Erin Ventures and Temas Resources
Sign Agreement for the Joint Development of Erin's Piskanja Boron
Project
VICTORIA, BC / InvestorsHub NewsWire / June 17,
2021 / Erin Ventures Inc. ("Erin" or
the "Company") (TSXV:EV) is pleased to report that it has entered into a
definitive, binding option and joint venture agreement (the
"Agreement") with Temas Resources Corp.
("Temas") for the joint development of Erin's
Piskanja Borate Project, located in Serbia
("Piskanja").
Agreement Summary
Pursuant to the Agreement, Temas may earn a 50% interest in
Piskanja by (a) issuing to Erin 250,000 common shares and 250,000
warrants (48 months, at an exercise price equal to the market price
less the maximum allowable discount pursuant to stock exchange
policies), and (b) incurring an aggregate of €10,500,000 in
expenditures on Piskanja. The Agreement may be terminated in
certain circumstances, including by Erin if certain milestones are
not met in accordance with specified timelines. Upon exercise of
the option by Temas, a joint venture will be formed and Erin and
Temas will become associated as joint venturers to further advance
Piskanja.
"We are extremely pleased to have completed this agreement with
Temas" said Tim Daniels, CEO of Erin. "Both companies are excited
to move forward on the project as expeditiously as possible. Temas
brings a broad array of technical, financial, and business
development skill sets to the venture, which will be a tremendous
benefit as we progress with the development at Piskanja."
Michael Dehn, CEO of Temas added, "We are very pleased to enter
into this definitive option agreement with Erin Ventures. Temas
looks forward to our joint venture so as to further develop the
Piskanja Property in Serbia".
About Piskanja Boron Property
Erin's wholly-owned subsidiary, Balkan Gold d.o.o.
("Balkan Gold"), holds Erin's rights to Piskanja,
Erin's boron deposit with an indicated mineral resource of 7.8
million tonnes (averaging 31.0 per cent B2O3), and an inferred
resource of 3.4 million tonnes (averaging 28.6 per cent B2O3),
calculated in accordance with the Canadian Institute of Mining
Definition Standards on Mineral Resources and Reserves
("CIM Standards"), as disclosed in Erin's report
titled, "Mineral Resource Estimate Update On The Piskanja Borate
Project, Serbia, October 2016 - Amended February 28 2019" -
prepared by SRK Consulting (UK) Ltd. The responsible persons for
the Updated MRE are Dr Mike Armitage (C.Eng. C.Geol.) and Dr
Mikhail Tsypukov who are both full time employees of SRK, Qualified
Persons in accordance with CIM Standards, and independent of Erin
and Balkan Gold.
The main commercial terms contained in the Agreement as
are follows:
-
Temas has an exclusive, immediate, and irrevocable option,
subject to the terms herein, to earn up to a 50% equity interest in
the Property ("Property" defined as the Piskanja
license area and Erin's contractual option interest in the adjacent
Jarandol licensed area).
-
Upon receiving requisite regulatory approval, Temas will make a
one-time payment of 250,000 Temas common shares and 250,000 Temas
common share purchase warrants (exercisable at $1.00 for a 4-year
term) to Erin.
-
Temas may exercise the option, forming the joint venture (the
"Joint Venture") becoming a full 50/50 joint
venture participant ("JV Participant") in the
Property by expending a total of €10.5 million towards the
development of the Property (the "Option").
-
The parties have agreed upon certain project development
milestones which include the scope of development work, timelines,
and budgets that are in accordance with Serbian Mining Regulations.
The parties agree to use their best efforts to complete all of the
development milestones as soon as practicable, but in any event no
later than the timelines allowed by Serbian Mining Regulations.
*
-
Temas has the right to accelerate the Option expenditures.
-
Each €210,000 advanced by Temas towards the development of the
Property, will earn Temas a one per cent (1%) undivided equity
interest in the Property (to a maximum 50% equity interest).
-
Balkan Gold will remain the operator on the Property (the
"Operator") until such time as Temas has exercised
the Option and earned its 50% interest in the Joint Venture, at
which point Temas has the right to become Operator.
-
During the Option period, expenditures towards development of
the Property will be funded 100% by Temas and will only be incurred
under and pursuant to programs prepared by the Operator and
approved by the technical committee set out in the Agreement (the
"Technical Committee").
-
The Operator is responsible to manage, direct and control all
exploration, development and producing operations in and under the
Property.
-
The Technical Committee will be comprised of one member and one
alternate member from each of Erin and Temas who will approve,
modify, or reject any Program, Feasibility Report, Production
Program or Operating Plan proposed by the Operator or the other JV
Participant.
-
Upon acquisition of 50% interest in the Property by completing
its Option expenditures, Temas will be entitled to representation
on the board of a JV company (either Balkan Gold, or a new entity
specifically established for the Joint Venture) that will conduct
the activities on behalf of the JV Participants (the "JV
Company").
-
Upon formation and organization of the JV Company, the Agreement
will be replaced with an operating or shareholders' agreement
governing the JV Company, (based upon the terms and principles of
the Agreement) encompassing operating rules, voting rights and
dilution provisions, among other rights regarding the governance of
the JV Company (the "Shareholders'
Agreement").
-
After Temas has completed the exercise of the Option by
expending €10.5 million towards the development of the Property,
expenditures will be funded jointly and equally by the JV
Participants, pursuant to programs prepared by the Operator and
approved by the Technical Committee.
-
In the event that either party chooses not to fulfill its
funding obligation after the exercise of the Option by Temas, that
party's interest in the JV Company will be diluted. If either JV
Participant's interest falls below 10% of the Joint Venture, such
ownership is converted to a 2% net smelter royalty or 10% of net
profits interest, subject to certain terms and conditions.
-
The Agreement is subject to requisite regulatory and shareholder
approvals as may be required, including Erin receiving the approval
of the TSX Venture Exchange.
*Note: In accordance with Serbian Mining Regulations, the
parties have until 25/09/2023 to complete the first milestone which
is essentially comprised of a Serbian-compliant Resource
Calculation, Feasibility Study, and Hydrological Study, and receive
approval of same. The parties then have until 25/09/2025 to
complete designs for mining and processing facilities, and an
environmental impact study,and receive approval of same. The
parties then have until 25/09/2030 to complete the mine
construction, and receive approval of same.
The Agreement in its entirety will be available on the Company's
filed documents at www.sedar.com
On behalf of the Board of Directors
Tim Daniels
About Erin Ventures Inc.
Erin Ventures Inc. is an international mineral exploration and
development company with boron assets in Serbia. Headquartered in
Victoria, B.C., Canada, Erin's shares are traded on the TSX Venture
Exchange under the symbol "EV". For detailed information please see
Erin's website at www.erinventures.com or the Company's filed
documents at www.sedar.com.
About Temas Resources Corp.
Temas Resources Corp. ("Temas Resources") (TMAS) (TMASF) (26P)
is focused on the advancement of mineral independence and the
processes in which minerals are extracted in an environmentally
friendly manner. Temas Resources invests in and works to apply
green technology across its mining portfolio to reduce the
environmental impact and carbon footprint of metal extraction
through advanced processing and patented leaching technologies.
Temas Resources is advancing Fe-Ti-V projects in Quebec and soon
expects to be active on Boron Projects in Serbia.
For further information, please
contact:
Erin Ventures Inc.
Blake Fallis, General Manager
Phone: 1-250- 384-1999 or 1-888-289-3746
info@erinventures.com
www.erinventures.com
Erin's Public Quotations
Canada
TSX Venture: EV
Europe
Berlin: EKV
The technical information in this release was prepared
and approved by James E Wallis, M.Sc. (Eng), P. Eng., a director of
Erin, who is a Qualified Person under National Instrument
43-101.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Statements:
This press release contains or refers to forward-looking
information under Canadian securities legislation, including
statements regarding the timing of future mineral resource
estimates, estimation of mineral resources, exploration results,
potential mineralization, exploration and mine development plans,
timing of the commencement of operations and future production and
is based on current expectations that involve a number of business
risks and uncertainties. The words "believe," "expect," "feel,"
"plan," "anticipate," "project," "could," "should" and other
similar expressions generally identify forward-looking statements.
Forward-looking statements are subject to significant risks and
uncertainties, and other factors that could cause actual results to
differ materially from expected results. Readers should not place
undue reliance on forward-looking statements. Factors that could
cause actual results to differ materially from any forward-looking
statement include, but are not limited to, failure to convert
estimated mineral resources to reserves, capital and operating
costs varying significantly from estimates, the preliminary nature
of metallurgical test results, delays in obtaining or failures to
obtain required governmental, environmental or other project
approvals, political risks, uncertainties relating to the
availability and costs of financing needed in the future, changes
in equity markets, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of
projects and the other risks involved in the mineral exploration
and development industry, as well as those factors discussed in the
section entitled "Risks of the Business" in the Company's most
recent regulatory filings which are posted on SEDAR at
www.sedar.com. These forward-looking statements are made as of the
date hereof and the Company assumes no responsibility to update
them or revise them to reflect new events or circumstances other
than as required by applicable securities law. These and other
factors made in public disclosures and filings by the Company
should be considered carefully.
Mineral resources are not mineral reserves and do not have
demonstrated economic viability. "Inferred Resources" have a great
amount of uncertainty as to their existence, and economic and legal
feasibility. Investors are cautioned not to assume that all or any
part of an inferred mineral resource reported in this news release
will ever be upgraded to a higher category or to reserves. U.S.
persons are advised that while mineral resources are recognized
under Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them. U.S. persons are also cautioned
not to assume that all or any part of an inferred mineral resource
is economically or legally mineable.
SOURCE: Erin Ventures Inc.
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