Mr. Chris Paul reports
HERCULES METALS ENTERS INTO STRATEGIC AGREEMENT WITH BARRICK TO CONSOLIDATE 73-KILOMETRE CLAIM BELT AROUND ITS LEVIATHAN COPPER DISCOVERY IN IDAHO
Hercules Metals Corp. and its wholly owned U.S. subsidiary, Anglo-Bomarc U.S. Inc., have entered into a strategic option agreement with Barrick Gold Exploration Inc. (BGE), a wholly owned U.S. subsidiary of Barrick Mining Corp., to lead a consolidated district-scale exploration strategy and earn a 100-per-cent interest in over 74,000 acres of unpatented mining claims surrounding the company's Hercules property and the flagship Leviathan porphyry discovery in western Idaho. In exchange, Barrick will increase its equity position in the company.
Chris Paul, chief executive officer and a director of Hercules Metals, commented: "Consolidating the 73-kilometre Olympus copper belt represents a once-in-a-lifetime opportunity for Hercules shareholders and signifies a strong endorsement of our team's execution and vision. We are honoured by Barrick's confidence as we advance Leviathan alongside a greatly expanded district-scale exploration strategy moving forward.
"The Leviathan system hosts evidence of a rare and exceptional copper-silver enrichment event which formed during a regional tectonic episode that potentially affected the entire Olympus belt of claims, making it one of the largest and most compelling new copper projects in the United States today."
Mr. Paul concluded: "This transaction comes at a time of major change for mining in the United States, with significant tailwinds in the form of streamlined federal permitting and a potential 50-per-cent tariff on foreign copper. The impacts of this, alongside rising prices and declining reserves in the U.S., positions Hercules to deliver exceptional value for our shareholders moving forward."
Overview of the transaction
The option, if exercised, will increase the company's original 26,000-acre land position to over 100,000 acres and establish Hercules as a controlling claimholder in one of the most prospective new porphyry copper belts in the United States. The Olympus claims package encompasses numerous porphyry targets along trend from the Leviathan system, enabling Hercules to deploy its proprietary strategy of specialized mapping and deep-penetrating geophysics to rapidly identify additional porphyry targets for drill testing.
Pursuant to the agreement, Hercules will make staged payments, either through issuance of common shares in its capital or cash, at its election, to BGE or its designee totalling $8-million over three years. On exercise of the agreement, Anglo-Bomarc will grant BGE a net smelter return (NSR) royalty of 1 per cent on the Olympus claims, which can be bought back and reduced to 0.25 per cent.
Terms of the agreement
Pursuant to the terms and subject to the conditions of the agreement, the company has the option to earn a 100-per-cent interest in the Olympus claims, subject to the NSR royalty, by issuing shares to BGE or its designee according to the following schedule.
During the term of the agreement, the company may elect to deliver cash payments to BGE, in lieu of share issuances, for the option payments. In addition, the company has the right to accelerate its exercise of the option by making all of the option payments at any time.
During the term of the agreement, the company shall reimburse BGE for dollar amounts required by the U.S. Bureau of Land Management and recorders for the counties in which the Olympus claims are located to maintain the claims in good standing and record annual notices of intent to hold for each relevant assessment year.
On exercise of the agreement, Anglo-Bomarc will also grant BGE a 1-per-cent NSR royalty from the sale of all mineral products on the Olympus claims, of which three-quarters (0.75-per-cent NSR royalty) can be repurchased for a one-time lump-sum payment of $7.5-million (U.S.) to BGE, reducing the overall NSR royalty to 0.25 per cent.
Hercules will not issue any shares to BGE or its designee that would result in Barrick or its affiliates owning more than 19.9 per cent of the company's outstanding securities, including convertible securities. If any share issuance would exceed this threshold, Hercules will instead pay BGE or its designee a cash amount equal to the value of the excess shares.
Any common shares issued under the option agreement will be subject to a four-month-and-one-day hold period in accordance with applicable securities laws. The agreement remains subject to acceptance of the TSX Venture Exchange. No finders' fees are payable in connection with the agreement.
Multilateral Instrument 61-101 -- related party transaction
At the time the agreement was agreed to, Barrick Mining owned 33,556,870 common shares, representing 12.82 per cent of the voting rights attached to the issued and outstanding shares, and, accordingly, the agreement and related issuances of shares to Barrick or its affiliates thereunder constitutes a related party transaction as defined in MI 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 based on the fact that the fair market value of the common shares to be issued pursuant to the agreement does not exceed 25 per cent of the company's market capitalization, as calculated in accordance with MI 61-101. The agreement is not subject to disinterested shareholder approval.
Qualified person
The scientific and technical information in this news release has been reviewed and approved for disclosure by Dillon Hume, PGeo, vice-president, exploration, for the company. Mr. Hume is a qualified person for Hercules Metals within the meaning of National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Hercules Metals Corp.
Hercules Metals is an exploration company focused on developing America's newest porphyry copper district in Idaho.
The 100-per-cent-owned Hercules project, located northwest of Cambridge, hosts the newly discovered Leviathan porphyry copper system, one of the most important new discoveries in the region to date. The company is well positioned for growth through continued drilling, supported by a strategic investment from Barrick Mining.
With the potential for significant scale, the company's management and board of directors aim to build on its proven record, which includes the discovery and development of numerous precious metals projects around the world.
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