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Centenera Mining Corp
Symbol CT
Shares Issued 82,626,963
Close 2019-02-11 C$ 0.035
Market Cap C$ 2,891,944
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Centenera firms up three option deals in Argentina

2019-02-11 10:25 ET - News Release

Mr. Keith Henderson reports

CENTENERA SIGNS OPTION AGREEMENT FOR TRES CERROS GOLD AND SILVER PROPERTIES SANTA CRUZ PROVINCE, ARGENTINA

Pursuant to a previous news release dated Sept. 5, 2018, Centenera Mining Corp. has signed three definitive option agreements whereby, subject to TSX Venture Exchange approval, Centenera will be granted the right to acquire up to a 100-per-cent interest in eight precious metals properties from an arm's-length party, Tres Cerros Exploraciones SRL. The properties are all located within the highly prospective Deseado Massif in Santa Cruz province, Argentina, and together comprise more than 30,000 hectares. Under the terms of the option agreements, Centenera will be granted an exclusive option to acquire a 100-per-cent interest in the properties by way of staged cash and common share payments, subject to a net smelter return royalty in favour of Tres Cerros.

Location of Santa Cruz properties relative to mining and exploration projects in Santa Cruz province

The properties are all located within the prospective Deseado Massif. The Deseado Massif is a Jurassic age volcanic plateau covering 60,000 square kilometres and hosting valuable epithermal precious metals deposits.

It is intended that, moving forward, the properties will be an exploration priority for the company. As stated previously, the company intends to retain a highly experienced consultant who is recognized as a global expert in these types of deposits, and who has specific experience in the Deseado Massif, having completed review work for many of the major mining companies working in the area. If retained, the primary objective of the consultant will be to review each of the properties on the ground and to rank them in terms of exploration priority. Initial work is anticipated to focus on detailed mapping, where allowed by exposure, ground geophysics and surface geochemistry, and specific exploration recommendations will drive the subsequent programs.

The option agreements provide that, subject to certain conditions, including TSX Venture Exchange acceptance, Centenera will be granted the option to acquire a 100-per-cent interest in the properties, subject to an NSR royalty in favour of Tres Cerros. The three option agreements relate to the property groups set out in the attached table.


Property group          Properties  

Property group No. 1    Cerro Bayo and La Flora properties
Property group No. 2    Aylen, Aylen Oeste and Pedro properties                
Property group No. 3    Fiorentina, Fiorentina Norte and Aguila Mora properties

During the option period, Centenera will be responsible for maintaining the exploration concessions and permits comprising the properties in good standing, and paying all fees and assessments, and taking such other steps required to do so. There will be no other work commitments, and any work carried out on the properties will be at the sole discretion of Centenera.

The option will be structured as a two-stage option, whereby Centenera can earn an initial 80-per-cent interest, followed by the remaining 20-per-cent interest, subject to certain royalty conditions. The aggregate acquisition cost of the first option for all three property groups will be $2,887,500 (U.S.) payable in cash, and common shares in the capital of Centenera issued to Tres Cerros having a deemed issuance value of $3,675,000 (U.S.), over a period of six years.

The earn-in terms for the first option (for each of the property groups) will be as follows (all dollar amounts are United States dollars).

Date                                              Cash payments   Centenera shares  NI 43-101 report  Cumulative earned
                                                                                                               interest

Five business days from TSX-V acceptance of
the definitive agreement                                $12,500                 --                --                 --
First anniversary of the effective date                 $25,000            $50,000                --                 --
Second anniversary of the effective date                $50,000            $75,000                --                 --
Third anniversary of the effective date                 $75,000           $100,000                --                35%
Fourth anniversary of the effective date               $100,000           $200,000                --                51%
Fifth anniversary of the effective date                $200,000           $300,000                --                71%
Sixth anniversary of the effective date                $500,000           $500,000  Technical report                80%
Total                                                  $962,500         $1,225,000                --                 --

As part of the earn-in commitment for each property group, Centenera will be required to deliver to Tres Cerros a single technical report in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, with the subject property being the more advanced of the properties in each of the property groups. Other than the initial $12,500 cash payment (aggregate $37,500 for all the property groups), Centenera will not be obligated to make any payments or issue any stock to Tres Cerros.

For a period of 120 days after the exercise of the first option for each property group, Centenera will have the second option to acquire the remaining 20-per-cent (aggregate 100-per-cent) interest in that property group, by making a cash payment of $400,000 and issuing shares in the capital of Centenera valued at $400,000 to Tres Cerros, subject to a 0.75-per-cent NSR royalty, of which two-thirds of the royalty (0.5 per cent) can be purchased at any time for $1-million.

If Centenera elects not to exercise the second option, the parties will be deemed to have entered into a joint venture, with the initial participating interests of Centenera being 80 per cent and Tres Cerros being 20 per cent. In the event that either party's participating interest falls below 10 per cent then that party's interest will be converted to a 1-per-cent NSR royalty, one-half of which (0.5 per cent) can be purchased by the other party for $1-million.

Qualified person

Keith J. Henderson, PGeo, is the company's qualified person as defined by NI 43-101 and has reviewed the scientific and technical information that forms the basis for portions of this news release. He has approved the disclosure herein. Mr. Henderson is not independent of the company, as he is an employee of the company and holds securities of the company.

About Centenera Mining Corp.

Centenera is focused 100 per cent on mineral resource assets in Argentina, which include gold, silver, copper-gold and lithium assets. Centenera's assets are located in Salta, San Juan and Santa Cruz provinces, which are widely recognized as being favourable jurisdictions for mining and exploration.

We seek Safe Harbor.

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