TSX-V: MSR
TORONTO, April 5,
2024 /CNW/ - Minsud Resources Corp. (TSXV:
MSR) ("Minsud" or the "Company") is pleased to
announce that, further to the Company's press releases dated
April 13, 2023 and November 27, 2023, Minsud has completed the issue
to South32 Aluminium (Holdings) Pty Ltd. ("South32") of a
50.1% shareholding in Minera Sud Argentina
S.A. ("MSA"), Minsud's indirect Argentinian
subsidiary that holds and operates its flagship Chita Valley
Project. The issue was made in accordance with South32's
earn-in right under the earn-in agreement dated November 1, 2019, as amended (the "Earn-In
Agreement"), between South32, MSA, Minsud and Minsud Argentina
Inc. ("MAI"), a wholly owned subsidiary of the Company.
South32 has subscribed for MSA shares representing a 50.1%
ownership interest (the "MSA Shares") in consideration for
South32's already funded capital contributions to MSA of
C$27 million under the Earn-In
Agreement (the "South32 Initial Capital
Contribution"). Further, MAI will not be obligated to
contribute any amount to an approved program and budget for the
Chita Valley Project until the later of (i) the date on which the
aggregate of the South32 Initial Capital Contribution and future
amounts contributed and funded by South32 in respect of MSA
approved programs and budgets equals C$42
million and (ii) April 5,
2026.
MAI and South32 have entered into a shareholders' agreement to
govern the management and operation of MSA which will include
further exploration and, if economically feasible and agreed by the
shareholders, the development and exploitation of the Chita Valley
Project.
Following South32's acquisition of a majority shareholding, Mr.
Ramiro Massa will no longer act as
Chief Executive Officer of MSA as he will be focusing on his duties
full-time as Chief Executive Officer of Minsud and MAI, which will
include supervision of the joint venture on behalf of Minsud and
participation on MSA's technical and governance committees. He
will, however, engage in part-time consulting activities over the
next six months to facilitate a smooth transition.
Agustin Dranovsky, Minsud's
Director said "We extend our deepest gratitude and appreciation
to Ramiro for his outstanding leadership, dedication, and
contributions during his tenure as CEO of MSA. We are confident
that the strong foundation laid by Ramiro will continue to propel
our company forward."
Minsud also announces that it has exercised its call right under
the Put and Call Option Agreement with Compañía de Tierras Sud
Argentino S.A. ("CTSA") dated May 10,
2011 in connection with the 542,600 shares of MSA not
acquired by the Company in its reverse take-over transaction that
was completed 2011. The Put and Call Option Agreement allows
the remaining 542,600 shares of MSA held by CTSA to be exchanged
for 790,000 common shares of the Company at the option of either
party, at any time. As a result of Minsud's exercise of its
call right, 790,000 common shares of Minsud (the "Minsud
Shares") were issued in exchange for 542,600 shares of MSA that
were held by CTSA.
CTSA is a control person of the Company and the acquisition of
the Minsud Shares constitutes a related party transaction for the
purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company is relying on the exemption from the
formal valuation and minority approval requirements set out in
sections 5.5(a) and 5.7(a) of MI 61-101 as the fair market value
insofar as it relates to interested parties is not more than 25% of
Minsud's market capitalization. The Company did not file a material
change report 21 days prior to the issuance of the Minsud Shares as
the exercise of the call right by the Company had not been
confirmed at that time.
About the Chita Valley Project, San Juan Province:
The Chita Valley Project is a large exploration stage porphyry
system with classic alteration features, widespread porphyry style
Cu-Mo-Au and polymetallic Ag-Pb-Zn mineralization hosted by
Hydrothermal Phreatic Breccias and associated gold and
silver-bearing polymetallic veins of intermediate sulfide
composition that conformed an outcropping porphyry system at Chita
and a lithocap of a porphyry system at Chinchillones. San Juan
Province of Argentina has a robust mining sector and recognizes the
important economic benefits of responsible development of its
substantial Mineral Resource endowment.
About Minsud Resources Corp.
Minsud is a mineral exploration company focused on exploring its
flagship Chita Valley Cu-Mo- Au-Ag-Pb-Zn Project, in the Province
of San Juan, Argentina.
About South32
South32 is a globally diversified mining and metals Company. The
Company's purpose is to make a difference by developing natural
resources, improving people's lives now and for generations to
come. South32 is trusted by its owners and partners to realise the
potential of their resources. South32 produces commodities
including bauxite, alumina, aluminium, copper, silver, lead, zinc,
nickel, metallurgical coal and manganese from our operations in
Australia, Southern Africa and South America. South32 also has a portfolio of
high-quality development projects and options, and exploration
prospects, consistent with its strategy to reshape its portfolio
toward commodities that are critical for a low-carbon future. .
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION:
This news release includes certain information that may
constitute forward-looking information under applicable Canadian
securities laws. Forward-looking information includes, but is not
limited to, statements about strategic plans, spending commitments,
future operations, results of exploration, anticipated financial
results, future work programs, capital expenditures and objectives.
Forward-looking information is necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking information including, but not limited to:
fluctuations in the currency markets (such as the Canadian dollar,
Argentina peso, and the U.S. dollar); changes in national and local
government, legislation, taxation, controls, regulations and
political or economic developments in Canada and Argentina or other countries in
which the Company may carry on business in the future; operating or
technical difficulties in connection with exploration and
development activities; risks and hazards associated with the
business of mineral exploration and development (including
environmental hazards or industrial accidents); risks relating to
the credit worthiness or financial condition of suppliers and other
parties with whom the Company does business; presence of laws and
regulations that may impose restrictions on mining, including those
currently enacted in Argentina;
employee relations; relationships with and claims by local
communities; availability and increasing costs associated with
operational inputs and labour; the speculative nature of mineral
exploration and development, including the risks of obtaining
necessary licenses, permits and approvals from government
authorities; business opportunities that may be presented to, or
pursued by, the Company; challenges to, or difficulty in
maintaining, the Company's title to properties; risks relating to
the Company's ability to raise funds; and the factors identified
under "Risk Factors" in the Company's Filing Statement dated
April 27, 2011 and in other Company
disclosures available on www.sedar.com. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. All
forward-looking-information contained in this news release is given
as of the date hereof and is based upon the opinions and estimates
of management and information available to management as at the
date hereof. The Company disclaims any intention or obligation to
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by law.
Neither the 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.
SOURCE Minsud Resources Corp.
