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Adventus Signs Agreement to Earn 75% Interest in Salazar's Curipamba Project

Adventus Zinc Corporation and Salazar Resources Limited are pleased to announce that they have entered into a definitive option agreement whereby Adventus may earn a 75% interest in Salazar's Curipamba Project located in Ecuador by funding exploration and development expenditures of US$25 million over the next five years.

A feasibility study is expected to be completed within 3 years, after which Adventus is required to fund 100% of the development and construction expenditures to commercial production.

Adventus and Salazar plan to jointly explore for volcanic massive sulphide ("VMS") as well as hydrothermal gold-silver style deposits within the Project's approximately 21,500 hectare concession area, alongside working on the completion of a feasibility study, which is on the path towards potential future production at the Project. In addition to the Project, both companies are excited to announce that they have also formed an exclusive exploration alliance to explore for additional zinc-related deposits in Ecuador outside of the Project area.

Highlights of the Project

  • Project hosts the PEA-stage El Domo deposit. The most recent NI 43-101 El Domo resource released by Salazar consists of an indicated mineral resource of 6.08 Mt grading 2.33% Cu, 3.06% Zn, 0.28% Pb, 2.99 g/t Au and 55.8 g/t Ag and an inferred mineral resource of 3.88 Mt grading 1.56% Cu, 2.19% Zn, 0.16% Pb, 2.03 g/t Au and 42.9 g/t Ag, which can be viewed in the January 16, 2015, "CURIPAMBA PROJECT - EL DOMO DEPOSIT AMENDED AND RESTATED PRELIMINARY ECONOMIC ASSESSMENT CENTRAL ECUADOR," prepared by Gustavo Calvo Martin, M.Sc.A., P. Geo and Adam Johnston, B. Eng, FAusIMM (the "2015 PEA").
  • The 2015 PEA (prior to subsequent positive changes to the mining tax code) outlined an open pit and underground mining project with a 30% IRR (for further particulars, please refer to the 2015 PEA, a copy of which was filed on SEDAR on January 21, 2015). Adventus and Salazar believe significant opportunities exist to grow the size of the Project, while also improving the IRR. The Project is expected to produce separate copper, zinc and lead concentrates, with significant precious metals credits, which will be exported from the port of Guayaquil to international markets. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss or dilution. The 2015 PEA is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the 2015 PEA will be realized. There is also no certainty that the inferred mineral resources will be converted to measured and indicated categories through further drilling, or into mineral reserves once economic considerations are applied.
  • The El Domo deposit is sub-horizontal, with approximate dimensions: 900 metres long, 300-500 metres wide and 10 metres thick, starting 35 metres from surface. It is located in low-lying hills approximately 35 km from the Pan-American highway with multiple road access routes. Several potential power and water infrastructure options have been identified, with Ecuador having one of the lowest power costs in Latin America.
  • Adventus and Salazar believe significant exploration potential exists to expand the El Domo deposit and to find additional deposits within the greenfield project, which was discovered in 2008. During 2017, Salazar completed approximately 10,000 m drill program including step-out drilling, highlighted by a step-out hole of 16.6 metres averaging 3.66 g/t Au, 117.40 g/t Ag, 4.88% Cu and 5.36% Zn (see Salazar's May 15, 2017 press release). There are several discrete high priority exploration targets near the El Domo deposit, including an undrilled 15 metre channel sample of 39 g/t Au and 741 g/t Ag (see Salazar's April 25, 2007 press release).
  • With funding from Adventus, a detailed airborne geophysical program on the full land package is expected to be completed for the first time, followed by regional exploration to discover new deposits. The airborne geophysical program is expected to commence in Q4 2017.

Christian Kargl-Simard, President and CEO of Adventus, commented, "Adventus is excited to become involved in such a high-quality exploration and development project and exploration alliance with a strong local partner in Salazar. This alliance represents an important step for Adventus towards its goal of becoming a leading global zinc exploration and development company. We are excited to invest and operate in Ecuador since the country has demonstrated its renewed commitment to economic growth by creating a welcoming climate for mining investment. Fredy Salazar has developed a sound reputation in Ecuador as a geologist involved in several significant discoveries, and as a steward of the Project among its local stakeholders. We look forward to working closely with Fredy and his team to create value for our respective shareholders and the people of Ecuador."

Fredy Salazar, President and CEO of Salazar, commented, "Salazar is pleased to be working with Adventus to advance the Curipamba Project to the development stage. Adventus was chosen as our partner as Adventus is a strong and well-backed financial partner who can assist us in developing the Project. We look forward to implementing our planned work programs at the Curipamba Project and are confident this agreement will ensure long term returns to Salazar's shareholders. In addition to the work at the Project we have already begun planning for exploration of additional zinc-related deposits in Ecuador outside of the Project area. We have identified several opportunities and the funding from Adventus will allow us to rapidly advance our prospect generation work programs."

Transaction Summary

Adventus may earn a 75% ownership stake in the Project (by way of a 75% equity interest in the company that indirectly holds the Curipamba Project) by incurring US$25 million in expenditures at the Project over the next 5 years, including the completion of a feasibility study on the El Domo deposit, subject to certain exceptions. A feasibility study is expected to be completed within 3 years, after which Adventus is required to fund 100% of the development expenditures to commercial production. Upon achievement of commercial production, Adventus will receive 95% of the dividends from the Project until its aggregate investment, including the US$25 million, has been recouped minus the approximate Salazar carrying value of US$18.2 million, after which dividends will be shared on a 75%/25% pro-rata basis with Salazar. In certain circumstances where Project development is delayed post earn-in, Adventus' ownership position could be diluted. Adventus will lead the development of the Project with a steering committee consisting of two representatives from Adventus and one representative from Salazar.

During the Option period, Salazar, as the established local partner, shall help manage exploration and stakeholder relations relating to the Project in return for a 10% management fee worth a minimum of US$350,000 per year. In addition, Adventus will provide Salazar with a US$250,000 per year advance payment until the achievement of commercial production, to a maximum cumulative total of US$1.5 million. The advance payment is to be repaid preferentially to Adventus upon start of commercial production.

As part of the definitive option agreement, a shareholders' agreement between Adventus and Salazar shall become active once Adventus exercises its option to earn the 75% interest in the Project. Adventus shall retain 100% of the off-take rights on a commercially reasonable arms length basis and arrange any future financing package on behalf of the partners. Each party shall retain a right-of-first-offer on each other's interest after the option has been exercised. As at June 30, 2017, Salazar's wholly-owned Ecuadorian subsidiary holding the Project had assets of US$18.3 million, current liabilities of US$0.186 million, long term liabilities of US$18.9 million of which US$18.8 million related to an inter-company loan with Salazar (which loan will be an asset of the company that indirectly holds the Curipamba Project), revenues of nil and a net loss of US$0.277 million for the six month period ended June 30, 2017.

Adventus and Salazar have signed an exploration alliance memorandum of understanding ("MOU") to jointly explore for zinc-related deposits in the Republic of Ecuador. The venture is owned 80%/20% by Adventus and Salazar respectively, with Salazar operating the alliance in Ecuador, while Adventus shall fund commercial activities of new and approved exploration projects up to a construction decision. A steering committee will consist of two representatives from Adventus and one representative from Salazar.

Salazar and Adventus have received 50% plus one shareholder approval by written consent and conditional TSX-V approval ahead of this announcement. Closing of the transaction is expected upon final TSX-V approval, and the start of the Option will occur once Salazar has completed an internal reorganization. Adventus and Salazar are "non-arm's length parties" as they share an "insider" (each within the meaning of the policies of the TSX-V) in common.

In accordance with NI 43-101, Adventus will file a technical report in respect of the Curipamba Project on SEDAR within 180 days from the date hereof.

The scientific and technical information contained in this news release has been reviewed and approved by Kieran Downes, Ph.D., P.Geo. a Qualified Person as defined by National Instrument 43-101.

Dr. Lawrence Winter is the Qualified Person who has reviewed the Salazar disclosure referenced in this press release on behalf of Adventus. To the best of Adventus' knowledge, information, and belief, there is no new material scientific or technical information that would make the disclosure of Salazar's mineral resources or the technical report inaccurate or misleading.


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