Cadillac Ventures Inc. (TSX VENTURE:CDC) has announced that it has entered into an agreement with Urion Mining International B.V., an indirect wholly-owned subsidiary of Trafigura Beheer B.V., whereby Cadillac will acquire an initial 30% indirect interest in an approximately 51,000 hectare mineral property located 100km north of Lima, the capital city of Peru, and sometimes referred to as the 'Lima Norte property'.
Lima Norte Property
The Lima Norte property is located on the Pacific coast of Peru, geologically it is situated in the volcano-sedimentary Casma Group along the Cretaceous Coastal Basin. The Casma Group hosts several VHMS (Volcanic Hosted Massive Sulphide) deposits and mines in the coastal area of Central Peru, including Perubar, Tambo Grande, Colquisiri, Cerro Lindo and Eliana.
The Property has been flown with airborne Mag and EM by Urion, and a ground prospecting program over copper bearing volcanic outcrop on the Property has been completed. Several airborne anomalies have been identified and high priority drill targets located. These will be the subject of the first program.
The Agreement
In consideration for the Interest, Cadillac will pay CDN$310,000 to Urion, to be satisfied by the issuance of common shares of Cadillac based on the 10-day average closing price of Cadillac's common shares on the TSX Venture Exchange two business days prior to the closing date. In addition, Cadillac will be responsible for the annual payments due in respect of the Property, and will pay to Urion US$127,000 on closing, representing the reimbursement for the first annual payment, payable either in cash or in shares of Cadillac (at Cadillac's option).
Cadillac will have the option to acquire up to an additional 50% indirect interest in the Property by funding expenditures on the Property of at least CDN$2,250,000 over a three-year period. Upon acquisition of the Interest, Cadillac will be appointed as manager of the Property with overall management responsibility for operations on the Property.
Closing is conditional upon satisfaction of customary closing conditions and deliveries, including receipt of applicable regulatory approvals (including acceptance of the TSX Venture Exchange).
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the transaction constitutes a "related party transaction", as Urion is a control person of the Company. The Company is exempt from obtaining both a formal valuation and minority shareholder approval in connection with the transaction because neither the fair market value of assets acquired from Urion, nor the consideration for such assets, exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101.
The Company and Urion intend to complete this transaction in a timely manner. Accordingly, the transaction may close less than 21 days after the date of this press release.
Source: Cadillac Ventures Inc.