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Enter Symbol
or Name
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PCI-1 Capital Corp
Symbol ICC
Shares Issued 2,835,000
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PCI-1 Capital completes QT with Curis Resources

2010-11-25 15:52 ET - News Release

Mr. Michael McPhie reports

CURIS COMPLETES $38 MILLION FINANCING AND QUALIFYING TRANSACTION WITH PCI-1 FOR TSX VENTURE EXCHANGE LISTING

PCI-1 Capital Corp. has completed a qualifying transaction with Curis Resources Ltd. in accordance with TSX Venture Exchange Inc. Policy 2.4 and will resume trading on the TSX-V under the symbol ICC on Nov. 26, 2010. The company will conduct business in Canada and the United States under the names Curis Resources and Curis Resources (Arizona) Inc., respectively, and intends to change the company's legal name to Curis Resources and update the TSX Venture Exchange stock symbol to CUV in the near future.

Michael McPhie, Curis president and chief executive officer, confirmed that the company has completed a $38-million private placement financing to complete the purchase and advance the development of its principal asset -- the Florence copper project in central Arizona.

"We are very pleased with the global financial market's strong interest in Curis Resources and its potential to become a significant North American copper producer in the near term," Mr. McPhie said. "We have now successfully transitioned to become a publicly traded company with a superior asset base, a robust treasury and a management team that clearly has the confidence of its international shareholders. Today's announcement sets the foundation for Curis to achieve significant financial and project success in the immediate future."

Successful completion of transaction and financing

On Nov. 24, 2010, the company completed the qualifying transaction, which included a brokered and non-brokered private placement of 18,973,252 common shares of the company at a price per common share of $2 for gross proceeds of approximately $38-million. A syndicate of agents, led by Salman Partners Inc. with Wellington West Capital Markets Inc. and Dahlman Rose and Company LLC, acted in connection with the brokered portion of the financing on a best-efforts basis. In consideration for their services, the company paid the agents a cash commission equal to 6 per cent of the gross proceeds raised under the brokered offering and issued to the agents broker warrants equal to 3 per cent of the number of common shares issued under the brokered offering. The agents were also compensated for their reasonable expenses in connection with the financing.

In connection with the qualifying transaction, the company has issued 32,600,001 common shares to the original shareholders of Curis. Furthermore, Curis has issued 1,603,889 common shares and will pay $8-million in cash to a vendor of a portion of the property comprising the Florence copper project in full and final settlement of the purchase consideration payable for the acquisition of that property. The total number of shares issued on the closing date of the qualifying transaction will be 56,012,142, with a further 1,745,000 securities reserved for future issuance on the exercise of options or warrants. Of these, the 32,600,001 common shares issued to the former shareholders of Curis under the financing, and 1,193,000 founders shares bought by newly appointed principals of the company and other parties designated by Curis, have been deposited into escrow and will be released pursuant to an escrow agreement between the company and Computershare Investor Services Inc., as the escrow agent, on the basis of 25 per cent of the initial escrowed amount on each of the six-, 12-, 18- and 24-month anniversaries of the date of closing. All of the common shares issued in connection with the financing are free trading under applicable Canadian and United States securities laws.

The company's immediate planned corporate goals are to i) optimize engineering for the Florence copper project; ii) undertake detailed economic and project development planning; iii) secure all major project permits and approvals for the project by the fourth quarter of 2011; and iv) initiate a phase 1 mine development program by year-end 2011.

Florence copper project

The Florence copper project is a low-cost copper development project located in central Arizona and is owned 100 per cent by the company. The project site hosts a porphyry copper deposit that is amenable to in situ copper recovery (ISCR) and industry-standard solvent extraction and electrowinning (SX-EW) copper production. The Florence deposit comprises an estimated 429.5 million tons of measured and indicated copper oxide resources, grading 0.331 per cent total copper (TCu) and containing 2.85 billion pounds of copper (at a 0.05-per-cent TCu cut-off) and an additional 92.8 million tons of inferred resources grading 0.267 per cent TCu and containing an additional 496 million pounds of copper (at a 0.05-per-cent TCu cut-off).

Under previous owner BHP Copper, the Florence copper project advanced to a prefeasibility study level of assessment in the late 1990s and achieved all major operating permits. The company is now amending and updating these operational permits through a well-defined and time-limited amendment process, with the goal of initiating copper production in mid-2012.

"We are well positioned to achieve our corporate goals of establishing the company and the Florence copper project as a next-generation copper producer over the next 20 months," confirmed Mr. McPhie. "Over the course of 2012, we expect to drill and activate an initial in situ copper recovery well block, and construct and commission an SX-EW plant to produce 99.999-per-cent pure copper cathode at the Florence copper project site. This will be followed by detailed engineering with the goal of advancing the project to full commercial production by the fourth quarter of 2013."

An NI 43-101-compliant preliminary economic assessment (PEA) of the Florence copper project prepared by SRK Consulting (U.S.) Inc. was completed in October, 2010. The study indicates a net present value (NPV) (after taxes and royalties) of $360-million (U.S.) for the project, using a 7.5-per-cent discount rate, an internal rate of return (IRR) of 30 per cent and capital payback early in the fourth year of a projected 19-year mine life. The reported economics are based on a $2.50 (U.S.) per pound copper price and an average design production rate of 76.5 million pounds of copper cathode per year. At a $3 (U.S.) per pound long-term copper price, the NPV increases to $550-million and the project has an IRR of 39 per cent. Direct operating costs are estimated at 68 U.S. cents per pound of copper. Initial capital costs are estimated at $237.8-million (U.S.). Additional details are appended to this release. A technical report further documenting the results of the PEA can be found at the Curis Resources website and on the company's profile on SEDAR.

The results of the PEA are preliminary in nature and contemplate a resource of 429 million tons of measured and indicated resources and 93 million tons of inferred resources. Inferred mineral resources are considered too speculative geologically to have economic considerations applied that would enable them to be categorized as mineral reserves, therefore, there is no certainty that the results of the preliminary economic assessment will be realized.

"Curis Resources, its asset base, senior management and corporate strategy have all received a tremendous vote of confidence from sophisticated international investors during the most recent round of financing," Mr. McPhie said. "We are buoyed by that vote of confidence and fully expect to meet our shareholders expectations in the near term with the timely and successful advancement of the Florence copper project."

About Curis Resources

Curis Resources is a mineral development company, the major shareholder of which is Hunter Dickinson Inc. Curis is focused on the acquisition, development and operation of high-quality next-generation copper properties in progressive jurisdictions around the world.

About Hunter Dickinson

Hunter Dickinson (HDI) is a diversified, global mine development company with a 25-year history of mineral development success. From its head office in Vancouver, Canada, HDI applies its unique strengths and capabilities to acquire, develop, operate and monetize mineral properties that provide consistently superior returns to shareholders.

The October, 2010, technical report was written by independent qualified persons Allan V. Moran, RG, Corolla K. Hoag, RG, Terry McNulty, PE, and Russell White, RG, of SRK Consulting, who have reviewed the technical content of this release.

Preliminary economic assessment

Summary of parameters and economic model results

Historical detailed engineering and analysis by BHP Copper in the period 1996 to 2000 generated information sufficient to achieve prefeasibility-level study for the Florence copper project as an ISCR operation. BHP operated a successful ISCR production test at the Florence site in 1998 which successfully confirmed the viability of utilizing in situ production techniques for extracting copper. The production test and an extensive groundwater monitoring program over the past 13 years have also conclusively demonstrated that ISCR techniques will have no adverse impacts to local or regional groundwater quality.

SRK, in conjunction with Curis, have re-evaluated the Florence copper project data with current technology and cost estimates to define a robust project. The PEA utilizes the measured, indicated and inferred resources for the Florence copper project as estimated by SRK in 2010. It assumes industry-standard ISCR well field injection and recovery technology for the in situ extraction of oxide copper and an SX-EW copper recovery plant to produce cathode copper.

A detailed outline of the PEA results is shown in the attached table for the base case at $2.50 per pound of copper, as well as for $3 per pound of copper.

                                                                              
Description                                    Value   $/lb Cu             Value     
    
Copper price                                   $2.50         -             $3.00         
Copper production (lb)                 1,236,149,000         -     1,236,149,000 
Total operating cost                    $870,211,000    $0.704      $870,211,000   
Operating margin                      $1,969,119,000    $1.593    $2,540,348,000 
Income, city and state tax             $(469,882,000)  $(0.360)    $(660,279,000) 
Initial capital costs                   $237,776,000         -      $237,776,000   
Cash flow                               $817,175,000         -    $1,198,007,000
Internal rate of return                          30%         -               39%           
Net present value using 7.5-per-cent
discount rate                           $359,830,000         -      $550,055,000  

SRK completed the PEA as a study of the ISCR operability of the Florence copper project, utilizing industry-standard criteria. However, it should be recognized that a number of capital cost areas within the PEA present a higher (prefeasibility-level) degree of accuracy. In particular, process facilities, downhole drilling, in-hole components and surface gathering facilities have a higher degree of accuracy with respect to costs. In terms of operating costs, process facilities are also estimated at a greater level of accuracy than a normal PEA level, whereas the well field operating costs are more variable. Given the nature of how this project will be developed and the scale of work and timing involved, the company expects to achieve substantial reductions in costs in the well field installation and operations, as outlined in the PEA, when contracts are actually tendered.

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