VANCOUVER, BC, July 6, 2022
/CNW/ - Deep-South Resources Inc. ("Deep-South" or the
Company) (TSXV: DSM) announces that it has closed an option
agreement entered on March 28, 2022
(the "Option Agreement") with World Class Minerals Venture Ltd
("WCMV"), a private company of Zambia, to acquire up to 80% undivided
interest in three copper Large Scale Exploration Licences (the
"Licences") in the center of the Zambian Copper belt, one of the
most prolific copper belts in the world.
The Option Agreement:
WCMV has granted the Company the sole and exclusive right
to acquire up to a 80% undivided interest over a period
of five (5) years following the execution of the Option Agreement
in the Licences LEL 23246, LEL 23247 and LEL 23248 in
Zambia.
Pursuant to the Option Agreement, Deep-South has to make a cash
payment of USD $150,000, the
issuance of a total 1.75 million common shares of the Company
(the "Common Shares") and total work expenditures of
USD $3,000,000. As of today,
the Company has already paid a total amount of USD $30,000 and issued 500,000 Common Shares. During
the Option Agreement, the other payments will be made as
follow:
Milestone
|
Cash
|
Securities
|
Exploration
Work
Commitments
|
Year 2
|
USD$30,000
|
250,000
common shares
|
-
|
Year 3
|
USD$30,000
|
-
|
Not less than
USD$1,000,000
|
Year 4
|
USD$30,000
|
1,000,000
common shares
|
Not less than
USD$1,000,000
|
Year 5
|
USD$30,000
|
-
|
Not less than
USD$1,000,000
|
Before the end of the second anniversary of the Option
Agreement, Deep-South will also complete the collection and
analysis of 100 soil samples over the identified anomalies on
Licence LEL 23246 and 350 soil samples over the identified targets
on each of Licences LEL 23247 and LEL 23248. Deep-South will then
decide whether to proceed with more intensive sampling or to
evaluate any drilling targets. Upon completion of the payments due
in the second year, Deep-South will have acquired an undivided
interest in 51% of the Licences.
Data Acquisition:
In connection with the Option Agreement, Deep-South has acquired
all of the exploration data for the Licences held by Mr. Nathan
Sabao (the "geological consultant") by entering into a mining
exploration data agreement dated March 28,
2022 (the "Mining Exploration Data Agreement"). Deep-South
will issue 500,000 Common Shares to the geological consultant.
Furthermore, on the first anniversary of the Mining Exploration
Data Agreement, the geological consultant will transfer to
Deep-South all of the exploration data for the Licences in
consideration of the issuance of a further 500,000 Common
Shares.
Finder's fee:
In connection with the entering into the Option Agreement and
the Mining Exploration Data Agreement, Deep-South has issued
300,000 Common Shares as a finder's fee to Gestion Karl Mansour
Inc., an arm's length party to the Company and WCMV. 50,000 Common
Shares will be issued to Gestion Karl Mansour Inc. at the same time
the payments described above for Year 3 of the Option Agreement are
made.
All securities to be issued in connection with the Option
Agreement, the Mining Exploration Data Agreement and the finder's
fee will be subject to a hold period of 4 months and one day from
their date of issuance.
The Licences:
Luanshya West project (LEL 23247). The licence is
situated in the center of the Zambian Copper belt which forms part
of the Central African Copper belt, one of the most prolific copper
belts in the world. The Large Exploration Licence covers 5,423.26
hectares (54.24 Sq. Km).
A National Instrument 43-101 Standards of Disclosure for
Mineral Projects ("43-101") compliant technical qualifying
report is available on SEDAR at www.sedar.com under
Deep-South's profile.
The project prospectivity is based on the location of the
subject property over the unconformable contact zone between
basement granites and Lower Roan Group sediments where most copper
belt mines in both Zambia and the
Democratic Republic of Congo (the
"DRC") are located. This prospectivity is reinforced by a positive
series of coincident soil geochemical anomalies over the contact
zone.
The project area is close to established copper / cobalt mines
with Chibuluma mine some 35Km to the north-east, Chambishi mine
41Km north-northeast, N'changa mine 53Km north-northwest and
Luanshya mine some 40Km east-southeast from the centre of the
project area.
Some 850 soil samples and some geophysical data were collected
over the subject property by Teal (a subsidiary of African Rainbow
Minerals Ltd) between 2007 and 2009. The airborne geophysical data
was evaluated by the geophysical consultant K. P. Knupp on behalf
of Teal. Knupp identified a total of 11 targets for strata- bound
vein-hosted Cu, Pb, Zn, Co, Ni, Ag and Au mineralisation and 1
target for stratiform Cu-Co mineralisation over the larger
exploration property then held by Teal.
Chililabombwe project (LEL 23247). The licence is
situated in the north of the Zambia Copper belt near the DRC
border. The Large Exploration Licence covers 2,200 hectares (22.5
Sq, Km).
The project prospectivity is based on the location of the
subject property over the unconformable contact zone between
basement granites and Lower Roan Group sediments where most copper
belt mines in both Zambia and the
DRC are located.
The project area is close to established copper / cobalt mines
with Konkola mine 12 km west and the Lubambe mine 30 km to the
north-west from the center of the project area.
Mpongwe project (LEL 23248). The licence is situated in
the center of the Zambian Copper belt. The Large Exploration
Licence covers 67,500 hectares (675 Sq. Km).
The project prospectivity is based on the location of the
subject property over the unconformable contact zone between
basement granites and Lower Roan Group sediments where most copper
belt mines in both Zambia and the
DRC are located.
More information about the Licences and the planned programs
will be disclosed after closing of the transactions described
herein.
Mineral Resources have not been estimated yet on the project
nor has it demonstrated economic viability at this stage. The
historical geophysical survey and sampling results demonstrate
potential to classify the project as one of merit but are
considered too speculative geologically to complete a NI
43-101 compliant resource estimation at this time and it is
uncertain that those historic results will be converted into
minerals resources.
Qualified Person
Peter Walker B.Sc. (Hons.) MBA
Pr.Sci.Nat. of P & E Walker Consultancy is the main
author of the 43-101 resource qualification report on LEL 23246,
and is a Qualified Person as such term is defined in NI 43-101. Mr.
Walker is responsible for the technical part of this press
release.
About World Class Mineral Ventures
Ltd:
WCMV is a Zambian private exploration company held in equal part
by Mr. Kavumba Ngoma, Mr. Nathan Sabao and Mr. Chisunka
Chileya Mpundu
On another matter, the Company also announces that the
board has approved the grant of 450,000 stock options to two
directors at an exercise price of $0.08 per share for a term of three years from
the date of the grant. The stock options were granted in accordance
with the Company's Stock Option Plan.
About Deep-South Resources
Inc.
Deep-South Resources is a mineral exploration and development
company. Deep-South's growth strategy is to focus on the
exploration and development of quality assets in significant
mineralized trends and in proximity to infrastructure in stable
countries. In using and assessing environmentally friendly
technologies in the development of its copper project, Deep-South
embraces the green revolution.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Caution Regarding Forward-Looking
Information
Information contained in this news release which are not
statements of historical facts may be "forward-looking information"
for the purposes of Canadian securities laws. Such forward-looking
information involves risks, uncertainties and other factors that
could cause actual results, performance, prospects and
opportunities to differ materially from those expressed or implied
by such forward looking information. The words "believe", "expect",
"anticipate", "contemplate", "plan", "intends", "continue",
"budget", "estimate", "may", "will", "schedule", "understand" and
similar expressions identify forward-looking information. These
forward-looking statements relate to, among other things: the
Minister's refusal to renew the Company's Licence, the Company's
intention to contest the Minister's decision before the Courts of
Namibia and the outcome of such
proceedings.
Forward-looking information is necessarily based upon a
number of estimates and assumptions that, while considered
reasonable by Deep-South, are inherently subject to significant
technical, political, business, economic and competitive
uncertainties and contingencies. Known and unknown factors could
cause actual results to differ materially from those projected in
the forward-looking information. Factors and assumptions that could
cause actual results or events to differ materially from current
expectations include, among other things: political risks
associated with the Company's operations in Namibia; the failure of the Namibian
Government to comply with its continuing obligations under the Act
to allow for the renewal of the Licence; the impact of changes in,
or to the more aggressive enforcement of, laws, regulations and
government practices; the inability of the Company and its
subsidiaries to enforce their legal rights in certain
circumstances. For additional risk factors, please see the
Company's most recently filed Management Discussions & Analysis
available on SEDAR at www.sedar.com.
There can be no assurances that forward-looking information
and statements will prove to be accurate, as many factors and
future events, both known and unknown could cause actual results,
performance or achievements to vary or differ materially from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements contained herein or
incorporated by reference. Accordingly, all such factors should be
considered carefully when making decisions with respect to
Deep-South, and prospective investors should not place undue
reliance on forward looking information. Forward-looking
information in this news release is made as at the date hereof. The
Company assumes no obligation to update or revise forward-looking
information to reflect changes in assumptions, changes in
circumstances or any other events affecting such forward-looking
information, except as required by applicable legislation.
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SOURCE Deep-South Resources Inc.