Quaterra Resources (QTA-V) June 16, '14 and its subsidiaries Quaterra Alaska Inc. and Singatse Peak Services LLC have signed a membership interest option agreement with Freeport-McMoRan Nevada LLC which sets out terms for due diligence and for SPS's exploration of its Yerington Copper Project in Nevada. Freeport-McMoRan Nevada LLC is a wholly owned subsidiary of Freeport Minerals Corporation, which in turn is a wholly owned subsidiary of Freeport-McMoRan Copper & Gold Inc. (FCX-NY).
Under the agreement, after conducting additional due diligence about SPS over the next year, Freeport has the right to earn an initial 55% interest in SPS by providing funds to SPS to complete three staged investigation and work programs totaling US$38,600,000 in project funding. During these stages, Freeport provides funding to SPS for property maintenance, G&A, environmental compliance and, in later stages, exploration. Freeport can earn a further 20% interest in SPS (increasing its holding to 75%) should it elect to fund SPS with a further US$100,000,000 of spending, or complete a feasibility study, whichever comes first.
Quaterra President and CEO Steven Dischler says, "The agreement with Freeport provides Quaterra with the ability of retaining, at no cost to it, a 25% interest in what is potentially a large and attractive district-scale copper asset."
Agreement Details
Within the first 12-month stage of the agreement, Freeport must provide SPS US$2,500,000 for land, water and mineral rights title acquisitions and maintenance costs; G&A; and compliance with environmental laws. Freeport can terminate the agreement within the first stage of the agreement at its discretion, with the US$2,500,000 being a firm commitment. Freeport can extend stage one of the agreement for up to a further 12 months upon payment of US$1,250,000 for each six month extension.
In order for the second stage of the agreement to commence, Freeport must commit to fund US$6,100,000 over the ensuing post-stage one 12 month period for property maintenance costs; G&A; environmental compliance; and exploration of the property. During the 24 month third stage of the agreement Freeport may fund up to US$30,000,000 for exploration of the property; property maintenance costs; G&A; and environmental compliance. If Freeport completes the stage three funding it will have invested approximately US$40,000,000 in the Yerington Project and will have earned the right to own a 55% interest in SPS.
If Freeport chooses to proceed beyond Stage 3, it can elect to fund a further US$100,000,000, or fund the costs of completion of a feasibility study, to earn an additional 20% interest for a total 75% interest in SPS. Alternatively, Freeport can choose to fund with Quaterra, proportional to their 55% and 45% working interests.
At any time when the parties are proportionally funding their share of costs, and before an affirmative decision to begin production, a non-funding party will suffer ordinary dilution. Should either party's interest fall below 10%, it will be converted into a 1% NSR royalty. After a production decision, a non-funding party will dilute to a 1% NSR royalty.
"We believe this is a very significant opportunity for Quaterra," says Dr. Thomas Patton, Chairman of Quaterra. "The agreement provides Quaterra's shareholders with the funding to advance a major copper district."
The Yerington Project consists of the Yerington pit and surrounding areas, MacArthur oxide and sulfide deposits, water rights and other district prospects, all of which have the potential to be transformed into a large-scale, long-life copper mining operation. It is situated in a mining-friendly district with excellent infrastructure and valuable water rights. |
