ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)
US OTC: MTGDY
LONDON: 29 APRIL 2013 - ECR Minerals plc is pleased to announce that it has entered into an earn-in and joint venture agreement (the “Agreement”) with Tiger International Resources Inc. (“Tiger”), a company listed on the TSX Venture Exchange, and Tiger’s subsidiary Cordillera Tiger Gold Resources Inc. (“Cordillera Tiger”) with respect to Cordillera Tiger’s 100% owned Itogon gold-silver project in the Philippines.
- The Itogon project is an advanced exploration project located in a gold and copper mining district on the island of Luzon in the north of the Philippines, and benefits from an extensive historical dataset
- The Agreement gives ECR the exclusive right and option to earn a 50% interest in Cordillera Tiger and thereby in the Itogon project (the “Earn-In Option”) by obtaining, for Cordillera Tiger, a mining licence in respect of the project within 5 years of the commencement of the earn-in and by making certain staged payments to Tiger
- ECR will fund all expenditure required for Cordillera Tiger to obtain a mining licence, and through Cordillera Tiger, will be the operator of the project during the earn-in; after a mining licence is obtained ECR and Tiger would fund development of the Itogon project pro rata, or the non-funding partner would be diluted
- The Agreement and the commencement of the earn-in are subject, inter alia, to due diligence by ECR
Stephen Clayson, Chief Executive Officer of ECR, commented:
“The Philippines has been the venue for a number of gold mining success stories in recent years, with Medusa Mining, CGA Mining and Oceana Gold springing to mind first and foremost. These cases indicate a very workable jurisdiction for international mineral development companies. Highly prospective geologically, the country is also a low cost operating environment with skilled labour and mining services readily available.
The Itogon project is located within an internationally renowned gold and copper mining district with easy access and a wealth of relevant and encouraging information from the project area itself and nearby deposits. We therefore feel optimistic that the project can in due course be shown to host an economic gold deposit, although this is of course subject to the results of the work to be carried out.
Despite recent volatility in the gold price, it is the view of the ECR board that the gold sector continues to present attractive exploration, development and mining opportunities and is likely to do so for many years to come.”
ABOUT THE ITOGON PROJECT
The Itogon gold-silver project is located on the island of Luzon in the north of the Philippines, some 14km from the city of Baguio in the Central Cordillera. The Central Cordillera of Luzon is a gold and copper mining district of global significance, and hosts numerous sizable producing mines and former producers.
The Itogon project is an exploration project with an extensive database of previous work, including drilling, metallurgical testwork and surface sampling. This work enabled a number of historical resource estimates to be completed by former operators, as well as a scoping level study on a potential heap leach operation. All historical work was completed by reputable international companies including BHP Engineering and Kvaerner Davy. However, as all significant work was completed in the late 1990s or earlier the historical resource estimates do not comply with any current Standard, as that term is defined by the AIM Note for Mining, Oil & Gas Companies, and have not been disclosed here.
The exploration target in the Itogon project area is a steeply dipping wide hydrothermal or epithermal gold-silver system. At least five gold and silver bearing quartz veins have been mapped and are indicated to be continuous (especially the main vein) or semi continuous and steeply dipping (near vertical). The five sub parallel vein sets are recognised as occurring within a zone up to 250m wide and up to 600m long.
A technical report on the Itogon project filed by Tiger, dated 28 May 2011 and downloadable from the Canadian securities database SEDAR.com stated an overall resource target for the project “of the order of 0.5 to 1 million ounces of gold”. The author of the report, Jaime C. Zafra, also expressed the opinion that “a potential self-draining open pit on the main vein could host in the order of 300,000oz gold”. These are statements of opinion rather than resource estimates and should be considered highly speculative and subject to the results of future exploration.
Adjacent and Nearby Properties
On the north-east boundary of the Itogon project is a project area controlled by Indophil Resources (ASX: IRN). Indophil calls this area its Itogon project, and has completed extensive drilling in the area with encouraging published results. The area is reported by Indophil to have produced 1.22 million oz of gold historically. On the south-west boundary of Cordillera Tiger’s Itogon project is a former producing gold mine owned by Omico Corporation of the Philippines. In addition, the Acupan and adjoining Balatoc deposits controlled by Benguet Corporation, a large Philippine mining company, are located approximately 3km from the Itogon project.
Climate and Infrastructure
Grid power is accessible close to the Itogon project and water is available within the project area from a river and springs. The climate of northern Luzon is tropical, with high humidity and warm year round temperatures, and a monsoon season from June to October. It is possible to operate at the Itogon project year round. The project area consists of moderate to rugged terrain with elevations ranging from 1,100m to 1,500m, and is vegetated by second growth pines and mountain shrubs.
The project is held by Cordillera Tiger, a 100% beneficially owned subsidiary of Tiger incorporated in the Philippines, under a granted exploration permit (the “EP”). The EP covers approximately 330 hectares and was granted on 15 February 2011 for an initial period of two years. The permit is renewable for periods of 2 years up to a maximum of 6 years. After 6 years, the permit may be renewed for a further 2 years for the purpose of completing feasibility studies and making application for a mining licence. Tiger confirms that immediately prior to 15 February 2013 Cordillera Tiger submitted in good order an application for a two year extension to the EP. Confirmation of the extension is awaited.
Under Philippine law the holder of an exploration permit who determines the commercial viability of a mining project may, within the term of the permit, file with the relevant government authorities a declaration of mining project feasibility accompanied by a work program for development. The approval of such filing and compliance with other requirements under Philippine law and regulation entitle the holder to an exclusive right to a mineral production sharing agreement or other mineral agreements or financial or technical assistance agreement (in general terms, and for the purposes of this news release, a mining licence).
SUMMARY TERMS OF THE AGREEMENT
The Agreement is subject to due diligence by ECR and, if required, to approval by the TSX Venture Exchange. However even if TSX Venture Exchange approval is required, Tiger may elect to proceed in its absence. ECR will complete its due diligence within 60 days of the date of the Agreement.
The period during which ECR may exercise its right to earn a 50% interest in the Itogon project (the “Earn-in Period”) will run for 5 years commencing on (the “Commencement Date”) the later of: the date on which Cordillera Tiger receives absolute confirmation that the EP has been extended for a further two years from February 15 2011; the date on which ECR notifies Tiger that ECR has completed due diligence to its satisfaction; and the date on which, if required, TSX Venture Exchange approval of the Agreement is received by Tiger or Tiger elects to proceed without such approval.
ECR’s 50% interest in the Itogon project, once earned, will be satisfied by means of a 50% beneficial shareholding in Cordillera Tiger, although in some circumstances other mechanisms may be employed to vest fully in ECR its 50% interest.
Exercise of the Earn-in Option
ECR may exercise the Earn-in Option in the following manner:
- by ensuring the completion of such work and the making of such expenditures as may be necessary to obtain for Cordillera Tiger a mining licence in respect of the Itogon property on or before the fifth anniversary of the Commencement Date (subject to force majeure provisions);
and by making payments to Tiger as follows:
- on the Commencement Date ECR shall pay to Tiger USD 100,000 in cash;
- on completion by ECR, for Cordillera Tiger, of a mineral resource estimate or estimates in respect of the Itogon project exceeding 200,000 ounces contained gold equivalent and compliant with CIM (Canadian Institute of Mining, Metallurgy & Petroleum) standards, ECR shall pay to Tiger USD 300,000 in cash;
- on a mining licence being obtained by ECR, for Cordillera Tiger, in respect of the Itogon project, ECR shall pay to Tiger USD 500,000 in cash;
- on commencement of commercial production at the Itogon project, ECR shall pay to Tiger USD 500,000 in cash.
Through Cordillera Tiger, ECR will be the operator of the Itogon project during the Earn-in Period, and will make all decisions relating to operations, in consultation with and with the assistance of Tiger where appropriate. From the Commencement Date and during the currency of the Earn-in Option, ECR will be obligated to make the minimum expenditures and to take any other actions required under the EP or otherwise by law or regulation to maintain Cordillera Tiger’s title to the Itogon project in good standing.
Termination of the Earn-in Option
The Earn-in Option will terminate if:
- ECR has not obtained, for Cordillera Tiger, a mining licence in respect of the Itogon project by the fifth anniversary of the Commencement Date; or
- ECR has not completed, for Cordillera Tiger, an initial drilling programme of a minimum 1,000m at the Itogon project by the end of calendar year 2013, or, if the Commencement Date is within four months of the end of calendar year 2013 or if all necessary government and regulatory permissions for the initial drilling program have not been received within four months of the end of calendar year 2013, by the date that is four months from the later of the Commencement Date or the date all necessary government and regulatory permissions for the initial drilling program are received; or
- if ECR fails to contribute minimum expenditure in respect of the Itogon project of USD 200,000 during each year of the earn-in, or as required under the EP and otherwise by law or regulation to maintain Cordillera Tiger’s title to the Itogon project in good standing, whichever is greater;
- ECR elects not to exercise the Earn-in Option.
If the Earn-in Option is terminated before it has been exercised and as at the date of termination ECR has contributed a minimum of USD 500,000 of expenditure to the Itogon project and completed a mineral resource estimate compliant with CIM standards, ECR shall have acquired a 25% interest in the project. ECR’s 25% interest will be satisfied by means of a 25% beneficial shareholding in Cordillera Tiger, although in some circumstances other mechanisms may be employed to vest fully in ECR its 25% interest
Following Exercise of the Earn-in Option
Following the exercise of the Earn-in Option by ECR to earn a 50% interest in Cordillera Tiger and thereby the Itogon project; or in the event of termination of the Agreement and the Earn-in Option leaving ECR with a 25% interest in Cordillera Tiger, expenditures in connection with Cordillera Tiger and the Itogon project will be contributed by ECR and Tiger pro rata to their respective interests. Either party may elect not to provide such funding, but after making such an election would see its interest in the project diluted according to a formula determined to be fair and reasonable by the statutory auditors of each party making such determination jointly.
Following exercise of the Earn-in Option ECR shall cease to be the operator of the Itogon project. The management and operation of the project will then revert to the board of directors of Cordillera Tiger, the composition of which shall reflect the respective interests of ECR and Tiger in Cordillera Tiger.
Area of Interest
ECR and Tiger have declared an area of interest (the “Area of Interest”) extending 50km in all directions from the boundaries of the Itogon project. If either ECR or Tiger wishes to acquire any additional mineral project within the Area of Interest, it is obligated to offer the other party the opportunity to participate in and fund on a 50% basis such acquisition and the subsequent development of the relevant project.
Notwithstanding these arrangements, ECR and Tiger have agreed to consider two specific projects identified by Tiger on the basis that ECR would fund 100% of the acquisition costs of such projects and the costs of obtaining a mining licence in each case. However, ECR has no obligation to do so, and will consider each project on its merits in due course. No payments would be due to Tiger in connection with either project. If it is decided to proceed, an earn-in and joint venture agreement or agreements would be entered into separately from the Agreement.
Stephen Clayson, Director & Chief Executive Officer of ECR, has been a director of Cordillera Tiger since May 2007 but receives no remuneration for serving as such and holds no shares or other interest in Cordillera Tiger or Tiger.
ABOUT ECR MINERALS PLC
ECR is a mineral development company with, among other interests, the right to earn a 50% interest in the Itogon gold-silver project in the Philippines; 100% ownership of the Sierra de las Minas gold project in La Rioja Province, Argentina; and a substantial minority stake in THEMAC Resources Group Ltd (TSX-V: MAC), which is focused on the development of the Copper Flat copper-molybdenum-gold-silver porphyry project in New Mexico, USA.
FOR FURTHER INFORMATION PLEASE CONTACT:
|ECR Minerals plc|
|Paul Johnson, Non-Executive Chairman||Tel:||+44 (0)20 7929 1010|
|Stephen Clayson, Director & Chief Executive Officer|
|Daniel Stewart & Company plc|
|David Hart/Antony Legge||Tel:||+44 (0)20 7776 6550|