Resources Corp. und Nexgeo inc,
Plate Resources Inc. Announces Definitive Agreement with Nexgeo Inc. and Korea Resources Corporation
September 24, 2014 – Vancouver, British Columbia. Plate Resources Inc. (the “Company” or “Plate”) (TSXV-”PLR”) announces that, further to its news release of August 25, 2014 announcing its execution of a binding term sheet (the “Term Sheet”) with Nexgeo Inc. (“Nexgeo”), it has executed a definitive agreement (the “Definitive Agreement”) among the Company, Nexgeo and Korea Resources Corporation (“KORES”) to replace and supersede the Term Sheet.
Under the terms of the Definitive Agreement, Plate has agreed to grant Nexgeo and KORES and, at the option of KORES and Nexgeo, any other Korean company with which they determine to partner on the Project (collectively the “Consortium”), the right to acquire an up to 70% interest in the Company’s Lucky Mike Project (the “Project”), in consideration of the Consortium making the following contributions in respect of the exploration of the Project:
1.The Consortium is entitled to acquire a 60% interest in the Project by providing to Plate:
(a) An aggregate $500,000 (the “First Exploration Contribution”) to fund an initial work program for the Project, which has been approved by the Consortium. The Consortium must pay $250,000 to Plate not later than September 5, 2014 (paid), and $100,000 to Plate not later than September 30, 2014. The balance of $150,000 must be paid to Plate upon completion of drilling at the Project site pursuant to an initial work program; and
(b) An additional $1,000,000 (the “Second Exploration Contribution”) to fund at least one work program for the Project approved by the Consortium, which must be undertaken and completed by Plate during the period from January 1, 2015 and December 31, 2015; and
2.The Consortium is entitled to acquire an additional 10% interest in the Project, for a total 70% interest, by providing to Plate an additional $1,000,000 (the “Third Exploration Contribution”) to fund at least one work program on the Project approved by the Consortium and to be undertaken and completed by Plate during the period from January 1, 2016 to December 31, 2016. The Consortium must give written notice to Plate of its intention to make the Third Exploration Contribution not later than 60 days after the Consortium has received an official technical report on the most recently completed work program, failing which the Consortium's right to acquire an additional 10% interest will be terminated.
The Consortium has the right at any time to exercise an off-ramp option (the “Off-Ramp Option”) during the term of the Definitive Agreement at its own discretion by giving 30 days written notice to Plate, and upon exercise of the Off-Ramp Option, the Definitive Agreement and all rights and obligations of the parties under the Definitive Agreement will terminate.
If the Consortium exercises the Off-Ramp Option prior to making the Third Exploration Contribution, but subsequent to making the Second Exploration Contribution, the Consortium will retain its 60% interest in the Project and the parties will form a joint venture (the “Joint Venture”) to further develop the Project, with the initial interests being the Consortium 60% and Plate 40%; provided, however, that the Consortium will have no right to acquire any additional interest in the Project.
If the Consortium makes the First and Second Exploration Contributions and elects to make the Third Exploration Contribution to acquire a 70% interest in the Project, Plate and the Consortium will form the Joint Venture with the initial interests being the Consortium 70% and Plate 30%.
