ValOre Metals Corp. (TSX‐V: VO)
("
ValOre"
) today announced it has
entered into an arm’s length, binding agreement (the
"
Agreement"), effective as of May 24, 2019, with
Jangada Mines PLC ("
Jangada") to purchase all of
Jangada's Pedra Branca project ("
Pedra Branca
Project" or the "
Project") through the
purchase of 100% of Jangada’s shareholdings (the “
Pedra
Branca Shares”) in the Brazilian holding company Pedra
Branca Brasil Mineracao Ltda (the "
Acquisition").
Pedra Branca Platinum Group Metals
District
The Pedra Branca
Project is a Platinum Group Metals (“PGM”)
District located in north-eastern Brazil covering a total area of
38,940 hectares (96,223 acres) that comprises 38 exploration
licenses. An independent National Instrument 43-101 resource
estimate (the “Mineral Resources Estimates”)
comprised of 5 distinct deposit areas hosts an inferred resource of
1,165,500 ounces PGM+Gold (Palladium, Platinum and Gold; Pd, Pt+Au)
in 28.8 million tonnes (“Mt”) grading 1.26 grams PGM+Gold per tonne
(“g PGM+Au/t”). PGM mineralization outcrops at
surface and all of the inferred resources are potentially open
pittable.
Jim Paterson, Chairman
& CEO of ValOre, stated: “The exploration potential of the
Pedra Branca Project from both a resource expansion and greenfields
perspective is highly compelling, with numerous property-wide
surface to near-surface, PGM targets. This Acquisition meets
ValOre’s criteria in three key areas: high-value metal
mineralization on a large scale; substantial project investments by
previous operators; and obvious exploration strategies and process
improvements which can be implemented by ValOre to add significant
value to the project.”
The Pedra Branca
Project is accessed by a national paved highway from the port city
of Fortaleza (population approximately 3 million). The small town
of Capitão Mor is situated within the west-central Project area,
and provides all necessary basic infrastructure, including: energy,
water, housing, office space, core storage and logging facilities,
telephone access and internet. The Pedra Branca tenements are
accessible throughout by a network of dirt roads and jeep tracks.
Given the arid local climate and minimal annual rainfall, roadways
remain in excellent shape year-round.
Material Terms
of the Acquisition
In return for acquiring the Pedra Branca Shares,
ValOre will give the following consideration to Jangada:
(a) issuance
and allotment of 25,000,000 ValOre common shares
("Consideration Shares") on the date of closing of
the Acquisition; and
(b) cash
payments to Jangada in the aggregate of C$3,000,000, as
follows:
(i)
exclusivity payments totalling C$250,000 (paid);
(ii)
C$750,000 payable on closing of the Acquisition;
(iii)
C$1,000,000 on, or before, three (3) months after the closing of
the Acquisition; and
(v)
C$1,000,000 on, or before, six (6) months after the closing of the
Acquisition.
The closing of the Acquisition is subject to
conditions precedent which are normal for transactions of this
nature, including necessary shareholder and regulatory approvals.
The Acquisition is not subject to any finders fees.
Upon closing of the
Acquisition, Jangada will have the right to appoint up to two (2)
members to ValOre’s Board of Directors for a two (2) year term. The
term may be extended if mutually agreed in writing by ValOre,
Jangada and each of the nominee board members.
Private
Placement
ValOre plans an equity financing of not less
than C$3,000,000 (the "Financing") to fund
transaction costs of the Acquisition, exploration expenditures on
the Project and for general working capital. The terms of the
Financing, and any potential advisory fees payable related to
successfully completing the Financing and/or the closing of the
Acquisition, will be determined in the context of the market and
will be announced at a later date. Completion of the Financing is
subject to acceptance by the TSX Venture Exchange.
Overview of
the Pedra Branca NI 43-101 Inferred Resource
In conjunction with the acquisition of the Pedra
Branca Project, ValOre commissioned Lions Gate Geological
Consulting Inc. (“LGGC”) to prepare an inferred
resource estimate and corresponding technical report (the
"Technical Report") in compliance with National
Instrument 43-101 – Standards of Disclosure for Mineral Projects
("NI 43-101"). The Technical Report will be made
available on SEDAR (www.SEDAR.com) along with other filing
documents within 45 days of the issuance of this news release.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/675cc3fb-2397-45c9-b928-03b572926320
Notes:
- All mineral resources have been estimated in accordance with
Canadian Institute of Mining and Metallurgy and Petroleum
(“CIM”) definitions, as required under NI
43-101.
- Mineral resources are reported in relation to a conceptual pit
shell in order to demonstrate the potential for economic viability,
as required under NI 43-101; mineralization lying outside of these
pit shells is not reported as a mineral resource. Mineral
resources are not mineral reserves and do not have demonstrated
economic viability – see “Compliance with National Instrument
43-101” below. All figures are rounded to reflect the
relative accuracy of the estimate and therefore numbers may not
appear to add precisely.
- Mineral resources are reported at a cut-off grade of 0.65 g/t
Pd+Pt+Au. Cut-off grades are based on metal prices of US$1,000,
US$860 and US$1,250 per ounce of palladium, platinum and gold and a
number of operating cost and recovery assumptions.
- An Inferred Mineral Resource has a lower level of confidence
than that applying to an Indicated Mineral Resource and must not be
converted to a Mineral Reserve. It is reasonably expected that the
majority of Inferred Mineral Resources could be upgraded to
Indicated Mineral Resources with continued exploration.
Cut-Off Grade and Prospects for Economic
Extraction
The cut-off grades of 0.65 g/t combined
palladium-platinum-gold (2PGE+Au) which is equivalent to a
palladium, platinum and gold price assumptions of approximately
US$1,000, US$860 and US$1,250/ounce, respectively, and based on
cost estimates from similar projects. Prospects for eventual
economic extraction of the mineral resources, as required by CIM
definitions, were demonstrated by developing conceptual pit shells
using a Lerchs-Grossman algorithm and input parameters derived from
preliminary cost estimates associated with pre-feasibility level
engineering studies, as outlined in the following table. Only
mineral resources above the cut-off and within the mineral
resource-limiting pits are reported; mineralization falling below
this cut-off grade or outside the resource-limiting pits are not
reported, no matter what the grade.
Palladium-Platinum-Gold Cut-off Grade
Calculation Parameters
Input Parameters |
Units |
Cost (US$) |
Notes |
|
|
Mining Cost - Resource |
$/tonne mined |
1.50 |
Includes mining G&A |
|
Mining Cost – Waste |
$/tonne mined |
1.50 |
Includes mining G&A |
|
Processing Cost |
$/tonne mined |
13.50 |
Includes G&A costs |
|
Pd Recovery |
% |
69 |
|
|
Pt Recovery |
% |
68 |
|
|
Au Recovery |
% |
40 |
|
|
Pit Slopes |
degrees |
45 |
|
|
Pd Selling Price - Base Case |
$/oz |
1,000 |
|
|
Pt Selling Price - Base Case |
$/oz |
860 |
|
|
Au Selling Price - Base Case |
$/oz |
1,250 |
|
|
Mining dilution |
% |
0 |
|
|
Mining recovery |
% |
100 |
|
|
Assumptions used to derive the cut-off grades
and define the resource-limiting pits are estimated in order to
meet the requirements defined by CIM for mineral resource estimates
to demonstrate “reasonable prospects for eventual economic
extraction”.
Mineral Resource Estimate Methodology
The mineral resource estimates for Pedra Blanca
were prepared to industry standards and best practices using
commercial mine-modeling and geostatistical software. Susan Lomas,
P.Geo. is the Qualified Person responsible for the mineral resource
estimates for the purposes of NI 43-101.
Each deposit was segregated into multiple
estimation domains based on geologic models with the mineral
resources estimated using inverse distance interpolation of capped
composites. Search ellipse orientation and anisotropy were based on
structural and geological controls.
Mineral resources were estimated using Giovia
GEMS software. Grade domains based on 0.100 g/t 2PGE+Au grades were
constructed within broad geological domains. Two-meter
composites were calculated within the grade domains for each of the
Santo Amaro, Curiu, Cedro, Esbarro and Trapia Deposits. Gold,
platinum and palladium grades were capped where appropriate and
sometimes a Restricted Outlier (RO) strategy was used during grade
interpolation to allow high grades to be used locally but not
impact distal blocks.
Grades were interpolated using Inverse Distance
Squared (ID2) and Nearest Neighbour (NN) methods. For the
Curiu, Cedro and Esbarro domains a minimum of 4 and maximum of 15
composites were used while at Trapia and Santo Amaro a minimum of 3
and maximum of 12 composites were used. In all cases a
minimum of two drill holes were required for grade to be
interpolated into a block.
Model validation included a visual inspection by
sections and plans, global bias checks and local bias checks using
swath plots.
A full description of the modeling methodologies for each
deposit will be included in a technical report scheduled for
release within 45 days.
Compliance with National Instrument 43-101
The technical information in this news release
has been prepared in accordance with Canadian regulatory
requirements set out in NI 43-101 and reviewed and approved by
Colin Smith, P.Geo., New Project Review for ValOre., and a
Qualified Person.
Susan Lomas, P.Geo., of LGGC is the Qualified
Person, as defined in NI 43-101, responsible for the mineral
resource estimates as reported herein. She has read and approved
the relevant technical portions of this news release related to the
mineral resource estimates for which she is responsible.
Mineral resources that are not mineral
reserves do not have demonstrated economic viability. Mineral
resource estimates do not account for mineability, selectivity,
mining loss and dilution. These mineral resource estimates
include inferred mineral resources that are considered too
speculative geologically to have economic considerations applied to
them that would enable them to be categorized as mineral reserves.
However, it is reasonably expected that the majority of Inferred
Mineral Resources could be upgraded to Indicated Mineral Resources
with continued exploration.
Forward
Looking Statements
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this release.
Certain statements within this news release,
other than statements of historical fact relating to ValOre, are to
be considered forward-looking statements with respect to the terms
and the timing of the Acquisition, ValOre’s intentions for the
Pedra Branca Project in Brazil, the exploration potential of the
Pedra Branca Project, the timing of the filing of the Technical
Report, the Mineral Resources Estimates, and the terms and timing
of the proposed Financing. Forward-looking statements include
statements that are predictive in nature, are reliant on future
events or conditions, or include words such as "expects",
"potential", "anticipates", "plans", "believes", "considers",
"significant", "intends", "targets", "estimates", "seeks",
attempts", "assumes", and other similar expressions.
The forward-looking statements are based on a
number of assumptions which, while considered reasonable by ValOre,
are, by their nature, subject to inherent risks and uncertainties
and are not guarantees of future performance. Factors that could
cause actual results to differ materially from those in
forward-looking statements include: the receipt of and timing of
any required approvals, the timing of the preparation of the
Technical Report the interpretation of previous and current
results, the accuracy of exploration results, the accuracy of
Mineral Resource Estimates, the anticipated results of future
exploration, the forgoing ability to finance further exploration,
delays in the completion of exploration, the future prices of PGM
and gold, and other metals, and general economic, market and/or
business conditions. There can be no assurances that such
statements and assumptions will prove accurate and, therefore,
readers of this news release are advised to rely on their own
evaluation of the information contained within.
Although ValOre has attempted to identify
important risks, uncertainties and other factors that could cause
actual performance, achievements, actions, events, results or
conditions to differ materially from those expressed in or implied
by the forward-looking statements, there may be other risks,
uncertainties and other factors that cause future performance to
differ from what is anticipated, estimated or intended. Unless
otherwise indicated, forward-looking statements contained herein
are as of the date hereof and ValOre does not assume any obligation
to update any forward-looking statements after the date on which
such statements were made, except as required by applicable
law.
Jim Paterson, CEO; Phone: 778-773-9882
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