Minera Alamos Inc. (TSX-V: MAI) is pleased to announce it has obtained $2 million of early funding in connection with its previously announced royalty agreement through the execution of a secured senior convertible loan agreement with Osisko Gold Royalties Ltd (TSX: OR). The Loan may be converted into a 1% NSR on the La Fortuna gold project pursuant to the Royalty Option Agreement entered into with Osisko in May 2017, as detailed below.
Further to the Company’s news release dated November 21st, 2018 (“Minera Alamos Receives Positive Notice Regarding Permit Applications for La Fortuna Gold Project in Durango, Mexico“), the majority of the new funds are destined for a change of land use payment requested by the Mexican authorities (Secretaria de Medio Ambiente y Recursos Naturales – “SEMARNAT”) in conjunction with the La Fortuna gold project permit applications. Following the completion of the change of land use payment, SEMARNAT will then be in a position to issue the formal approval documentation for the La Fortuna project.
“As stated previously, the receipt of formal permit notifications for the La Fortuna gold project represents a major milestone for the Company. We are appreciative of the support provided by Osisko Gold Royalties allowing for us to meet the permitting payment deadlines,” stated Minera Alamos CEO Darren Koningen. “We can now look forward to 2019 and the beginning of site preparation work leading to a construction decision later in the year.”
“We are pleased to provide continuing support to the efforts of the Minera Alamos team as they successfully advance the La Fortuna gold project through permitting and toward a production decision,” stated Sean Roosen, Chairman and Chief Executive Officer of Osisko Gold Royalties. “The progress that Minera Alamos has made this year is a testimony to their ability to advance their development portfolio and we look forward to working with them as they transition to a gold producer.”
$2 MILLION SENIOR SECURED LOAN
Under the terms of the Loan Agreement, Osisko has provided Minera Alamos with a $2 million loan. The Loan has a maturity date of 18 months from the date of issue and interest shall be payable on the Principal Amount at a rate per annum that is equal to LIBOR plus 8.5%, compounded monthly. Accrued interest shall be payable at maturity. At Osisko’s election, the Principal Amount may be converted in to a 1% NSR on the La Fortuna gold project pursuant to the Royalty Option Agreement (see press release dated May 30th, 2017). In addition, at the sole discretion of Osisko, the maturity date of the Loan could be advanced earlier than 18 months subject to providing 60 days notice to Minera Alamos. While the Loan is outstanding, it is secured by substantially all of the assets of Minera Alamos.
The Company has also issued 200,000 common share purchase warrants to Osisko. Each Warrant entitles Osisko to acquire one common share at a price of $0.30 during the term of Loan.
The loan will be used for the change of land use payment required as part of the recent notice received by the Company regarding the Company’s ETJ-MAI permit applications for the proposed La Fortuna gold project and for other Project development purposes such as site preparation work in advance of the arrival of the Company’s previously acquired 2,000 tpd mill.
The entering into the Loan Agreement, the Amendment of the Royalty Option Agreement, the issue of the Warrants, the granting of the Security and the other transactions contemplated by the Loan Agreement, are considered to be a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as a result of Osisko owning 46,080,000 (~15.3%) of the common shares of the Company. Notwithstanding the foregoing, the transactions are exempt from the requirement to obtain a formal valuation pursuant to section 5.5(b) of MI 61-101, as the common shares of Minera Alamos are not listed on any of the specified markets and exempt from the requirement to obtain minority approval pursuant to 5.5(a) of MI 61-101, as at the time the transactions were agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for the transactions, insofar as it involves interested parties, exceeded 25 per cent of the Company’s market capitalization. The material change report to be issued in connection herewith is being filed less than 21 days in advance of the closing of the Loan as the Company requires the consideration it will receive in connection with the Loan immediately to make certain property payments.
ROYALTY OPTION AGREEMENT AND INVESTMENT AGREEMENT
Further to a Strategic Partnership entered into between Minera Alamos and Osisko in May 2017, Osisko was provided certain rights that included:
As part of the early funding arrangement, the Royalty Option Agreement was amended to provide the earlier conversion of the loan into a 1% NSR royalty that provides the Company increased flexibility. In addition, amendments were made to provide for liquidated damages and pursuant to the Investment Agreement to remove the 10% shareholding requirement in relation to the rights granted to Osisko under the Royalty Option Agreement as noted above.
About Minera Alamos
Minera Alamos is an advanced-stage exploration and development company with a growing portfolio of high-quality Mexican assets, including the La Fortuna open-pit gold project in Durango with positive PEA completed, the Santana open-pit heap-leach development project in Sonora with test mining and processing completed and the Guadalupe de Los Reyes open-pit gold-silver project in Sinaloa with mine planning in progress. The Company is awaiting the pending approval of permit applications related to the commercial production of gold at both the Santana and Fortuna projects.
The Company’s strategy is to develop low capex assets while expanding the project resources and pursue complementary strategic acquisitions.
Mr. Darren Koningen, P. Eng., Minera Alamos’ CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and approved the scientific and technical disclosures in this news release.
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