Etna Resources Inc. Announces Option to Indirectly Acquire Lithium Rights in Existing Geothermal Operation
December 21 2009 - 8:57AM
Marketwired
Etna Resources Inc. ("Etna") (TSX VENTURE: ETN) is pleased to
announce that it has entered into a Share Option Agreement (the
"Option Agreement") dated December 18, 2009, with Escondidas
Internacional S.A. de C.V., a privately held Mexican corporation
("Escondidas") and the shareholders of Escondidas (the
"Shareholders"). Following the entry into the Option Agreement, the
Shareholders granted an option to Etna to acquire 76% of the shares
of Escondidas (the "Option"). Escondidas has entered into a joint
venture and development agreement (the "CPI Joint Venture") with
CPI Internacional S.A. de C.V., a privately held Mexican
corporation ("CPI"), whereby CPI and Escondidas have agreed to
jointly process lithium and precious metals in the Cierro Prieto
geothermal brines that are owned by CPI through concessions and
located in Baja California, Mexico, roughly 30 km south of the city
of Mexicali.
CPI is the owner of concessions granted by the Mexican Federal
Water Commission that hold residual brine waters which are produced
from deep wells at Cierro Prieto by the Mexican Federal Electrical
Commission (the "MFEC"). The MFEC operates the Cierro Prieto
geothermal power plant, which, at 720 MW, is the second largest
such plant in the world. MFEC pumps brines from these deep wells
and diverts the steam fraction to its power plant, delivering the
residual brines to CPI.
The CPI Joint Venture calls for Escondidas and CPI to mutually
exploit, industrialize and commercialize lithium chloride minerals
and derivative lithium products from the brines. At a minimum,
Escondidas will receive a 33% interest carried through production
of lithium products. Should CPI be unable to provide project
financing for the lithium production facilities, Escondidas has the
opportunity to bring project financing and increase its interest in
any lithium project and resultant products.
Upon the exercise of the Option, Etna will acquire the
irrevocable right to receive 76% of the issued and outstanding
shares of Escondidas held by the Shareholders. In consideration for
the Option, Etna has agreed to pay or issue the following on the
closing date of the Option Agreement on a pro rata basis: (i)
payment of US$125,000 to the Shareholders; (ii) issuance of
10,300,000 common shares in the capital of Etna to the
Shareholders; and (iii) issuance of 7,500,000 warrants (each, a
"Warrant") to the Shareholders, each Warrant of which entitles the
Shareholder to acquire an additional Etna share at the exercise
price of CDN$0.50 per share for a period of two years from the
closing date. In addition, Etna is obligated to pay to the
Shareholders the following sums on a pro rata basis: (i) US$500,000
6 months from the date of closing; (ii) US$500,000 12 months from
the date of closing; and (iii) US$750,000 18 months from the date
of closing. The proposed acquisition is between arm's length
parties. As a result, the proposed acquisition will not require
shareholder approval from the shareholders of Etna.
The Option Agreement further provides that Etna will pay: (i)
US$150,000 to Escondidas on signing for the repayment of
outstanding indebtedness owed by Escondidas; (ii) US$50,000 to
Escondidas on signing, and US$25,000 on a monthly basis thereafter
until the earlier of the closing date or the termination of the
Option Agreement to cover costs relating to outstanding expenses,
due diligence, legal fees and other general and administrative
expenses of Escondidas; and (iii) US$50,000 to Escondidas at
closing for the repayment of outstanding indebtedness owed by
Escondidas.
Conditions of Closing
The parties have agreed to close the proposed transaction on or
before March 31, 2010, or such other date as the parties may agree
to in writing. Exercise of the Option and completion of the
proposed transaction will be subject to certain conditions
including: (i) completion of the Etna's satisfactory due diligence
review of Escondidas, the CPI Joint Venture, and the concessions;
(ii) receipt of all necessary regulatory and exchange approvals;
and (iii) the amendment of the Charter of Escondidas to provide
certain minority shareholder protection rights.
Business of Escondidas
Escondidas is a private Mexican company established in 2005 and
engaged in the business of acquiring interests in mineral projects
in Mexico. The CPI Joint Venture is the first such project acquired
by Escondidas. The concessions covered by the CPI Joint Venture are
believed to contain lithium and precious metals which may be
developed in commercial quantities. In particular, lithium is
contained in brines which are a residual component of geothermal
power generation at Cierro Prieto, which are delivered to CPI as
owner of the concessions. Etna believes that Escondidas will be
able to capitalize on the substantial existing infrastructure of
the geothermal power plant (well fields, evaporation ponds and
related facilities) which could result in capital and operating
cost savings for purposes of the construction and operation of a
lithium products recovery facility. Moreover, there are limited
exploration risks such as those encountered with typical mining
projects.
On Behalf of the Board,
ETNA RESOURCES INC.
Andrew A. Brodkey, President and CEO
This press release contains projections and forward-looking
information that involve various risks and uncertainties regarding
future events. Such forward-looking information can include without
limitation statements based on current expectations involving a
number of risks and uncertainties and are not guarantees of future
performance of the Company such as the statement that: (i) Etna may
exercise the Option; (ii) the closing of the Option Agreement may
occur and that closing may occur on or prior to March 31, 2010;
(ii) should CPI be unable to provide project financing, Escondidas
has the opportunity to bring the project financing and increase its
interest in any lithium project and resultant products; (iv) the
concessions covered by the CPI Joint Venture are believed to
contain lithium and precious metals which may be developed in
commercial quantities; and (v) Etna believes that Escondidas will
be able to capitalize on the substantial existing infrastructure of
the geothermal power plant which could result in capital and
operating cost savings for purposes of the construction and
operation of a lithium products recovery facility. There are
numerous risks and uncertainties that could cause actual results
and the Company's plans and objectives to differ materially from
those expressed in the forward-looking information, including the:
(i) adverse results from due diligence on Escondidas, material
agreements and the concessions related thereto; (ii) inability to
close the Option Agreement and obtain Exchange approval for any
reason; (iii) adverse market conditions; (iv) a decrease in demand
for and price of lithium; and (v) general uncertainties with
respect to mineral exploration in general. Actual results and
future events could differ materially from those anticipated in
such information. These and all subsequent written and oral
forward-looking information are based on estimates and opinions of
management on the dates they are made and are expressly qualified
in their entirety by this notice.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the 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
"U.S. Securities Act"), or any state securities laws and may not be
offered or sold within the United States or to "U.S. Persons", as
such term is defined in regulations under the U.S. Securities Act,
unless an exemption from such registration requirements is
available.
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 release.
Contacts: Etna Resources Inc. Andrew A. Brodkey President and
CEO 520-989-0022
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