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Pure Energy Minerals Ltd (3)
Symbol PE
Shares Issued 33,967,983
Close 2024-09-04 C$ 0.27
Market Cap C$ 9,171,355
Recent Sedar Documents

Pure Energy signs Railroad option deal with Ameriwest

2024-09-04 17:48 ET - News Release

Also News Release (C-AWLI) Ameriwest Lithium Inc (2)

Mr. David Watkinson reports

AMERIWEST LITHIUM SIGNS LETTER OF INTENT TO OPTION ITS RAILROAD VALLY PROPERTY, NV TO PURE ENERGY MINERALS

Ameriwest Lithium Inc. has signed a letter of intent (LOI) with Pure Energy Minerals Ltd. Subject to the terms of the LOI, Pure Energy (and/or any of its affiliates and subsidiaries) will have a first option to earn-in and acquire a 65-per-cent interest in Ameriwest's Railroad Valley property. Pure Energy would have a second option to earn-in and acquire an additional 10-per-cent interest in the property, for a total of a 75-per-cent interest. Pure Energy would have a third option (the third option to earn-in and acquire an additional 10-per-cent interest in the property for a total of an 85-per-cent interest). Ameriwest and Pure Energy are referred to collectively herein as the parties. The property consists of 563 unpatented mineral claims totalling about 11,200 acres (4,533 hectares) located in Nye county, Nevada.

David Watkinson, president and chief executive officer of Ameriwest, stated: "We are extremely pleased to have Pure Energy as a partner at Railroad Valley. They have experience in drilling and developing lithium brine resources in Clayton Valley, where their property hosts a lithium brine pilot plant. We look forward to Pure Energy advancing Railroad Valley through the option periods and subject to their success, the formation of a joint venture in the future. Ameriwest, in turn, will focus on developing our core asset, the Thompson Valley lithium clay property in Arizona."

1. First option

Ameriwest (and/or any of its affiliates or subsidiaries) will grant to Pure Energy (and/or any of its affiliates or subsidiaries) the sole and exclusive right and first option to earn-in and acquire an undivided 65-per-cent interest in the property, which would be exercisable by Pure Energy for a period of 36 months (the first option period) from the closing date of a definitive agreement. Details of the earn-in requirements are outlined in Table 1.

After completing the first option requirements, Pure Energy would have the option of forming a joint venture with Ameriwest or continuing to earn an additional interest in the property by electing to move forward with the second option.

2. Second option

Ameriwest (and/or any of its affiliates or subsidiaries) will grant to Pure Energy (and/or any of its affiliates or subsidiaries) the sole and exclusive right and second option to earn-in and acquire an additional undivided 10-per-cent interest in the property, for a total 75-per-cent interest, which would be exercisable by Pure Energy for in the fourth and fifth years of the agreement by completing the following, as shown in Table 2.

After completing the second option requirements, Pure Energy would have the option of forming a joint venture with Ameriwest or continuing to earn an additional interest in the property by electing to move forward with the third option.

3. Third option

Ameriwest (and/or any of its affiliates or subsidiaries) will grant to Pure Energy(and/or any of its affiliates or subsidiaries) the sole and exclusive right and third option to acquire an additional undivided 10-per-cent interest in the property, for a total 85-per-cent interest, which would be exercisable by Pure Energy for in the sixth year of the agreement by completing that shown in Table 3.

After completing the third option requirements, Pure Energy would have the option of forming a joint venture with Ameriwest and acquiring an 85-per-cent interest in the property.

For the purposes of the LOI, exploration expenditures will include claim maintenance and transfer fees, claim staking fees, property and other taxes, legal costs incurred (excluding, for certainty, costs incurred by Pure Energy or Ameriwest in completing the transaction), exploration expenditures, permitting expenditures, cost of scoping studies, technical reports, prefeasibility studies, and feasibility studies and related engineering work, reclamation expenditures, and reasonable administrative costs.

For the avoidance of doubt, BLM (Bureau of Land Management) and county claim maintenance fees count toward minimum exploration expenditures. Any minimum exploration expenditures performed in a period that exceed the minimum exploration expenditure amount, get credited to the next year or option period. If Pure Energy accelerates the cash payment, property payments, share payments issued and minimum explorations expenditures, then the ownership earned would also be accelerated.

During the option periods, shares issued to Ameriwest would be issued with one-third of the shares having a four-month hold, one-third of the shares having an eight-month hold and one-third of the shares having a 12-month hold. The shares will be issued at a deemed issue price equal to the 10-day VWAP (volume-weighted average price) of Pure Energy's shares prior to the applicable anniversary date on which the shares are to be issued, subject to a floor price equal to the discounted market price (as defined in the policies of the TSX-V) at the time of announcement of the transaction.

Prior to the formation of the joint venture, the parties would establish an industry standard joint venture operating agreement or other mutually agreed upon form of agreement, with standard dilution clauses in the event of non-participation in work programs. After forming the joint venture, if either party elects not to contribute to the joint venture and its interest falls below 10-per-cent ownership at any time (the diluted party), the diluted party's interest in the property will become a 2-per-cent net smelter royalty.

As soon as reasonably practicable after the execution of this letter of intent, the parties will commence to negotiate in good faith a definitive purchase agreement relating to the transaction. The definitive agreement will include the terms summarized in this LOI and such other representations, warranties, conditions, covenants, indemnities and other terms that are customary for transactions of this kind and are not inconsistent with the LOI. The closing date shall be the date of signing of the definitive agreement, subject to regulatory approval, with the definitive agreement and closing to occur on or before Nov. 1, 2024, or such date to be mutually agreed upon by both parties in writing.

Qualified person statement

David Watkinson, PEng, a non-independent qualified person under the National Instrument 43-101 instrument, has reviewed and approved the technical content of this news release. Mr. Watkinson is the president and chief executive officer of Ameriwest.

About Pure Energy Minerals Ltd.

Pure Energy Minerals is a lithium resource developer that is driven to become a low-cost supplier for the growing lithium battery industry. Pure Energy has consolidated a pre-eminent land position at its Clayton Valley Project in the Clayton Valley of central Nevada for the exploration and development of lithium resources, comprising 950 claims over 23,360 acres (9,450 hectares), representing the largest landholdings in the valley.

About Ameriwest Lithium Inc.

Ameriwest is a Canadian-based exploration company focused on identifying strategic lithium mineral projects for exploration and resource development. The company is currently focused on exploring its Thompson Valley lithium clay property in Arizona. The property consists of 17 mineral exploration permits with the Arizona State Department of Lands and 33 mineral claims totalling with the Bureau of Land Management totalling about 9,500 acres (3,800 hectares). A National Instrument 43-101 technical report entitled Thompson Valley lithium project exploration target, Yavapai county, Arizona, with release date Jan. 31, 2023, and effective date Jan. 17, 2023, can be found under Ameriwest's corporate filings on SEDAR+.

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