Mr. Patrick Power reports
ARCTIC STAR ANNOUNCES ASSIGNMENT OF EL HAVILA PROPERTY INTEREST TO
EQUITORIAL CAPITAL CORP.
Arctic Star Exploration Corp. has signed an assignment agreement dated
Feb. 28, 2013, with Equitorial Capital Corp., a capital pool company,
pursuant to Policy 2.4 of the TSX Venture Exchange, whereby Equitorial can earn up to 60 per cent of Arctic's interest in and to the mineral concession located in Dabeiba, Antioquia, Colombia, known as the El
Havila copper-gold property. The agreement is intended to serve as Equitorial's qualifying
transaction under the policies of the exchange.
El Havila copper-gold property
The property is located 32 kilometres east-northeast of Frontino in Colombia, South America, and lies
within the prolific Cavca gold belt, a highly prospective area with potential for porphyry-related gold and
copper and epithermal precious metal deposits. The property is hosted within the Santa Cecillia-La Equis
volcanic complex in the western slope of the Colombian Western Cordillera mountain range. The area is being
explored by numerous companies, including AngloGold Ashanti (La Colosa), Gran Colombia (Marmato) and
Continental Gold (Buritica).
Since acquiring the earn-in option on the El Havila property, Arctic completed exploration during 2012
that initially consisted of reconnaissance geological mapping and sampling, the results of which have
previously been reported.
Terms of the agreement
Assignment of 60-per-cent interest
By a property option agreement dated Jan. 23, 2012, as amended between Arctic
and the vendor, Patino Gutierrez Javier De Jesus of Medellin, Colombia, Arctic has the option to acquire an
85-per-cent interest (50-per-cent interest acquired to date) in the El Havila property by making total cash payments of $325,000 (U.S.) to the vendor as follows.
Option payment schedule:
- $200,000 (U.S.) due on Feb. 15, 2013 (paid);
-
$125,000 (U.S.) on or before Feb. 15, 2014 (optional).
Once Arctic has earned an 85-per-cent interest in the property, Arctic will have the right and option to increase its
85-per-cent interest to 95-per-cent by delivering to the vendor 15,246.69 ounces of troy gold (at least 99.9 per cent pure).
The agreement provides that Arctic will assign to Equitorial a 60-per-cent interest in Arctic's earned 50-per-cent interest in
the El Havila property and a 60-per-cent interest in Arctic's rights and interests under the option agreement by
reimbursing Arctic for the $200,000 (U.S.) payment made by Arctic on Feb. 15, 2013, and by assuming
Arctic's obligations under the option agreement, including making the final $125,000 (U.S.) option payment to
the vendor on or before Feb. 15, 2014.
Upon making the two cash payments outlined above, Equitorial will earn its interest, which equates to a 51-per-cent
interest in the property. Equitorial, Arctic and the vendor will then enter into a joint venture to further explore
and develop the property. Equitorial does not have the option to increase its interest past 60 per cent of Arctic's
initial 85-per-cent interest (or 51-per-cent effective interest in the property).
Equitorial will be the operator of all exploration programs on the El Havila property following closing.
All information contained in this news release with respect to Arctic and the El Havila property was supplied
by management of Arctic.
Loan to Arctic
By a separate loan agreement, Equitorial has agreed, subject to exchange acceptance, to advance $200,000
(U.S.) as a loan to Arctic to reimburse Arctic for the payment of $200,000 (U.S.) Arctic made to the vendor on Feb. 15, 2013. Arctic will deliver Equitorial a promissory note and the loan and note will accrue interest at the prime
rate posted by the Royal Bank of Canada plus 1 per cent per annum. The loan will become due and repayable by
Arctic within 90 days of the date of the loan agreement and the note. If the qualifying
transaction is completed, the loan will be forgiven by Equitorial and the principal of $200,000 (U.S.) will be
applied against and credited to the reimbursement consideration to be given by Equitorial to Arctic under the
agreement.
Patrick Power, a director of both Equitorial and Arctic, has abstained from voting in respect of the agreement.
Mr. Power stated: "The directors and management of Arctic Star have determined to focus Arctic Star on
diamond exploration in the Lac de Gras area of the Northwest Territories. In particular, we are very excited
about our prospects on the recently staked 10,000-hectare Redemption project (see news release dated Jan.
9, 2013) and recently purchased 4,200-hectare Shoe property (see news release dated Feb. 8, 2013). We
plan to conduct drill testing on these properties and are currently in the process of obtaining all permits and
permissions to do so. Accordingly, we determined to farm out 60 per cent of our present and future interest in the El
Havila property in consideration of Equitorial assuming all our obligations under the existing property
agreements. Subject to the exchange accepting the transaction for filing, Arctic Star does not intend to spend
any more of its treasury on the El Havila property."
Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange
acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Qualified person statement
Technical information related to the El Havila property contained in this news release has been reviewed and
approved by Dean Pekeski, PGeo, a qualified person as defined by National Instrument 43-101.
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