Mr. Curtis Johnson of Scout Discoveries reports
SCOUT DISCOVERIES ANNOUNCES 14.9% STRATEGIC INVESTMENT BY AGNICO EAGLE AND AN EARN-IN AGREEMENT IN IDAHO; ELECTRUM INCREASES TO 30% OWNERSHIP IN COMBINED US$25 MILLION PRIVATE PLACEMENT
Scout Discoveries Corp. has agreed to a $14,769,411 strategic equity investment in Scout by Agnico Eagle Mines Ltd. at $1.50 per share representing 9,846,274 shares for a 14.9-per-cent fully diluted ownership of the company. Concurrently, Scout's largest shareholder, The Electrum Group, has agreed to invest $10,233,052.50 at $1.50 per share for 6,822,035 shares to increase its fully diluted ownership in Scout from 27 per cent to 30 per cent, comprising a total private placement of $25,002,463.50, with no warrants or fees. Closing of the investment is subject to customary closing conditions as well as closing of the ownership transfers (as defined below) in respect of the Muldoon project. All dollar amounts herein are expressed in U.S. dollars.
Key take-aways:
- Agnico Eagle has agreed to invest $14.8-million in Scout for a 14.9-per-cent ownership, with The Electrum Group agreeing to invest $10.2-million to increase its ownership to 30 per cent, at $1.50 per share. Funds will support exploration at Cuddy Mountain, Speed Goat and additional projects.
- Agnico Eagle may earn up to 70-per-cent interest in Scout's Elk City and Muldoon projects by financing up to $60-million and $30-million, respectively, over eight years in exploration expenditures, with approximately $9.4-million budgeted through 2027.
Alongside the private placement, Scout entered into arrangements with Bronco Creek Exploration Inc. and Basin and Range Resources LLC, each a wholly owned subsidiary of Elemental Royalty Corp. Under those arrangements, Scout will acquire 100-per-cent ownership of the Speed Goat, Muldoon, Robber Gulch, Century, Moose Ridge, Independence and Silverback projects upon completion of the applicable closing deliverables, including the issuance of 2,284,821 shares of Scout. Upon closing, the ownership transfers will eliminate approximately $4.5-million in future cash payments and $8.4-million in future work commitments across the seven projects. These were projects the Scout team generated while at Bronco Creek from 2018 to 2022, before Scout was spun out in 2023.
On closing of the investment, Scout and Agnico Eagle will execute a definitive earn-in agreement covering Scout's Erickson Ridge and South Orogrande projects (collectively, the Elk City project) in Idaho and Agnico Eagle will acquire an option to, among other things, enter into an earn-in agreement on Scout's Muldoon project in Idaho.
Under the Elk City earn-in, Agnico Eagle may earn a 51-per-cent interest in the Elk City project by financing $20-million of work at Elk City over a five-year period. Upon exercise of the option under the Elk City earn-in, Scout and Agnico Eagle will enter into a joint venture agreement, under which Agnico Eagle may earn an additional 19-per-cent interest, for a total 70-per-cent interest, by financing a further $40-million at Elk City over the following three years.
Agnico Eagle's option to enter into an earn-in agreement in respect of Scout's Muldoon project, if exercised, will entitle Agnico Eagle to enter into an agreement to earn into a 51-per-cent interest in the Muldoon project by financing $10-million of work at the Muldoon project over a five-year period. Following completion of such financing, the Muldoon earn-in agreement will provide Agnico Eagle with the option to enter into a joint venture agreement with Scout, under which Agnico Eagle may earn an additional 19-per-cent interest, for a total 70-per-cent interest, by financing a further $20-million at the Muldoon project over the following three years.
Scout will serve as the operator during the earn-in periods, with drilling performed by Scout's internal drilling division, Scout Drilling LLC. Initial exploration programs total approximately $9.4-million through the end of 2027.
"This is exactly what we set out to do when we began working in Idaho eight years ago," said Curtis L. Johnson, president and chief executive officer of Scout. "We came here with the conviction that Idaho hosts district-scale mineral systems worthy of the attention of the world's leading mining companies, and we have spent those years assembling the land positions, the data sets and the teams to prove it. Partnering with Agnico Eagle -- one of the most respected gold producers in the world -- at Elk City and Muldoon and welcoming them as a 14.9-per-cent shareholder is the strongest endorsement yet of that work. It also builds on the foundation laid with our earlier partners, and we are grateful to Electrum, the Bronco Creek team at Elemental Royalty Corp. and the shareholders who have backed this vision from the beginning. With programs funded and our drills turning, we're just getting started."
The investment was completed pursuant to Rule 506(b) of Regulation D promulgated by the SEC (U.S. Securities and Exchange Commission) under the Securities Act of 1933, as amended, solely to persons who qualify as accredited investors and in accordance with applicable securities laws.
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