Erin Ventures Enters Strategic Partnership to Advance Its Boron Project
Victoria, BC -- June 18, 2018 -- InvestorsHub NewsWire -- Erin
Ventures Inc. [TSXV: EV] is pleased to announce
that it has entered into a strategic partnership option agreement
(the “Agreement”) with a London based commodity
investment specialist (the “InvestCo”), for the
continuing development of Erin’s Piskanja Borate Project in Serbia
(“Piskanja”). Under the terms of the Agreement,
the InvestCo has the right to make equity investments in two
tranches, totaling USD $20.135 million, with the proceeds to be
used for the advancement of Piskanja towards production, subject to
TSX Venture Exchange and shareholder approval.
The InvestCo is currently engaged as an integral part of the
initial public offering (IPO) process of a substantial mining
complex. Due to the sensitive nature and timing of this listing
process, Erin is unable to divulge the InvestCo’s identity at this
time. A description of the InvestCo operations is found below.
InvestCo’s identity will be released by way of, (i) a news release
from Erin if, as and when InvestCo notifies Erin that there is no
longer a process requiring InvestCo to remain confidential, and/or
(ii) in an Information Circular to Erin’s shareholders as a part of
the approval process if, as and when the InvestCo notifies Erin of
its intent to exercise its Tranche 1 option, as described
below.
Piskanja is Erin’s wholly-owned high-grade boron deposit with an
indicated mineral resource of 7.8 million tonnes (averaging 31 per
cent B2O3), and an inferred resource of 3.4 million tonnes
(averaging 28.6 per cent B2O3), calculated in accordance with the
Canadian Institute of Mining Definition Standards on Mineral
Resources and Reserves (CIM Standards) as disclosed in Erin’s
report titled, “Mineral Resource Estimate Update On The Piskanja
Borate Project, Serbia, October 2016” which is filed on SEDAR.
“I am very excited by this development,” said Tim Daniels,
President of Erin Ventures. “This agreement provides an opportunity
to significantly grow our shareholders’ value by creating a funding
plan which matches our development milestones, allowing for the
rapid advancement of our boron project, first to a feasibility
study stage, and then into mine development and construction. In
addition, we are building a formidable team that combines Erin’s
mineral exploration and mine development expertise and extensive
knowledge of Serbia, with InvestCo’s marketing, logistics and
finance expertise as an experienced global commodity trader that
specializes in complex, niche commodities.”
The Agreement contains three principal commercial elements:
One – The InvestCo will be granted an initial purchase option
exercisable for USD $5.135 million to acquire EITHER: (i) an equity
interest in Erin’s wholly owned subsidiary, Balkan Gold d.o.o.
(“Balkan Gold”), which holds all of Erin’s rights
in Piskanja; OR (ii) equity in Erin, based upon a fixed pricing
formula further described below (“Option 1”). In
either case, the proceeds are to be used exclusively to fund a
pre-agreed work program at Piskanja designed to advance the project
to a definitive feasibility study stage, as well as all permitting
activities through to obtaining the requisite licenses, and
approvals to exploit and mine Piskanja;
Two - Subject to completion of Option 1, InvestCo will be granted a
second purchase option to acquire USD $15 million worth of equity
in Balkan Gold (“Option 2”). The proceeds from
Option 2 are to be designated for mine development and construction
costs at Piskanja upon receipt of requisite licenses, and approvals
to exploit and mine Piskanja; and
Three – Subject to completion of Option 1, InvestCo, in its
capacity as an experienced global commodity marketing and trading
company, will provide its marketing and advisory expertise to
Balkan Gold for the future sale of all borate production at
Piskanja for a 3-year period.
The salient terms in the Agreement are as
follows:
- The InvestCo shall be
granted Option 1 with an exercise period commencing immediately and
expiring within 90 days of the Republic of Serbia Ministry of
Mining and Energy issuing an extension to the current Piskanja
exploration license, which is due for renewal by July 11,
2018;
- Option 1 grants InvestCo
the right, for USD $5.135 million, to purchase EITHER: (A) 51% of
the share capital of Balkan Gold at the date the Option is
exercised; OR (B) USD $5,135,000.00 of common shares in Erin. Each
share to be priced at the maximum discount permissible under the
policies of the TSXV, subject to: the price being fixed at the
close of trading (Toronto time) on the day which InvestCo gives
written notice to Erin of its intent to exercise this option, with
the price to be pegged as the higher of either the volume weighted
20 previous trading-day average trading price of Erin’s shares on
the TSXV, or the closing price on the day notice is
given;
- Upon exercise of Option 1
into equity of Balkan Gold, the InvestCo will be granted majority
representation on the board of directors of Balkan Gold, or
alternatively, upon exercise of Option 1 into equity of Erin,
InvestCo will be granted the right to nominate a majority of the
board of directors of Balkan Gold and Erin. Under either scenario,
if InvestCo’s equity ownership falls below 40% at any point, then
InvestCo’s board nomination rights shall be reduced
proportionally;
- The use of proceeds of
Option 1 will be used solely to fund development and permitting
activities of Piskanja through to obtaining all the necessary
licenses, permits, and approvals to exploit and mine the Piskanja
Borate Project. This will include funding a pre-agreed work program
to extend the Piskanja Borate Project exploration license, and to
fund the Piskanja Borate Project definitive feasibility study,
including the funding of the general and administrative costs of
Erin, and Balkan Gold, that directly relate to the Piskanja Borate
Project only;
- Upon exercise of Option 1,
Erin shall reimburse InvestCo for all verified transaction closing
costs associated with the transaction to a maximum of USD
$300,000;
- Upon exercise of Option 1,
Erin and Balkan Gold shall grant InvestCo with sole marketing
rights to all products produced from the Piskanja Boron Project, or
any future borate project developed by Balkan Gold. The marketing
agreement shall be valid through to the third anniversary of
commissioning of Piskanja. The InvestCo will be paid one (1)
percent of the invoice amount as a marketing fee, and reimbursed
for pre-agreed costs;
- Subject to completion of
Option 1, InvestCo shall be granted Option 2 with an exercise
period starting immediately and expiring the earlier of: A) ninety
(90) days after (i) the date on which Erin receives all the
necessary licenses, permits, and approvals required for the
development and exploitation of the Piskanja Borate Project,
including but not limited to the issuance of the exploitation
license in accordance with mining law official gazette 101/2015,
the approval of mining works, and the approval of the definitive
feasibility study of the Piskanja Borate Project by the Republic of
Serbia Ministry of Mining and Energy; and (ii) the date on which an
expression of interest is obtained from a reputable financial
institution, or reputable offtaker, for the financing of the debt
portion of construction capex associated with the Piskanja Borate
Project; OR B) one hundred and fifty (150) days after the date on
which the Company receives all the necessary licenses, permits, and
approvals required for the development and exploitation of the
Piskanja Borate Project, including but not limited to the issuance
of the exploitation license in accordance with mining law official
gazette 101/2015, the approval of mining works; and the approval of
the definitive feasibility study of the Piskanja Borate Project by
the Republic of Serbia Ministry of Mining and
Energy.
- Option 2 allows InvestCo
the right, for USD $15 million, to purchase an additional 24%
equity stake in Balkan Gold; and
- The proceeds from the
exercise of Option 2 shall be used exclusively to fund future
Piskanja mine design, development and construction costs based upon
results derived from the definitive feasibility study, mine plans
and other studies that formed the basis for the granting of the
exploitation license by the Serbian authorities.
The Agreement is subject
to TSX Venture Exchange, and shareholder approvals.
On behalf of the Board of Directors,
Blake Fallis, General Manager
About the InvestCo
InvestCo was established in 2009 by the senior management team from
one of the world's largest energy commodity trading companies. Its
mandate since inception has been to invest in upstream mining
projects, leveraging the founders' extensive commodity networks and
decades of experience.
InvestCo takes a differentiated approach to engaging with project
teams. In addition to providing capital to early stage mining
projects, the InvestCo team seeks to work with management by
providing marketing, hedging and structuring expertise gained over
20 years of commodity trading know-how across multiple markets.
InvestCo has a strong track record of leverage it’s debt and equity
network, in order to bring mining projects into production. Its
team has worked with a number of alternative funding partners
including sovereign wealth funds, family offices and hedge funds,
accessing new sources of capital as an alternative to traditional
capital markets.
About Erin Ventures
Erin Ventures Inc. is an international mineral exploration and
development company with boron assets in Serbia. Headquartered in
Victoria, B.C., Canada, Erin's shares are traded on the TSX Venture
Exchange under the symbol "EV". For detailed information please see
Erin's website at www.erinventures.com or the Company's filed
documents at www.sedar.com.
For further information, please
contact:
Erin Ventures
Inc.
Blake Fallis, General Manager
Phone: 1-250- 384-1999 or 1-888-289-3746
info@erinventures.com
www.erinventures.com
Erin’s Public
Quotations
Canada
USA
TSX Venture: EV
SEC12G3-2(B)#82-4432
OTCBB:ERVFF
Europe
Berlin: EKV
The technical information in this release was prepared and
approved by James E Wallis, M.Sc. (Eng), P. Eng., a director of the
company, who is a Qualified Person under National Instrument
43-101.
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.
Forward Looking Statements:
Certain statements in this news release may constitute
forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements include, but are not
limited to, statements concerning (i) the Agreement, (ii) Option 1;
(iii) Option 2; (iii) anticipated approvals; (iv) the time to the
exercise of Option 1 and Option 2; and (v) results of the
completion of the transactions contemplated in this news release.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "outlook", "objective",
"may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "should", "plans" or "continue", or similar expressions
suggesting future outcomes or events. Such forward-looking
statements reflect management's current beliefs and are based on
information currently available to management. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those contemplated by such
statements. Such forward-looking statements are subject to risks
and uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements including, without limitation, the risks that: (1) the
information provided to Erin by InvestCo turns out to be
misleading, untrue or incomplete; (2) neither Option 1 nor Option 2
may be completed for any reason whatsoever, including that
regulators may not approve the proposed Options; (3) the closings
may not occur as scheduled or at all; and (4) Erin may not achieve
the results currently anticipated. Although Erin believes that the
expectations reflected in its forward-looking information are
reasonable, undue reliance should not be placed on forward-looking
information because Erin can give no assurance that such
expectations will prove to be correct. In addition to other factors
and assumptions which may be identified in this news release,
assumptions have been made regarding and are implicit in, among
other things, the timely receipt of required regulatory approvals.
Details of the risk factors relating to Erin and its business are
discussed under the heading “Risks and Uncertainties” in Erin’s
most recent regulatory filings which are posted on SEDAR at
www.sedar.com. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks and
uncertainties which could cause actual results to differ materially
from those anticipated by Erin and described in the forward looking
information. The forward-looking information contained in this news
release is made as of the date hereof and Erin undertakes no
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, unless required by applicable securities laws. The
forward-looking information contained in this news release is
expressly qualified by this cautionary statement.
Mineral resources are not mineral reserves and do not have
demonstrated economic viability. "Inferred Resources" have a great
amount of uncertainty as to their existence, and economic and legal
feasibility. Investors are cautioned not to assume that all or any
part of an inferred mineral resource reported in this news release
will ever be upgraded to a higher category or to reserves. U.S.
persons are advised that while mineral resources are recognized
under Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them. U.S. persons are also cautioned
not to assume that all or any part of an inferred mineral resource
is economically or legally mineable.
Erin Ventures (TSXV:EV)
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Erin Ventures (TSXV:EV)
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