Malbex Resources Inc. ("Malbex") is pleased to announce that it has entered into an agreement with Barrick Gold Corporation ("Barrick") pursuant to which Barrick has agreed to acquire the balance of Malbex's interest in the Del Carmen project in San Juan Province, Argentina (the "Del Carmen Project") for US$4,750,000 (the "Proposed Transaction").
As of the date hereof, Malbex's interest in the Del Carmen Project is held through an entity which holds the exploration agreement covering the Del Carmen Project, and is 95% owned by a wholly-owned subsidiary of Malbex and 5% owned by a wholly-owned subsidiary of Barrick (the "Joint Venture Company"). The Joint Venture Company is operated by Barrick pursuant to a shareholders' agreement (the "Shareholders' Agreement"), which provides, among other things, that Barrick has the option to earn a 51%, and then a 75% interest, in the Del Carmen Project by meeting certain expenditure requirements contained in the Shareholders' Agreement. The Shareholders' Agreement further provides for Barrick to become the owner of 100% of the shares of the Joint Venture Company if Malbex's interest at any time falls to 10% or less of the outstanding shares pursuant to a dilution mechanism. In lieu of possible future dilution, the Proposed Transaction accelerates the consolidation of Barrick's interest in the Joint Venture Company in exchange for the certainty of a substantial upfront payment to Malbex and a 0.5% net smelter royalty on the Del Carmen Project granted to Malbex.
The Proposed Transaction will be completed by Malbex transferring its 95% interest in the Joint Venture Company to a wholly-owned subsidiary of Barrick. Following the closing of the Proposed Transaction, the Joint Venture Company will be 100% controlled by Barrick and the Shareholders' Agreement will be terminated.
The closing of the Proposed Transaction is conditional on, among other things, the approval of the TSX Venture Exchange ("TSX-V").