The Group has the right to acquire a 70% interest in the Project, with the provision for an early buy-out of Coro’s interest subject to Coro’s retention of a 2.5% Net Smelter Return ("NSR") on the production of all payable metals from the Project, except gold. Coro and the Group will work diligently to structure and execute a Definitive Agreement ("DA") expeditiously.
Alan Stephens, President and CEO of Coro commented, "Coro has been seeking a partner for San Jorge for some time and we are very pleased to have now reached agreement with Aterra and Solway for them to acquire a 70% interest in the Project. We firmly believe that the introduction of these two well-funded and experienced companies to the Project will be well received by the provincial and national governments in Argentina and result in its accelerated development. This agreement will allow our shareholders to participate in the future development and operation of San Jorge, either through our 30% interest or by ownership of a valuable NSR.
We are now fully focused on advancing our Chilean assets, particularly the development of our Berta project, where we recently announced a preliminary agreement with a third party to treat pregnant leach solution at their plant. We also plan to further drill test our exciting El Desesperado project, located in the Chuquicamata district, and we are looking forward to the results of our partner’s work at Payen over the coming months. This year of very difficult market conditions has been one of transition for Coro, and we end it having successfully brought in partners for San Jorge, Berta and Payen, which is a testament to the quality of our projects."
Principal Terms of the HOA
The Group may acquire a 70% interest in the Project by; paying Coro US$200,000 upon signing the HOA, US$300,000 within 6 months from signing the DA, US$500,000 within 12 months from signing the DA, and US$500,000 within 24 months from signing the DA; funding all of the costs required to advance the Project to the Exercise Date, including an independent, bankable Definitive Feasibility Study, completed to NI43-101 standards ("the BFS"); keeping the Project and Minera San Jorge in good standing; and, prior to the Exercise Date, paying all of the advance royalty payments pursuant to the underlying San Jorge Purchase and Royalty Agreements between Coro and its subsidiaries, and Franco-Nevada Corporation and Franco-Nevada LRC Holdings Corp (together "Franco-Nevada").
The Exercise Date is the date that the Group informs Coro of its decision to place the Project into commercial production or the completion of the BFS.
The Group will be appointed Operator from the date of signature of the HOA and for the duration of the Option Period.
After the Exercise Date, the parties shall finance the further development of the Project pro-rata to their interest in the Project. In the event that Coro elects not to contribute its 30% share of the costs of further development of the Project, its interest will be subject to dilution. In the event that Coro’s interest is diluted to 10%, its interest shall immediately be converted to a 2% NSR on the production of all metals from the Project, except gold.
The Group will have the option to acquire 100% of the Project by paying Coro US$3,000,000 in cash at any time within 6 months from signing the DA or US$5,000,000 in cash at any time within 18 months from signing the DA. The outstanding cash payments referred to above would also become due and payable upon exercise of either of these options to acquire 100% of the Project. In the event that the Group elects to exercise its option to acquire a 100% interest in the Project, Coro will retain a 2.5% NSR on the production of all metals from the Project, except gold.
Prior to the Exercise Date and upon the Group’s completion of an expenditure of US$10,000,000 on Project development and other costs, the Group will earn a 50% interest in the Project. If the Group elects not to proceed to the Exercise Date at its sole cost, Coro and the Group shall form a 50/50 Joint Venture and may elect to fund the outstanding Project costs on a pro-rata basis, with both Parties being subject to dilution. In the event that either Party’s interest is diluted to 10%, its interest shall immediately be converted to a 2% NSR on the production of all metals from the Project, except gold.
Franco-Nevada’s consent, as required under the underlying San Jorge Purchase and Royalty Agreements, is a condition precedent to the occurrence of the earlier of (i) the execution of the DA, and (ii) the Group earning or acquiring an interest in the Project or MSJ. In the event that Franco-Nevada’s consent is unreasonably withheld, Coro shall be required to reimburse the Group for all payments made to Franco-Nevada by the Investor and all payments made to Coro by the Group, and other reasonable and verifiable costs incurred directly on the Project under this HOA and the Group shall have no further interest in the Project.