KOOTENAY ANNOUNCES OPTION WITH PAN AMERICAN SILVER
Pan American Silver Corp., Pan American's wholly owned subsidiary, Compania Minera Dolores SA de CV, Kootenay Silver Inc. and Kootenay's wholly owned subsidiary, Minera JM SA de CV, have entered into the following agreements: an option agreement pursuant to which Minera will grant Dolores an option to earn a 75-per-cent interest in Minera's Promontorio mineral belt silver properties (including the Promontorio and La Negra deposits) in consideration for: cash payments totalling $8.05-million (U.S.) from Dolores to Minera to be made by Dolores over a four-year earn-in period following the execution of the option agreement, and Dolores committing $8-million (U.S.) of exploration and development expenditures on Minera's properties in the Promontorio mineral belt during the option period; and a subscription agreement pursuant to which Pan American will invest $2-million in Kootenay by subscribing for 9,090,909 Kootenay shares at 22 cents per Kootenay share.
Furthermore, concurrently with the closing of the Investment, the parties anticipate entering into a property purchase option agreement pursuant to which Dolores will provide Minera with the option to acquire up to two of its exploration properties in Mexico in return for a 2.5% net smelter return royalty on each of the acquired properties (the "Exploration Grant" and together with the Option and the Investment, the "PAS Transactions").
Kootenay President and CEO James McDonald stated: "We are very excited to join forces to aggressively develop our Promontorio Mineral Belt assets with Pan American, one of the world's esteemed mining companies and operators of seven silver mines in Mexico, Argentina, Peru and Bolivia. Bringing approximately US$16 million in cash payments and exploration investments and a carried interest to commercial production, along with a CDN$2 million direct investment in Kootenay, the PAS Transactions underscore Pan American's confidence in the potential viability of La Negra and the Promontorio Mineral Belt. The PAS Transactions serve as catalyst and a strong complement to our new consolidation plan with Northair Silver, providing the amalgamation with greater financial strength and flexibility to focus on the advancement of the La Cigarra silver asset and to pursue further potential consolidation and growth opportunities in the sector."
Michael Steinmann, Pan American President and CEO stated: "Kootenay has done an excellent job exploring their large land package in the Promontorio Mineral belt, located just 190 km NW of our Alamo Dorado mine. La Negra is an exciting, high grade, potentially open pitable deposit, and Promontorio is a large, lower grade silver resource, which will likely require higher metal prices or better grades to move forward. Kootenay has already defined mineral resources at Promontorio and both deposits retain excellent exploration potential. This is an ideal entry point for Pan American into a highly prospective mineral belt located in a preferred jurisdiction, which will allow us to add value by utilizing our proven expertise in exploration and project development."
Northair Silver Corp. (TSX.V: INM) ("Northair") President and CEO Andrea Zaradic commented: "The option agreement and investment in Kootenay are major developments that fit seamlessly within Northair's and Kootenay's new consolidated platform. For shareholders of Northair and Kootenay, it provides the consolidated company with the added leverage of a healthier treasury, removes project finance uncertainty and considerable technical risk. Equally exciting, it is an agreement that represents a pathway to commercial silver production, supported by a world leading silver producer. This will put us in a position of strength and augment our ability to further consolidate silver assets in the future."
Kootenay and Northair recently announced a business combination to create a leading Mexican consolidator (see press releases dated January 13 and February 8, 2016). The Kootenay- Northair transaction is proceeding on the same terms as previously announced, with the additional benefits stemming from the PAS Transactions.
Terms of the PAS
Transactions
To exercise the Option, Dolores is obligated to spend at least US$1,000,000 of the Exploration Payment in the first (1st) year of the Option Period and at least US$2,000,000 of the Exploration Payment on other exploration and development targets in the Promontorio Mineral Belt other than La Negra and Promontorio.
Additional details of the timing of the Cash Payment during the Option Period are as follows:
a) US$250,000 payment at the date of the Option grant; b) US$150,000 payment at the first anniversary of the Option grant; c) US$250,000 payment at the second anniversary of the Option grant; d) US$400,000 payment at the third anniversary of the Option grant; and e) US$7,000,000 payment (at Pan American's discretion to pay in cash or Pan American shares or a combination thereof) at the fourth anniversary of the Option grant.
Upon exercise of the Option, the parties will enter into a joint venture pursuant to which Kootenay will retain a twenty-five percent (25%) carried interest to production. Pan American will have a preferred capital recovery period after the commencement of production, under which Kootenay will receive forty percent (40%) of distributions on its twenty-five percent (25%) retained interest in the joint venture until Pan American fully recovers its invested capital, which will include construction and development capital, plus any additional expenditures incurred after the date on which Dolores exercises the Option.
Pursuant to the Exploration Grant, Dolores will present a property package of four (4) early stage exploration projects to Minera from which Minera will have four (4) months to evaluate and select up to two (2) properties ("the "Selected Properties"). Upon Minera making such selection, Dolores will transfer the Selected Properties to Minera, with Dolores retaining a 2.5% NSR on each of the Selected Properties.
Upon completion of the Investment, but prior to the completion of Kootenay's acquisition of Northair announced on February 8, 2016, Pan American will hold approximately 10.3% of Kootenay's issued and outstanding shares (calculated on non-diluted basis). Pan American will have the right to maintain its pro rata ownership interest in Kootenay, so long as Pan American continues to hold at least five percent (5%) of Kootenay's shares on an issued and outstanding basis. Pan American has agreed not to sell its Kootenay shares until the earlier of the date which is two (2) years from the grant of the Option and the date on which the Option is terminated.
The PAS Transactions are arm's length transactions. Kootenay intends to proceed with the PAS Transactions without obtaining shareholder approval. The closing of the PAS Transactions will not take place for at least two (2) weeks from the date of this announcement. The PAS Transactions are not material transactions to Pan American and, as such, no shareholder approval will be required from Pan American's shareholders.
Qualified Persons
The Kootenay technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in NI 43-101 and reviewed on behalf Kootenay by James McDonald, P.Geo, President, CEO & Director for Kootenay, a Qualified Person.
The Northair disclosure of a scientific or technical nature contained in this news release was reviewed by David Ernst, a professional geologist and VP Exploration of Northair, who is a Qualified Person in accordance with the requirements of NI 43-101.
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