Marimaca Copper Corp. (TSX: MARI) is pleased to announce that it has entered into a binding agreement to sell certain non-core Rayrock assets, including the Ivan SX-EW Processing Plant and associated mining claims, to 5Q SpA, a privately-held specialist mineral processing company based in Santiago, Chile, for total consideration of up to US$11.0 million, plus up to US$6.0m in contingent payments. Details of the transaction are outlined below.

Transaction Details

Total Consideration

• Up to $11.0 million in total consideration to Marimaca
  • US$150,000 upon signing
  • US$350,000 upon approval of the Ivan Rayrock technical permits
  • US$1.8 million – US$2.1 million on the 12-month anniversary of the transaction^*, determined by LME copper price
  • US$2.7 million – US$3.1 million on the 18-month anniversary of the transaction^*, determined by LME copper price
  • US$4.1 million – US$5.2 million on the 24-month anniversary of the transaction^*, determined by LME copper price
• A 1.5% NSR on future production from the Ivan underground ore body

Contingent Payments

• Up to $6.0 million in contingent payments based on potential future stockpile acquisitions to be processed through the Ivan Plant, based on the amount of contained copper in the stockpiles acquired
  • US$1.0m for stockpiles containing 5,000t – 10,000t total copper
  • US$2.0m for stockpiles containing 10,000t – 20,000t total copper
  • US$4.0m for stockpiles containing 20,000t – 30,000t total copper
  • US$6.0m for stockpiles containing >30,000t total copper

Hayden Locke, President and CEO of Marimaca Copper, commented:

“The sale of the Ivan Plant is in-line with our strategy of advancing and developing the Marimaca Project on a standalone basis. Since the Company acquired the Ivan Plant in 2017, the Marimaca Project has continued to grow and evolve to a point whereby the Ivan Plant is no longer a core component of the Project’s optimal development path.”

“We are very pleased to conclude this transaction with 5Q. The Ivan SX-EW Plant is an excellent fit with 5Q, and the 5Q team has an exceptional track record of processing stockpiled oxide and mixed ores in Chile. We hope to see the Ivan Plant become a successful and core part of their business.”

Overview

Marimaca acquired the Ivan SX-EW processing plant in 2017. The plant was previously operated by Compañía Minera Milpo S.A.A (“Milpo”) from 1995-2012. Since 2012 the plant has been non-operational. The plant has an installed capacity of 10,000 tonnes per annum of copper cathode. The Ivan Plant has been considered non-core by Marimaca since the completion of the 2020

Preliminary Economic Assessment (“PEA”), which considered a standalone 40,000 tonne per annum copper cathode plant at the Marimaca Project Site (see announcement dated August 4, 2020). Future development scenarios considered for the DFS (planned for H2 2022) are expected to consider development scenarios larger than 40,000 tonnes per annum copper cathode capacity. The Ivan Plant is located approximately 20km south of the Marimaca Project. The sale includes approximately 11,000ha of mining claims held in Minera Rayrock Ltda associated with the historic Ivan Mine.

Total Consideration Detail

Details of the total purchase price are outlined in the table below.

^{(1)   Based on average price over defined lookback period
(2)   Payment timing for Payments 4 and 5 determined by certain defined operating thresholds}

The transaction is expected to close in the first quarter of 2022.