Stillwater Critical Minerals Amends Agreement with Heritage Mining with Respect to Drayton-Black Lake Gold Project in Ontario
In This Article:
VANCOUVER, BC / ACCESSWIRE / October 30, 2024 / Stillwater Critical Minerals Corp. (TSXV:PGE)(OTCQB:PGEZF)(FSE:J0G) (the "Company" or "Stillwater") announces that it has agreed to amend certain terms in the Option Agreement (the "Option Agreement") signed with Heritage Mining Ltd. ("Heritage") (CSE: HML) on November 25, 2021, as amended on December 29, 2023, for total consideration of three (3) million additional units ("Units") of Heritage Mining. The amendment modifies certain financial and operational obligations of Heritage contained in the Option Agreement, as summarized below.
Key Terms of the Amendment
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First Option Exploration Expenditures: The deadline for Heritage to incur the final $1,000,000 in exploration expenditures, required to exercise the first option to earn a 51% interest in the Drayton-Black Lake gold project, has been extended to January 25, 2025, from November 25, 2024 (the "First Option Extension").
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Total Qualifying Expenditures: The deadline for Heritage to incur the $5,000,000 in aggregate qualifying expenditures on the Drayton Black-Lake gold project, to exercise the second option to earn a 90% in the Drayton-Black Lake gold project, has been extended to the fifth anniversary of the Option Agreement from the fourth anniversary (the "Second Option Extension").
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Equity Issuance Adjustments: As consideration for the First Option Extension and the Second Option Extension, Heritage will issue 3,000,000 units, each consisting of one common share and one share purchase warrant, exercisable to purchase an additional common share of Heritage at a price of $0.10 for a period of 36 months from the issuance date, on or before January 25, 2025.
Other terms of the Option Agreement remain unchanged, including:
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A discovery payment of $1.00 per ounce of gold or gold equivalent shall be made on mineral resource estimates as filed from time-to-time on the Drayton-Black Lake gold project p and shall, in Heritage's discretion, be paid in cash or shares (or a combination thereof), capped at a maximum of $10 million.
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Upon completion of the earn-in to 90% by Heritage, Stillwater will retain a 10% free carried interest in the Drayton-Black Lake project, with Heritage being responsible for all project costs until completion by Heritage of a positive feasibility study supported by a technical report prepared in accordance with NI 43-101 on the project (the "FS").
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The Option Agreement provides for the formation of a Joint Venture ("JV") based on the then legal and beneficial ownership levels in the Drayton-Black Lake gold project following completion of the FS. A JV may also be formed in the event Heritage does not complete the requirements of the Second Option Extension.
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Heritage will be required to maintain minimum exploration and development expenditures of $500,000 per annum until the completion of the FS in order to maintain status as operator of the JV. Stillwater maintains certain back-in rights in the event Heritage does not meet minimum expenditure requirements.