Gold Terra Resource Corp. ("Gold Terra" or the "Company") is pleased to announce that it has signed a binding letter of agreement pursuant to which it has granted until April 30, 2023 the exclusivity rights to Midas Minerals Limited ("Midas Minerals") to enter into a definitive option agreement with Gold Terra (the "Definitive Agreement").
The Definitive Agreement, among other things, will provide that Midas Minerals can earn up to an 80% participating interest in two stages for only the "Critical Minerals" (pegmatite hosted lithium, tantalum and tin (LI, TA, SN), Lithium-cesium-tantalum (LCT), and rare earths or other rare earth deposits) contained within the Quyta-Bell and Eastbelt blocks totaling 544.7 square kilometres on the Company's 100% owned Yellowknife property holdings excluding the potential gold belt area.
Chairman and CEO, Gerald Panneton, commented, "We are pleased to partner with Midas Minerals, a company with great expertise on lithium and critical minerals exploration. Our large Yellowknife land holdings have tremendous exploration potential for critical minerals in addition to the prolific abundance of gold that the Yellowknife gold district is known for. The deal allows us to continue with our focus on gold exploration in the gold belt area along the Campbell shear while keeping our exposure to the potential for critical minerals discovery at no cost to Gold Terra until a positive bankable feasibility study is completed. The Lithium prospective area is to the East and completely outside our main gold target, the Campbell Shear Gold corridor. In essence, this is a partnering that is expected to bring value to both companies and their shareholders."
- Gold Terra is to receive up to C$ 1.2 million over 3 years, 2.20 million shares of Midas, and retain a 1% Gross Revenue Royalty (GRR) after the 51% earn in.
- Midas Minerals has exclusivity to earn 51% interest in the first 3 years, and up to another 29% interest over the next following 2 years for up to 80% interest in the Critical Minerals rights over a 544.7 square kilometre portion of the Company's Yellowknife property (YP)
- The Yellowknife Lithium Project (YLP) is located East and North in close proximity to Yellowknife, Northwest Territories, Canada.
- More than 100 LCT pegmatites are known in the region, including historic references to lithium and tantalum occurrences within the YLP tenure.
- Midas Minerals plans to commence exploration at YLP in June 2023 and expects to have initial drill targets identified by August 2023.
Definitive Option Agreement
To earn a 51% participating interest, over a period that ends on September 30, 2026, Midas Minerals must pay to the Company the sum of $1.2 million in cash, must deliver to the Company approximately $300,000 worth of common shares of Midas Minerals, must incur exploration expenditures of $5.0 million and must grant Gold Terra a 1% gross revenue royalty on the basis of 100% production of Critical Minerals. Midas Minerals may purchase one-half of the 1% gross revenue royalty (in whole but not in part) for the sum of $5.0 million. Out of the foregoing earn-in requirements, Midas Minerals is committed to pay $100,000 in cash (already paid), issue the Midas Minerals common shares for total value of $300,000, and must incur exploration expenditures of $250,000, on or before September 30, 2023, with the remainder of the earn-in requirements being optional.
If Midas Minerals exercises the option to earn a 51% participating interest, then Midas Minerals can elect to earn an additional 29% participating interest by incurring by no later than September 30, 2028, an additional $5.0 million in exploration expenditures. If Midas Minerals does not elect to earn the additional 29% participating interest (after having earned the 51% participating interest), then Midas Minerals must transfer a 2% participating interest to Gold Terra (so that the participating interests between Gold Terra and Midas Minerals will be 51%/49%).
Gold Terra and Midas Minerals will form a Critical Minerals joint venture upon the exercise by Midas Minerals of the first option (to acquire the 51% participating interest).
If Midas Minerals earns the 80% participating interest, the interest of Gold Terra in the Critical Minerals joint venture will be fully carried until the Critical Minerals joint venture has approved a bankable feasibility study for the development of a Critical Minerals project on any part of the Quyta-Bell and Eastbelt Block of Gold Terra's holdings in Yellowknife, NWT.
The execution and delivery of the Definitive Agreement is subject to standard conditions precedent, including without limitation, the receipt by Gold Terra and Midas Minerals of all requisite regulatory and stock exchange approvals and third party consents, approvals and waivers. Additionally, the Definitive Agreement, the joint venture agreement and the gross revenue royalty agreement must be negotiated by the parties and must be mutually acceptable to Gold Terra and Midas Minerals.
The Yellowknife Lithium Project (YLP) comprises the two adjoining Quyta-Bell and Eastbelt blocks for a total of 544.7 square kilometres:
Eastbelt - Located 4 kilometres east to 30 kilometres northeast of Yellowknife and totalling approximately 173 square kilometres. The Eastbelt block lies adjacent to the Bluefish hydroelectric power station, and road access is reasonable. The Eastbelt block is also subject to an underlying royalty agreement with Osisko Royalties which has an option to purchase up to a 3% NSR.
Quyta-Bell - Located 30 kilometres to 60 kilometres north of Yellowknife and totalling approximately 371 square kilometres. The Quyta-Bell tenements cover a larger underexplored area with favourable geology for both gold and lithium.
The YLP area is shown in Figure 1 below. Both areas have been covered by detailed airborne magnetics and radiometrics, LiDAR and high-resolution aerial imagery providing a foundation defining initial lithium exploration targets.
Geological Setting and Lithium Mineralization
The Yellowknife LCT pegmatite field is situated in the southern part of the Slave Craton and hosted in metamorphosed turbiditic sediments of the Archean age Burwash Formation (ca. 2650-2661 Ma). A number of granitoid bodies intrude the Burwash including the predominately S-type granites of the 2592-2596 Ma Prosperous Lake plutonic suite. There are at least 15 separate intrusions of the fertile Prosperous Lake suite, six of which occur on or adjacent to the YLP.
A large number of LCT pegmatites have been recorded in the Yellowknife LCT pegmatite field particularly in the south, in areas with better access during the 1940s and 1950s, when demand for tantalum was high. Spodumene is a common constituent of many of the LCT pegmatites.
Spodumene and tantalum pegmatites have been recorded on the Eastbelt section of the YLP at the western extent of the western end of the Cassidy - Big North pegmatite swarm however records are very limited. Odin B (Tom Li) is a spodumene, tantalum pegmatite, Odin A is reported as a tantalum pegmatite. The Prosperous tantalum and Cassidy lithium pegmatite localities have been recorded by the NWT Geoscience showing database, but no records on the mineralogy have been located. The southern extent of Nite pegmatite located on the neighbouring property is within 500 m of the YLP boundary. The Nite pegmatite extends for at least 880m and is on average 9m wide in trenching, the pegmatite appears to contain spodumene.
Large pegmatite swarms have been noted in the Quyta-Bell section of the YLP related to Prosperous Lake intrusions however there are no records on the mineralogy of the swarms.
Joe Campbell, P. Geo., Senior Technical Advisor for Gold Terra, is a Qualified Person within the meaning of NI 43-101 and has reviewed and approved the technical information contained in this news release.