Playfair Mining Ltd. (PLY-TSX.V) is pleased to announce that it has entered into an Option and Exploration Agreement with EMX Royalty Corporation (EMX-TSX.V) to acquire a 100% interest in EMX’s contiguous Rostvangen and Vakkerlien properties in South Central Norway. Together the properties cover almost 300 square kilometers in a historic mining area about 100km south of Trondheim by road.
The Rostvangen-Kvikne-Vakkerlien Project (RKV Project) covers 2 past-producing Besshi-type Volcanogenic Massive Sulphide (VMS) copper mines (Rostvangen and Kvikne), a nickel-copper deposit (Vakkerlien) and over 20 additional known mineral occurrences.
Playfair can acquire a 100% interest in the RKV Project through the issuance of Playfair common shares to EMX and conducting exploration work during a one-year option period as detailed below (all dollar amounts in CAD).
- On TSX approval of the Agreement, Playfair will issue to EMX 3 million shares of Playfair stock.
- As a condition to the exercise of the option Playfair must incur $250,000 in exploration expenditures within one year.
- Upon exercise of the option, Playfair will issue an additional 3 million shares of Playfair stock, EMX will transfer 100% of the property to Playfair and EMX will receive a 3% net smelter royalty (“NSR”) on the property. Within 5 years, Playfair will have the option to buy back up to 1% of the NSR for $3 million, leaving EMX with a 2% NSR.
- EMX will receive annual advance royalty (“AAR”) payments of $30,000 commencing on the second anniversary of the option exercise, with the AAR payments increasing by $5,000 per year until reaching $80,000 per year.
- Following exercise of the option Playfair undertakes to complete a minimum of 1,000 meters of drilling in the following year and a cumulative 2,000 meters within 2 years following the option exercise.
- In addition, Playfair undertakes to use commercially reasonable efforts to raise an additional $2.75 million for advancement of the RKV Project.
- No later than 2 years after the signing Playfair will issue sufficient Playfair shares to EMX to bring EMX’s ownership of Playfair shares to 9.9% of the issued share capital of Playfair. Playfair will maintain EMX’s interest in Playfair, at no additional cost to EMX until Playfair has raised a cumulative $3 million in equity to fund exploration and development on the properties or until 5 years after Exchange approval, whichever occurs first. Thereafter, EMX will have the right to participate pro-rata in future financings at its own cost to maintain its interest in Playfair.
- No later than five years after closing, Playfair will make a Milestone Payment to EMX by issuing sufficient Playfair shares to bring EMX’s ownership of Playfair shares to 9.9% of the issued share capital of Playfair, provided that the value of the shares so issued shall not exceed $250,000.
All terms of the Agreement are subject to TSX Venture Exchange Approval.
* Estimates of Vakkerlien resources and Rostvangen reserves are historical in nature, pre-date and are non-compliant with NI 43-101. Playfair is not treating the historical estimates as current mineral resources or reserves. Playfair has not undertaken any independent investigation of the resource estimates nor has it independently analyzed the results of the previous exploration work in order to verify the resources, and therefore the historical estimates should not be relied upon. However, Playfair believes that these historical estimates provide a conceptual indication of the potential of the occurrences and are relevant to ongoing exploration.
The technical contents of this release were approved by Greg Davison, PGeo, a qualified person as defined by National Instrument 43-101.
ON BEHALF OF THE BOARD
“D. Neil Briggs”
D. Neil Briggs, Director
Forward-Looking Statements: This Playfair Mining Ltd News Release may contain certain “forward-looking” statements and information relating to Playfair which are based on the beliefs of Playfair management, as well as assumptions made by and information currently available to Playfair management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, exploration and development risks, expenditure and financing requirements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events. Should any one or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements may vary materially from those described herein.
Neither 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.