12:21:38 EDT Thu 09 May 2024
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Minsud Resources Corp
Symbol MSR
Shares Issued 164,158,515
Close 2024-04-03 C$ 1.00
Market Cap C$ 164,158,515
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Minsud issues 50.1% stake in MSA to South32 Aluminium

2024-04-05 15:01 ET - News Release

Mr. Ramiro Massa reports

MINSUD COMPLETES ISSUE OF A 50.1% SHAREHOLDING IN ITS ARGENTINIAN SUBSIDIARY TO SOUTH32; EXERCISES CALL RIGHT

Minsud Resources Corp., further to the company's press releases dated April 13, 2023, and Nov. 27, 2023, Minsud has completed the issue to South32 Aluminium (Holdings) Pty. Ltd. of a 50.1-per-cent shareholding in Minera Sud Argentina SA (MSA), Minsud's indirect Argentinian subsidiary that holds and operates its flagship Chita Valley project. The issue was made in accordance with South32's earn-in right under the earn-in agreement dated Nov. 1, 2019, as amended, between South32, MSA, Minsud and Minsud Argentina Inc. (MAI), a wholly owned subsidiary of the company.

South32 has subscribed for MSA shares representing a 50.1-per-cent ownership interest in consideration for South32's already financed capital contributions to MSA of $27-million under the earn-in agreement (the South32 initial capital contribution). Further, MAI will not be obligated to contribute any amount to an approved program and budget for the Chita Valley project until the later of: (i) the date on which the aggregate of the South32 initial capital contribution and future amounts contributed and financed by South32 in respect of MSA-approved programs and budgets equals $42-million; and (ii) April 5, 2026.

MAI and South32 have entered into a shareholders' agreement to govern the management and operation of MSA, which will include further exploration and, if economically feasible and agreed by the shareholders, the development and exploitation of the Chita Valley project.

Following South32's acquisition of a majority shareholding, Ramiro Massa will no longer act as chief executive officer of MSA, as he will be focusing on his duties full-time as chief executive officer of Minsud and MAI, which will include supervision of the joint venture on behalf of Minsud, and participation on MSA's technical and governance committees. He will, however, engage in part-time consulting activities over the next six months to facilitate a smooth transition.

Agustin Dranovsky, Minsud's director, said: "We extend our deepest gratitude and appreciation to Ramiro for his outstanding leadership, dedication and contributions during his tenure as chief executive officer of MSA. We are confident that the strong foundation laid by Ramiro will continue to propel our company forward."

Minsud also announces that it has exercised its call right under the put and call option agreement with Compania de Tierras Sud Argentino SA (CTSA) dated May 10, 2011, in connection with the 542,600 shares of MSA not acquired by the company in its reverse takeover transaction that was completed 2011. The put and call option agreement allows the remaining 542,600 shares of MSA held by CTSA to be exchanged for 790,000 common shares of the company at the option of either party, at any time. As a result of Minsud's exercise of its call right, 790,000 common shares of Minsud were issued in exchange for 542,600 shares of MSA that were held by CTSA.

CTSA is a control person of the company and the acquisition of the Minsud shares constitutes a related-party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemption from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101, as the fair market value insofar as it relates to interested parties is not more than 25 per cent of Minsud's market capitalization. The company did not file a material change report 21 days prior to the issuance of the Minsud shares as the exercise of the call right by the company had not been confirmed at that time.

About the Chita Valley project, San Juan province

The Chita Valley project is a large exploration-stage porphyry system with classic alteration features, widespread porphyry-style Cu-Mo-Au (copper-molybdenum-gold) and polymetallic Ag-Pb-Zn (silver-lead-zinc) mineralization hosted by hydrothermal phreatic breccias, and associated gold- and silver-bearing polymetallic veins of intermediate sulphide composition that conformed an outcropping porphyry system at Chita and a lithocap of a porphyry system at Chinchillones. San Juan province of Argentina has a robust mining sector and recognizes the important economic benefits of responsible development of its substantial mineral resource endowment.

About Minsud Resources Corp.

Minsud is a mineral exploration company focused on exploring its flagship Chita Valley Cu-Mo-Au-Ag-Pb-Zn project, in the province of San Juan, Argentina.

We seek Safe Harbor.

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