Copper One Inc. ("Copper One" or the "Company") has completed the sale of all of the shares of its wholly-owned subsidiary, Copper One USA, Inc. ("Copper One USA"), to Cornerstone Metals Inc. ("Cornerstone"). Copper One USA owns the Lone Mountain and Mimbres properties in New Mexico and the West Jerome, Twin Peaks, West Safford and Teague Springs properties in Arizona.
In consideration for the shares of Copper One USA, Cornerstone has issued to Copper One 2,250,000 Cornerstone common shares and will pay to Copper One the following additional consideration tied to specific properties:
- Within 30 days of completing a feasibility study in respect of the Lone Mountain property, Cornerstone will (a) issue to Copper One 2,000,000 Cornerstone common shares; (b) pay to Copper One $1,000,000 in cash or shares at Copper One's option; and (c) grant to Copper One a 0.5% net smelter return royalty capped at $5,000,000, which may be repurchased by Cornerstone for $1,000,000 in cash or shares at Copper One's option at any time up until the earlier of eight years following the date of the Agreement and the date on which commercial production is achieved in respect of the Lone Mountain property.
- Within 30 days of completing a feasibility study in respect of the West Jerome property, Cornerstone will: (a) issue to Copper One 500,000 Cornerstone common shares; (b) pay to Copper One $750,000 in cash or shares at Copper One's option; and (c) grant to Copper One a 0.5% net smelter return royalty capped at $4,000,000, which may be repurchased by Cornerstone for $800,000 in cash or shares at Copper One's option at any time up until the earlier of eight years following the date of the Agreement and the date on which commercial production is achieved in respect of the West Jerome property.
- Within 30 days of completing a feasibility study in respect of any of the other properties, Cornerstone will: (a) issue to Copper One 350,000 Cornerstone common shares; (b) pay to Copper One $375,000 in cash or shares at Copper One's option; and (c) grant to Copper One a 0.5% net smelter return royalty capped at $3,000,000, which may be repurchased by Cornerstone for $350,000 in cash or shares at Copper One's option at any time up until the earlier of eight years following the date of the Agreement and the date on which commercial production is achieved in respect of such property.
All of the Cornerstone shares issued to Copper One are subject to a four month hold period under applicable securities laws expiring December 23, 2013. In addition, 750,000 of the 2,250,000 Cornerstone shares issued to Copper One are subject to a voluntary 12-month hold period expiring on August 22, 2014.
Source: http://www.copperone.com/