Withdraws from El Penon Option
Agreement
Centenera Mining Corporation (“Centenera” or the “Company”)
- (TSXV: CT, OTCQB: CTMIF) announces that pursuant to
previous news releases dated September 5, 2018 (NR18-11) and
February 11, 2019 (NR19-01), the Company has signed amending
agreements to three previously executed option agreements (the
“
Option Agreements”) whereby, subject to TSX
Venture Exchange approval, Centenera will be granted the right to
acquire up to a 100% interest in eight precious metals properties
(the “
Properties”) from an arm’s length party,
Tres Cerros Exploraciones S.R.L (“
Tres
Cerros”).
The Properties are all located within the highly
prospective Deseado Massif in Santa Cruz Province, Argentina, and
together comprise more than 30,000 hectares. Under the terms
of the Option Agreements, Centenera will be granted an exclusive
option (the “Option”) to acquire a 100% interest
in the Properties by way of staged cash and common share payments,
subject to a net smelter returns (“NSR”) royalty
in favour of Tres Cerros.
Details of Option
Agreements
The Option Agreements provide that, subject to
certain conditions, including TSX Venture Exchange
(“TSX-V”) acceptance, Centenera will be granted
the Option to acquire a 100% interest in the Properties, subject to
a NSR royalty in favour of Tres Cerros. The three Option
Agreements relate to the property groups set out below
(“Property Groups”) as follows:
Property Group |
Properties |
Property Group #1 |
Cerro Bayo & La Flora Properties |
Property Group #2 |
Aylen, Aylen Oeste & Pedro Properties |
Property Group #3 |
Fiorentina, Fiorentina Norte & Aguila Mora Properties |
The Option is structured as a two-stage option,
whereby Centenera can earn an initial 80% interest (the
“First Option”), followed by the remaining 20%
interest (the “Second Option”), subject to certain
royalty conditions.
During the Option period, Centenera will be
responsible for maintaining the exploration concessions and permits
comprising the Properties in good standing, and paying all fees and
assessments, and taking such other steps required to do so.
There will be no other work commitments, and any work carried out
on the Properties will be at the sole discretion of Centenera.
As part of the earn-in commitment for each
Property Group, Centenera will be required to deliver to Tres
Cerros a single technical report in accordance with NI 43-101
Standards of Disclosure for Mineral Projects (“NI
43-101”), with the subject property being the more
advanced of the Properties in each of the Property
Groups.
The earn-in terms for the First Option (for each of the Property
Groups) will be as follows under the amended option terms (all
dollar amounts are US Dollars):
Property Group #1; Cerro Bayo & La Flora Properties
Date |
Cash Payments |
Centenera
Shares |
Cumulative Earned Interest |
5 business days from conditional TSX-V acceptance (the
“Effective Date”) |
$12,500 |
-- |
-- |
First anniversary of the Effective Date |
$25,000 |
350,000 |
-- |
Second anniversary of the Effective Date |
$50,000 |
450,000 |
-- |
Third anniversary of the Effective Date |
$75,000 |
550,000 |
35% |
Fourth anniversary of the Effective Date |
$100,000 |
950,000 |
51% |
Fifth anniversary of the Effective Date |
$200,000 |
1,300,000 |
71% |
Sixth anniversary of the Effective Date |
$500,000 |
1,800,000 |
80% |
TOTAL: |
$962,500 |
5,400,000 |
-- |
Property Group #2; Aylen, Aylen Oeste &
Pedro Properties
Date |
Cash Payments |
Centenera
Shares |
Cumulative Earned Interest |
5 business days from conditional TSX-V acceptance (the
“Effective Date”) |
$12,500 |
-- |
-- |
First anniversary of the Effective Date |
$25,000 |
350,000 |
-- |
Second anniversary of the Effective Date |
$50,000 |
450,000 |
-- |
Third anniversary of the Effective Date |
$75,000 |
550,000 |
35% |
Fourth anniversary of the Effective Date |
$100,000 |
950,000 |
51% |
Fifth anniversary of the Effective Date |
$200,000 |
1,300,000 |
71% |
Sixth anniversary of the Effective Date |
$500,000 |
1,700,000 |
80% |
TOTAL: |
$962,500 |
5,300,000 |
-- |
Property Group #3; Fiorentina, Fiorentina Norte
& Aguila Mora Properties
Date |
Cash Payments |
Centenera
Shares |
Cumulative Earned Interest |
5 business days from
conditional TSX-V acceptance (the “Effective
Date”) |
$12,500 |
-- |
-- |
First anniversary of the Effective Date |
$25,000 |
350,000 |
-- |
Second anniversary of the Effective Date |
$50,000 |
450,000 |
-- |
Third anniversary of the Effective Date |
$75,000 |
550,000 |
35% |
Fourth anniversary of the Effective Date |
$100,000 |
950,000 |
51% |
Fifth anniversary of the Effective Date |
$200,000 |
1,300,000 |
71% |
Sixth anniversary of the Effective Date |
$500,000 |
1,700,000 |
80% |
TOTAL: |
$962,500 |
5,300,000 |
-- |
The aggregate acquisition cost of the First
Option after six years for all three Property Groups will be USD
$2,887,500 payable in cash, and 16,000,000 common shares in the
capital of Centenera issued to Tres Cerros over a period of 6
years. Other than the initial $12,500 cash payment (aggregate
$37,500 for all the Property Groups), Centenera will not be
obligated to make any payments or issue any stock to Tres
Cerros.
For a period of 120 days after the exercise of
the First Option for each Property Group, Centenera will have the
Second Option to acquire the remaining 20% (aggregate 100%)
interest in that Property Group, by making a cash payment of
$400,000 and issuing shares in the capital of Centenera valued at
$400,000 to Tres Cerros, subject to a 0.75% NSR royalty, of which
two-thirds of the royalty (0.5%) can be purchased at any time for
$1,000,000.
If Centenera elects not to exercise the Second
Option, the parties will be deemed to have entered into a joint
venture (“JV”), with the initial participating
interests of Centenera being 80% and Tres Cerros being 20%.
In the event that either party’s participating interest falls below
10% then that party’s interest will be converted to a 1% NSR
royalty, one half of which (0.5%) can be purchased by the other
party for $1,000,000.
The Properties are all located within the
prospective Deseado Massif. The Deseado Massif is a Jurassic
age volcanic plateau covering 60,000km2 and hosting valuable
epithermal precious metals deposits.
El Penon Withdrawal
The Company also announces that it has withdrawn
from the El Penon option agreement, under which the Company had the
right to acquire a 100% interest in the El Penon property located
in San Juan Province, Argentina. During the course of the
option period, the Company completed stream sediment sampling, rock
sampling and mapping. Following review of the Company’s
property portfolio, it was determined that the El Penon property
should be relinquished and returned to the underlying
owner.
Incentive Stock Options
The Company also announces that it has cancelled
an aggregate of 7,710,000 incentive stock options (the
“Cancelled Options”) previously held by certain
officers, directors, employees and consultants of the
Company. The Cancelled Options represent all of the
previously outstanding option grants issued under the Company’s
stock option plan (the “Option Plan”). The
Cancelled Options were voluntarily surrendered by the holders
thereof for no consideration. Under the Option Plan, the
Company may grant up to 10% of the currently issued and outstanding
common shares.
Qualified Person
Keith J. Henderson, P.Geo., is the Company's
qualified person as defined by NI 43-101 and has reviewed the
scientific and technical information that forms the basis for
portions of this news release. He has approved the disclosure
herein. Mr. Henderson is not independent of the Company,
as he is an employee of the Company and holds securities of the
Company.
About Centenera Mining
Corporation
Centenera is a mineral resource company trading
on the TSX-V under the symbol “CT” and on the OTCQB exchange under
the symbol “CTMIF”. The Company is focused 100% on mineral
resource assets in Argentina, which include gold, silver,
copper-gold and lithium assets. Centenera’s assets are
located in Salta, San Juan and Santa Cruz Provinces, which are
widely recognized as being favourable jurisdictions for mining and
exploration.
On Behalf of the Board of Directors of
CENTENERA MINING
CORPORATION
"Keith Henderson"
President & CEO
For further details on the Company readers are
referred to the Company's web site (www.centeneramining.com) and
its Canadian regulatory filings on SEDAR at www.sedar.com.
For further information, please
contact:
Keith Henderson Phone: 604-638-3456 E-mail:
info@centeneramining.com
Neither 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 news release.
This news release contains forward-looking
statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable
Canadian and U.S. securities legislation, including the United
States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical fact, included
herein including, without limitation, statements regarding the
negotiation of the Option Agreements and exercise of the Option for
the Properties, the anticipated content, commencement, timing and
cost of exploration programs in respect of the Properties and
otherwise, anticipated exploration program results from exploration
activities, and the Company's expectation that it will be able to
enter into agreements to acquire interests in additional mineral
properties, the discovery and delineation of mineral
deposits/resources/reserves on the Properties, and the anticipated
business plans and timing of future activities of the Company, are
forward-looking statements. Although the Company believes
that such statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Often, but not
always, forward looking information can be identified by words such
as "pro forma", "plans", "expects", "may", "should", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates",
"believes", "potential" or variations of such words including
negative variations thereof, and phrases that refer to certain
actions, events or results that may, could, would, might or will
occur or be taken or achieved. In making the forward-looking
statements in this news release, the Company has applied several
material assumptions, including without limitation, that it will be
able to negotiate the Option Agreements and that it will obtain
TSX-V acceptance for filing of thereof, market fundamentals will
result in sustained precious metals demand and prices, the receipt
of any necessary permits, licenses and regulatory approvals in
connection with the future development of the Company’s Argentine
projects in a timely manner, the availability of financing on
suitable terms for the development, construction and continued
operation of the Company projects, and the Company’s ability to
comply with environmental, health and safety laws.
Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
differ materially from any future results, performance or
achievements expressed or implied by the forward-looking
information. Such risks and other factors include, among
others, operating and technical difficulties in connection with
mineral exploration and development and mine development activities
at the Properties, including the geological mapping, prospecting
and sampling programs being proposed for the Properties (the
"Programs"), the fact that the Company’s anticipated interests in
the Properties will only be an option and there is no guarantee
that such interest, if earned, will be certain, actual results of
exploration activities, including the Programs, estimation or
realization of mineral reserves and mineral resources, the timing
and amount of estimated future production, costs of production,
capital expenditures, the costs and timing of the development of
new deposits, the availability of a sufficient supply of water and
other materials, requirements for additional capital, future prices
of precious metals and copper, changes in general economic
conditions, changes in the financial markets and in the demand and
market price for commodities, possible variations in ore grade or
recovery rates, possible failures of plants, equipment or processes
to operate as anticipated, accidents, labour disputes and other
risks of the mining industry, delays or the inability of the
Company to obtain any necessary permits, consents or authorizations
required, including TSX-V acceptance for filing of the Option
Agreements, any current or future property acquisitions, financing
or other planned activities, changes in laws, regulations and
policies affecting mining operations, hedging practices, currency
fluctuations, title disputes or claims limitations on insurance
coverage and the timing and possible outcome of pending litigation,
environmental issues and liabilities, risks related to joint
venture operations, and risks related to the integration of
acquisitions, as well as those factors discussed under the heading
"Risk Factors" in the Company's latest Management Discussion and
Analysis and other filings of the Company with the Canadian
Securities Authorities, copies of which can be found under the
Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue
reliance on forward looking statements. Except as otherwise
required by law, the Company undertakes no obligation to update any
of the forward-looking information in this news release or
incorporated by reference herein.
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