Lumina Gold Corp. (TSX-V:LUM) is pleased to announce it has entered into a non-binding letter of intent for an earn-in and joint venture agreement with a wholly owned subsidiary of Anglo American plc on Lumina’s Pegasus A and B concessions in Ecuador. Under the LOI, Anglo American, through a joint venture company, would have the right to earn a 60% ownership interest in the Properties if it invests an aggregate amount of US$50 million and makes US$7.3 million of cash payments to Lumina over a seven year period. Lumina has agreed to work exclusively with Anglo American to negotiate and complete a binding agreement over the next five months.
Marshall Koval, President & CEO, commented: “We are pleased to be partnering with a top tier base and precious metal producer such as Anglo American to help progress our early stage concessions. Between this LOI and the Company’s previously announced letter of intent with First Quantum Minerals, we have secured non-binding proposals for up to US$96 million dollars in aggregate over the next seven years (up to US$82 million dollars in exploration commitments and up to US$14 million dollars in cash payments). This strategy will allow the Company to focus its balance sheet on progressing its flagship Cangrejos project and gold focused development pipeline.”
Summary of Key Terms Contemplated by LOI
The LOI envisages a three stage earn-in by Anglo American where it will have the right to:
(i) a 25% interest on completion of cumulative US$10 million of exploration expenditures before the 4th anniversary of the JV Agreement and US$2.4 million of cash payments to Lumina (including US$1.3 million payable upon signing the JV Agreement) before the 3rd anniversary of the signing of the JV Agreement (“First Earn-in”);
(ii) an aggregate 51% interest on completion of cumulative US$35 million of exploration expenditures before the 6th anniversary of the JV Agreement and US$4.8 million of cash payments to Lumina before the 5th anniversary of the signing of the JV Agreement; and
(iii) an aggregate 60% interest on completion of cumulative US$50 million of exploration expenditures before the 7th anniversary of the JV Agreement and US$7.3 million of cash payments to Lumina before the 6th anniversary of the signing of the JV Agreement.
Under the LOI, Anglo American will have the right to assume management of the joint venture company and Properties following signing of the JV Agreement and will have the right, in certain circumstances, to accelerate the exploration program such that it may complete all the expenditure commitments and any outstanding cash payments to Lumina in a period shorter than the earn-in term.
Anglo American will have the right to earn an additional 10% ownership in the Properties by solely funding all the required work up to a decision to construct a mine at the Properties, taking Anglo American’s aggregate ownership in the Properties to 70%. Post the completion of the Fourth Earn-in, Lumina would be responsible for funding its 30% pro rata share of any capital required to develop and construct a mine at the Properties (or a 40% pro rata share, if Anglo American does not exercise the Fourth Earn-in).
Entering into the JV Agreement and completing the transactions described above are subject to customary conditions for a transaction of this nature, including Anglo American being satisfied with its due diligence of the Properties within three months of the date of the LOI, the JV Agreement being approved by Lumina’s board of directors and receipt of all necessary governmental and regulatory approvals.
About Lumina Gold
Lumina Gold Corp. is a Vancouver, Canada based precious and base metals exploration and development company focused on gold and copper projects in Ecuador. The Company’s Cangrejos Gold-Copper project is located in El Oro Province, southwest Ecuador, and its Condor Gold-Copper project is located in Zamora-Chinchipe Province, southeast Ecuador. The Company also holds a large and highly prospective land package in Ecuador consisting of 135 thousand hectares. The Company has an experienced management team with a successful track record of advancing and monetizing exploration projects.
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