grow the reserve and resource base at Mimbula, Kalengwa and Khnaiguiyah, while Moxico continues to explore its portfolio of prospecting assets in Zambia and Saudi Arabia, with very promising results warranting further work and investment.
Marketing
The Company also announces that it has entered into an advertising contract with www.TAStocks.com (“TA“), under the terms of which TA will provide publishing and advertising services, including social media engagement through X and YouTube. The initial term of the agreement is 120 days, starting on October 9, 2024, and may be renewed with the mutual written agreement of TA and the Company. During the initial term, TA’s parent company, Arrow Park Capital Corp., will be paid $15,000 plus applicable taxes for the services provided. To the Company’s knowledge, TA does not have any direct interest in the Company or its securities.
About Latin Metals
Latin Metals is a mineral exploration company acquiring a diversified portfolio of assets in South America. The Company operates with a Prospect Generator model focusing on the acquisition of prospective exploration properties at minimum cost, completing initial evaluation through cost-effective exploration to establish drill targets, and ultimately securing joint venture partners to fund drilling and advanced exploration. Shareholders gain exposure to the upside of a significant discovery without the dilution associated with funding the highest-risk drill-based exploration.
For more information, please get in touch with Latin Metals Investor Relations at 604-638-3456 or via email at [email protected]. Stay up to date on Latin Metals developments by joining our online communities through LinkedIn, Facebook, X and Instagram.
Qualified Person
Keith J. Henderson P.Geo is the Company’s qualified person as defined by NI 43-101, and has reviewed and approved for disclosure the scientific and technical information contained in this news release. Mr. Henderson is not independent of the Company, as he is an employee of the Company and holds securities of the Company.
On Behalf of the Board of Directors of
LATIN METALS INC.
“Keith Henderson”
President & CEO
For further details on the Company readers are referred to the Company’s web site (www.latin-metals.com) and its Canadian regulatory filings on SEDAR at www.sedarplus.ca.
For further information, please contact:
Keith Henderson
Suite 890
999 West Hastings Street
Vancouver, BC, V6C 2W2
Phone: 604-638-3456
E-mail: [email protected]
Neither 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 news release.
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the exercise of the Option and the Top-Up Right by Moxico, the execution of a definitive option agreement, the entering into of the Joint Venture, future exploration of the Projects, anticipated exploration program results from exploration activities, the discovery and delineation of mineral deposits/resources/reserves, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “will”, “should”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it will obtain TSX Venture Exchange acceptance, if applicable, and the required corporate approvals for the proposed transaction, that market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company’s Argentine projects in a timely manner, the availability of financing on suitable terms for the development, construction and continued operation of the Company’s projects, and the Company’s ability to comply with environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development and mine development activities at the Projects, estimation or realization of mineral reserves and mineral resources, requirements for additional capital, future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required, including of the TSX Venture Exchange, financing or other planned activities, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 on the Company’s business, risks related to joint venture operations, and risks related to the integration of acquisitions, as well as those factors discussed under the heading “Risk Factors” in the Company’s latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by law, the Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b3a3f58a-70e0-4b4c-9307-90e259fbbea1
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