Top news heute! Colombian Mines gewinnt einen strategischen Partner für das Hauptprojekt Yarumalito. Und das ist nicht irgendeiner, sondern der größte kanadische Rohstoffkonzern!
Colombian, Teck arrange placement, Yarumalito JV
2012-03-02 08:03 ET - News Release
Mr. Robert Carrington reports
COLOMBIAN MINES STRIKES $15.5 MILLION AGREEMENT WITH STRATEGIC INVESTOR AT YARUMALITO
Colombian Mines Corp. and Teck Resources Ltd., subject to regulatory approval, have entered into an agreement with a value of $15.5-million to Colombian Mines and its shareholders. Teck will make a $1,000,110 good-faith strategic investment in Colombian Mines by means of a non-brokered private placement. Teck will then have the right, until May 31, 2012, to make further private placements in the company, and Teck's local subsidiary (TLS) will simultaneously enter into an agreement to earn a joint venture interest in the Yarumalito project, whereby TLS could earn up to a 70-per-cent joint venture interest by spending not less than $10-million on exploration and making cash payments and private placements totalling $5.5-million to the company to fully vest as to 70 per cent. Colombian Mines will remain manager of the project during the initial earn-in phase through its wholly owned Colombian subsidiary Corporacion Minera de Colombia (CMC), and will receive a management fee equal to 10 per cent of all exploration expenditures. The total value of the work commitments, payments and private placements to Colombian Mines is $15.5-million, as more fully described below.
Subject to regulatory approval and upon satisfaction of certain conditions prior April 30, 2012, Teck will subscribe for 1,887,000 units at a price equal to 53 cents per unit for net proceeds of $1,000,110, and for an additional 963,000 units at a price equal to 53 cents per unit for additional proceeds of $510,390 no later than May 31, 2012, upon satisfaction or waiver of a condition. Each unit will consist of one common share of stock and one-half warrant. Each full warrant may be exercised at a price equal to 90 cents per share for 12 months after the closing of the private placement, and at a price of $1.15 per share during the period that is between 12 and 24 months after the closing date of the private placement. Teck will hold 8.7 per cent of the issued and outstanding shares of the company after the private placements. The shares issued in connection with the placement will be subject to a mandatory four-month hold period, and certain anti-dilution provisions will apply. No brokerage or finders' fees will be paid, and there are no restrictions on the use of proceeds from the private placement.
Concurrent with closing of the second private placement, CMC and TLS will enter into an option agreement whereby CMC will grant TLS the option to earn an initial 55-per-cent interest and become operator of the project by spending $5-million on or before the fourth anniversary of the agreement, $1.5-million of which is a non-revocable commitment to be spent within 12 months of the effective date of the option agreement. TLS will have a second option under which it may earn an additional 15-per-cent undivided interest (total 70-per-cent interest) by spending an additional $5-million in exploration on or before the sixth anniversary of the agreement. Over the life of the agreement, TLS will make staged cash payments to CMC totalling $2-million, and Teck will make additional private placements, at market, totalling $3.5-million, into Colombian Mines. CMC will remain manager of the project during TLS's initial earn-in phase, and will be entitled to a 10-per-cent management fee.
Colombian Mines' president and newly appointed chief executive officer, Robert Carrington, stated, "As far as I am aware, this is the largest joint venture for a gold property in recent years in Colombia." Colombian Mines management is pleased that Teck has chosen to enter Colombia at Yarumalito, with Colombian Mines, and looks forward to working with Teck in this strategic relationship. Colombian Mines and its shareholders will benefit substantially from Teck's technical expertise and substantial financial strength, which will support and complement Colombian Mines' extensive in-country experience.
Corporate management update
The company is pleased to announce that it has appointed John Churchill as manager of operations for Colombia. Mr. Churchill is a registered professional geologist with more than 35 years of experience on six continents. In particular, he has a strong Colombian background, and worked on the company's Yarumalito project during the late 1990s. He is a graduate of the Mackay School of Mines and Geology, a professional geologist registered with the Mining and Metallurgical Society of America, and a qualified person as defined by Canadian National Instrument 43-101. Mr. Churchill is based in Medellin, Colombia, and has assumed management of the company's operations in concert with the company's Colombian vice-president of exploration, Campos Perilla. Mr. Churchill's duties will include the liaison with Teck at Yarumalito and the oversight of projects, including the high-grade gold-dominated polymetallic deposits at El Dovio.
The company has also reorganized its board of directors to better reflect the technical needs of having more advanced exploration projects such as Yarumalito and El Dovio. In this regard, Colombian Mines is pleased to announce the appointment of Peter Crescenzo and David Salari to the company's board of directors. Mr. Crescenzo and Mr. Salari bring important design, commissioning and production experience to the board.
Mr. Crescenzo, a highly regarded professional engineer, is an owner of Minerals Advisory Group LLC, a mining consultancy of Tucson, Ariz. He retired from Newmont Mining Corp. after serving 15 years as worldwide vice-president of engineering, and has served as a director on many of Newmont's subsidiary companies. He brings more than 50 years of experience to the company's board of directors, and has a strong background in minerals engineering and mineral economics. His experience covers many projects in iron ore and base and precious metals, and he is a qualified person as defined the Canadian National Instrument 43-101.
Mr. Salari, a respected metallurgical engineer based in Toronto, has more than 30 years of experience, and is the president and CEO of DENM Ltd., an engineering firm specializing in project and construction management and in the commissioning of mining projects. Recent projects have taken Mr. Salari across Canada, the United States, Mexico, Brazil, Argentina and Venezuela. He is a member of the Professional Engineers Association of Ontario and the Professional Engineers Association of Nova Scotia, and is a qualified person as defined by Canadian National Instrument 43-101.
The two new directors will replace current directors Richard Graham and Nathan Tewalt. Mr. Tewalt will also vacate the CEO position in favour of current company president Mr. Carrington. Both of these dedicated individuals are stepping down to pursue other professional and personal interests, and will join the recently formed advisory board to provide continued technical guidance and input for the company. Colombian Mines management would like to thank both Mr. Graham and Mr. Tewalt for their diligence and hard work on behalf of the company and its shareholders, and wishes them well in their future endeavors.
The board of directors has appointed Mr. Carrington to the position of CEO in addition to his current duties as president and director of the company.
The changes to the board of directors bring a strong background in engineering, design and operations to the company's board, providing an excellent base on which to grow the company as it transitions from early-stage exploration toward advanced exploration, permitting and production.
El Dovio update
The company reports that, as per the company's press release dated Nov. 25, 2011, the environmental assessment report and all applications for water diversion drilling and drill water discharge permits have been filed and are presently under regulatory review. The company also confirms the El Dovio concession contract is fully registered in the name of the company's wholly owned subsidiary, Corporacion Minera de Colombia, with the Colombian Registry of Mines.
Advisory board
The company has formed an advisory board to provide special expertise, support and advice to the board of directors and management of Colombian Mines. Initial members of the advisory board are Mitch Swergold (a private U.S. business man), John Booth (a London-based venture capitalist and banker) and Jorge Jaramillo (the former assistant secretary of mines, department of Antioquia, Colombia, and an independent Colombian business man), and are now joined by Mr. Graham and Mr. Tewalt.
Incentive stock options
The company has granted 465,000 incentive stock options at an exercise price of 51 cents per share for a period of two years to employees, incoming members of the board of directors and members of the advisory board. No new options have been granted at this time to current or former executive management.
Robert G. Carrington, PGeo, a qualified person as defined by National Instrument 43-101, president of the company, has reviewed and verified the technical information contained in this news release.
We seek Safe Harbor.
