Mr. Christopher Herald of Solitario reports
SOLITARIO MAKES PRIVATE PLACEMENT INTO ELY GOLD & MINERALS AND SIGNS LETTER OF INTENT TO JOINT VENTURE ELY GOLD & MINERALSA MT. HAMILTON GOLD PROJECT IN NEVADA
Solitario Exploration & Royalty Corp. has arranged a private placement in Ely Gold & Minerals Inc. of
$250,000 for units, described below. This placement is part of a
letter of intent (LOI) between Solitario and Ely to joint venture
Ely's Mt. Hamilton gold project situated at the southern end of the
prolific Battle Mountain gold trend in eastern Nevada. The Mt. Hamilton
project is an advanced gold project where over 314 drill holes have
defined the Centennial gold deposit. Under the LOI, Solitario may earn
up to an 80-per-cent interest in the project by completing various staged
commitments.
Chris Herald, president and chief executive officer, stated: "We are delighted to partner
with Ely on this very attractive advanced gold project and commend Ely
in its efforts to bring the project to this stage. Solitario's core
strategy remains exploration and royalty generation through net-profit-royalty-structured joint ventures. We believe the Mt. Hamilton project
has good exploration potential."
Trey Wasser, executive vice-president of Ely, stated: "We are very excited to be partnering
on the Mt. Hamilton project with Solitario. This investment and joint
venture provides the capital to fast-track the development of a
significant asset in Nevada. In a difficult market environment, we are
pleased to have a partner with the proven track record and the financial
strength of Solitario."
Terms of the LOI
On signing the LOI, Solitario subscribed for a private placement of
3,333,333 units of Ely at a price of 15 cents per unit for a total
consideration of approximately $500,000. Each unit consists of one
common share and one-half share purchase warrant entitling the holder of
a whole warrant to purchase an additional share of Ely for 25 cents,
with such warrant expiring two years from the subscription date. The
private placement consists of two tranches; the first tranche of
$250,000 is to be financed on or before Aug. 31, 2010, subject to TSX
Venture Exchange acceptance, and the second tranche will be financed upon Ely
shareholder and exchange approval of the joint venture arrangement
anticipated no later than late October, 2010.
Solitario will be conducting due diligence on the Mt. Hamilton project
through the date of shareholder approval. Thereafter, Solitario will be
committed to spend $1.0-million on exploration and feasibility work, and
to pay $300,000 (U.S.) in an advanced royalty payment. After completing these
initial commitments, Solitario may elect to terminate its interest in
the Mt. Hamilton project at any time and will have no further earn-in
obligations on the project.
To earn its full 80-per-cent interest in the project and fulfill other LOI
commitments, Solitario is further required to:
- Make cash payments to the subsidiary of Ely which will hold Ely's
joint venture interest totaling $2.75-million (U.S.) in cash, issue 300,000
shares of Solitario common stock and subscribe to $2.50-million
(U.S.) worth of Ely common stock at market, all of which are scheduled from
2011 through mid-2015;
- Make payments of $300,000 (U.S.) per year in advanced royalty payments that
are deductable against future production royalties to the underlying
royalty owner and, prior to commercial production, pay $5.0-million to
reduce the NSR royalty rate from 8 per cent to 3 per cent;
- Complete a bankable feasibility study;
- Upon request, arrange 100-per-cent project financing for development of the
Mt. Hamilton project after completion of a bankable feasibility study;
construction and permitting costs incurred after feasibility will be
shared pro rata, however, Ely may elect to have Solitario finance all
costs, with such costs, plus interest, to be repaid by the joint
venture to Solitario out of 80 per cent of Ely's share of net proceeds from
the joint venture.
The proposed joint venture remains subject to Ely shareholder approval
and final acceptance by the TSX Venture Exchange.
For a more complete list of the terms and conditions under the LOI, a
copy of the LOI is available online at www.sedar.com,
www.solitarioxr.com
& www.elygoldandminerals.com.
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