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Enter Symbol
or Name
USA
CA



Full Metal Minerals Ltd (3)
Symbol FMM
Shares Issued 5,930,940
Close 2018-04-19 C$ 0.095
Market Cap C$ 563,439
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Full Metal to acquire Puhipuhi gold project in N.Z.

2018-04-20 17:26 ET - News Release

Mr. Michael Williams reports

FULL METAL MINERALS TO ACQUIRE PUHIPUHI GOLD PROJECT

Full Metal Minerals Ltd. has entered into a share purchase agreement with mid-tier gold producer Evolution Mining Ltd. (ASX: EVN) to purchase a 100-per-cent interest in the Puhipuhi gold project by purchasing the shares of Evolution's wholly owned subsidiary Evolution Mining NZ Pty. Ltd.

The Puhipuhi project is an exploration-stage epithermal gold project located in the Northland region of the North Island of New Zealand. Evolution NZ currently holds an exploration permit over the Puhipuhi area and an additional exploration permit over adjoining areas.

Since acquiring Puhipuhi in June, 2015, Evolution NZ has spent over $5-million (New Zealand) on exploration including extensive soil geochemical surveys, 24 line kilometres of geophysics surveys and 3,800 metres of diamond drilling.

Project highlights:

The project is well located relative to infrastructure including roads and electricity. It is within seven km of the state highway.

High-grade Au and Ag have been intercepted by drilling at localities over two km apart, including two metres at 17 grams per tonne Au and 15 g/t Ag, 0.6 m at 23.4 g/t Au, and 146 g/t Ag and two m at 12.4 g/t Au, and 85.0 g/t Ag. Other significant results include a 28 m vein intercept (chalcedony and lattice-textured quartz) that has not been followed up by subsequent drilling.

Evolution NZ has identified multiple structures and targets through a combination of historic exploration activity and recent exploration, giving a solid basis for Full Metal Minerals to test the following high-priority targets: The strike continuity of high-grade drill intercepts, which are over two km apart within the central mineralized corridor, remains untested; sinter upflow zones interpreted from geophysics on second order linking faults; a number of geochemical targets in the central area of the project; and other areas within the two exploration permits where detailed geochemical sampling has not been undertaken.

Evolution NZ completed a comprehensive environmental baseline study including: surface and ground water analysis, soil surveys and analysis, steam sediment surveys, and flora and fauna surveys. This establishes a sound platform for Full Metal's recommencement of work on the project.

Deposit model

Oceana Gold's Waihi mine, a low-sulphidation epithermal gold-silver deposit, which has been in modern production since 1988, is also located on the North Island of New Zealand. Mining has taken place in three parallel areas, spanning nearly two km: Martha, Correnso and Favona, each with multiple mineralized vein structures. The vein systems strike between 200 and 2,000 m, 170 m to 700 m in vertical range and are typically 1.5 m wide, locally up to a maximum of 30 m (1). Full Metal considers this a deposit analogue with which to test the potential of the Puhipuhi gold project. Oceana's guidance for Waihi mine in 2018 is 75,000 to 85,000 ounces of gold (2).

Acquisition terms

Under the share purchase agreement dated April 19, 2018, the company will pay to Evolution Mining an initial cash payment of $50,000 at closing. In addition, the company has agreed to pay the following amounts to Evolution Mining upon the company or Evolution NZ achieving the following milestones on the project: up to $275,000 upon Evolution NZ entering into a new or amended access agreement with certain surface rights owners; $250,000 upon exploration expenditures of $2-million being incurred; $250,000 upon cumulative exploration expenditures of $4-million being incurred; $500,000 upon completion of a NI 43-101-compliant technical report containing an estimate of mineral resources of at least 500,000 ounces of gold; $1.75-million upon completion of a feasibility study; and $2.5-million upon commencement of commercial production. Other than the initial cash payment, all cash payments may, at the option of the company, instead be satisfied by issuing common shares of the company based on the greater of the volume weighted average trading price of the FMM shares for a 20-consecutive-trading-day period ending prior to the date of issuance and the minimum price permitted by the TSX Venture Exchange.

The acquisition is an arm's-length transaction. No finders' fees are payable in respect of the acquisition. The closing of the acquisition is subject to acceptance by the TSX Venture Exchange.

Private placement

The company also announces an equity financing of up to 15,625,000 common shares at a price of eight cents per share for gross proceeds of up to $1.25-million (Canadian) to finance transaction costs of the acquisition, the initial cash payment under the acquisition, exploration expenditures on the project and working capital. Completion of the financing is subject to acceptance by the TSX Venture Exchange.

The company also anticipates settling certain outstanding debts, which may include trade payables, management services fees and entitlements to change of control payments under management services agreements in connection with the acquisition and the financing. This may include the issuance of securities subject to acceptance by the TSX Venture Exchange.

The company also announces that the agreements, which were entered into in July, 2011, between Full Metal and companies controlled by the president and chief executive officer and chief financial officer of the company and the corporate secretary of the company have been further amended. Prior to these amendments, the agreements provided for a change of control payment if within 42 months following a "change of control" the contractor's engagement is terminated by the company without good cause or the contractor resigns. The amendments extend the 42-month period to 48 months. For further information regarding the change of control payment entitlements, see the company's information circular dated Sept. 12, 2014, and filed on the company's profile on SEDAR, the company's subsequently filed information circulars and the company's Oct. 14, 2015, Oct. 19, 2016, and Oct. 23, 2017, news releases.

(1.) "2015 NI 43-101 Technical Report for the Waihi Gold Mine," Maton, T., Bertoldi, D., and Church, P., effective Nov. 23, 2015.

(2.) Ocean corporate presentation, March, 2018.

Qualified person

Adrian Fleming, AusIMM (CP), an independent qualified person as defined by NI 43-101, has reviewed and approved, but has not verified, the technical content of this press release, and consents to the information provided in the form and context in which it appears. The technical information regarding the project in this press release is based on information provided to the company by Evolution NZ, and the company anticipates incorporating the technical information into an independent technical report.

We seek Safe Harbor.

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