Aston Bay Holdings (BAY-V) June 18, '14 further to its release of May 26, 2014, announcing a non-binding term sheet, has now signed a binding memorandum of understanding with a wholly owned subsidiary of Antofagasta PLC to co-operatively advance the Storm copper and Seal zinc projects in the territory of Nunavut. The MOU gives Antofagasta the opportunity to earn up to a 70% total interest in Storm, as well as a path to an eventual proposed joint venture.
The terms of the MOU are as follows:
-In Phase I, Antofagasta may spend a minimum of US$10 million in expenditures (inclusive of a private placement (see below)) over a period of six years, beginning on the Effective Date of the MOU, to earn in a 50.1% interest in Storm.-Phase II provides that Antofagasta may spend an additional US$6 million over three years and provide a technical report in compliance with National Instrument 43-101 demonstrating an Indicated Resource of at least 15 million tonnes of copper-bearing rock, at a 0.2% copper cut-off, to earn an additional 19.9% interest, for a total 70% interest in Storm. -Phase III will immediately follow Phase II and provides that Antofagasta will fund all expenditures including a minimum of US$1 million per year for the period of two years following the completion of a possible Feasibility Study. If Antofagasta elects not to proceed during Phase III, Aston Bay can buy back Antofagasta's interest for 130% of expenditures that Antofagasta has funded to that point. Alternatively, Aston Bay can maintain its 30% interest and take control of the technical committee or board of the operating company by paying to Antofagasta US$1 million.-Phase IV will commence two years after the delivery of a possible Feasibility Study, and both Aston Bay and Antofagasta will pay their pro rata shares of expenditures, according to their respective interests in the Storm project.
"We are pleased to have attracted a well-respected and technically-driven partner that has a track record of building and operating copper mines," commented Benjamin Cox, President and CEO of Aston Bay. "Our agreement with Antofagasta will advance the Storm project without significant dilution expected for Aston Bay's shareholders and will leave Aston Bay with a meaningful interest in the project."During Phase I, as part of and subject to the successful completion of the Offering described below, Antofagasta will purchase such number of non-flow-through Units of Aston Bay at CDN$0.40 that is equal to gross proceeds of US$250,000, subject to approval by the TSX Venture Exchange (the "Exchange"). It is a condition of Antofagasta's purchase of shares that Aston Bay complete a private placement of not less than US$1 million and not more than US$2 million. Other than the private placement subscription by Antofagasta, no expenditures in Phases I, II or III are committed expenditures. There is no guarantee that any phase will be completed, and if a phase is completed, there is no guarantee that Antofagasta will exercise its right to proceed to the next phase.The Storm project hosts four zones of cohesive copper mineralization that have been identified with more than 10,000 metres (m) of core drilling. All of the zones are located within an area of four square kilometres and are located along a common structural corridor. Drilling highlights include 110m of 2.45% copper starting from surface; 56m of 3.07% copper starting at 12m below surface at the 2750N zone; and 49m of 1.79% copper starting from surface at the 2200N zone. Please visit Aston Bay's website (http://astonbayholdings.com/storm-copper) for more information on the Storm project.
"Antofagasta's involvement underscores the prospective and compelling nature of the Storm project," said Bruce Counts, Chief Operating Officer of Aston Bay. "Antofagasta brings technical depth and expertise to the project and we are eager to begin exploring the property with their group."
Commander Resources Ltd. ("Commander") has reviewed the MOU prior to its signing. The option agreement between Commander and Aston Bay provides a path by which Aston Bay may purchase Commander's ownership of the Storm property after CDN$6 million of expenditures have been made, for either CDN$15 million in cash or 20% of Aston Bay's market capitalization at that time.
Aston Bay and Antofagasta must enter into an earn-in agreement by December 1, 2014. If no earn-in Agreement is entered into by December 1, 2014, the MOU will terminate and Aston Bay will be required to refund certain expenditures to Antofagasta.
Private Placement
In connection with the MOU transaction and subject to Exchange approval, the Company will conduct a non-brokered private placement (the "Offering") of non-flow-through units of Aston Bay (the "NFT Units") at a price of CDN$0.40 per NFT Unit, and flow-through units (the "FT Units") at a price of CDN$0.45 per FT Unit, for gross proceeds of up to US$2,000,000.Each NFT Unit will consist of one common share and one common share purchase warrant (the "NFT Warrant"). Each NFT Warrant will be exercisable into one common share for a period of 18 months from closing of the Offering, at a price of CDN$0.60 per share.Each FT Unit will consist of one "flow-through" common share and one-half common share purchase warrant. Each such whole common share purchase warrant (the "FT Warrant") will be exercisable into one common (non-flow-through) share for a period of 18 months from closing of the Offering, at a price of CDN$0.675 per share. FT Warrants and NFT Warrants will be subject to the Company's right to accelerate the expiry of the same to within 30 calendar days of notice thereof if the daily volume weighted average trading price of the common shares of the Company on the Exchange is equal to or exceeds CDN$1.20 over a period of 20 consecutive trading days between the date that is four months following the closing of the Offering and the date on which the FT Warrants and/or the NFT Warrants, as applicable, would otherwise expire. Such notice is to be given within five trading days of such 20-day period.
The Company intends to use the proceeds of the Offering to conduct exploration on the Company's Storm Project, in accordance with the MOU described above. The Company may pay finder's fees in connection with the private placement.
Qualified Person
The content of this news release and the technical information that forms the basis for this disclosure has been prepared under the supervision of Michael Dufresne, M.Sc., P.Geol., who is the Qualified Person as defined by NI 43-101 and a consultant to Aston Bay. |
