08:28:00 EDT Tue 28 Jun 2022
Enter Symbol
or Name
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Inca One Gold Corp
Symbol IO
Shares Issued 73,858,925
Close 2015-11-30 C$ 0.11
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Inca One, Standard Tolling in talks for revised LOI

2015-11-30 19:40 ET - News Release

Also News Release (C-TON) Standard Tolling Corp (2)

Mr. Edward Kelly of Inca One reports

INCA ONE GOLD CORP. AND STANDARD TOLLING CORP. AGREE TO MODIFY AGREEMENT

Inca One Gold Corp. and Standard Tolling Corp.'s binding letter of intent announced on Oct. 7, 2015, has been terminated. A revised binding letter of intent is being negotiated, which will reflect material revision to transaction terms due to the fact that during the due diligence period, several significant issues connected with the long-term viability of permitting at Standard's Minera La Quinua SAC plant (MLQ or the MLQ plant) at the Huamachuco, Peru, property came to light.

Issues began to arise at the beginning of November, 2015, when inventory shipments from the MLQ plant to Inca One's Chala One plant were delayed by regional authorities. In addition, Inca One was advised by Standard that the regional authority recently indicated that it intends to withdraw the MLQ plant permit without recourse. Inca One was further advised that there has been continuing pressure from the local community and other interested Peruvian parties, and agreements were negotiated and agreed to, which now require MLQ to expeditiously relocate the MLQ plant and related equipment and assets from its current location. Consequently, Inca One is working with MLQ on the asset relocation by assisting with disassembly and transportation from the Huamachuco property to a secure location and to entering into the revised LOI.

For clarity, the parties currently understand that they will be unable to operate the MLQ plant as either a toll milling operation or a mineral depot at the current location. Inca One, during the past six months, has evaluated alternative depot and plant locations and has identified a potential alternative northern site, which is also more accessible for transportation and mineral supply.

Standard and Inca One are diligently negotiating the revised LOI, which will no longer constitute a business combination due to the recent material facts which have arisen relating to the MLQ plant. Rather, the parties are now working to restructure the agreement on an asset purchase basis, whereby Inca One will assume select debts of Standard for consideration of certain Standard and MLQ assets and the cancellation of two other Standard and Inca One agreements described below.

Pursuant to the binding LOI, the parties entered into a $550,000 (U.S.) loan agreement, which was advanced to Inca One by Standard on Oct. 6, 2015, in one advance of $495,000 (U.S.) being the principal sum of the loan less $55,000 (U.S.) prepaid interest. Inca One used $250,000 (U.S.) of the loan to purchase six million common shares of Standard at five Canadian cents per share. Subsequently, the parties entered into a mineral purchase advance, processing and repayment agreement on Oct. 21, 2015, to utilize Standard's ore purchase account. Since then, Standard has advanced Inca One $760,000 (U.S.) cash for the purpose of buying mineral/ore for the Chala One plant. The value of mineral/ore shipped to Inca One by MLQ is approximately $200,000 (U.S.) as at the date of this press release.

Standard and Inca One will provide additional information on the asset relocation and revised transaction as it becomes available. The revised transaction will be subject to various approvals, including TSX Venture Exchange regulatory approval.

We seek Safe Harbor.

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