Our agreement is probably very much like this one. Good read as some of the details are likely applicable to our pending JV. The term “management fee” shows up in this agreement as well.
Hochschild Mining for Option to Joint Venture on the Indra Precious Metals Project, Chile
Published: Oct 17, 2018 9:00 a.m. ET
VANCOUVER, Oct. 17, 2018 (Canada NewsWire via COMTEX) – Mirasol Resources Ltd. (MRZ), (otcpk:MRZLF) (the “Company” or “Mirasol”) is pleased to announce that it has signed a binding letter agreement (the “Agreement”) for the Mirasol’s Indra epithermal precious metals project in Chile (the “Project”), with Hochschild Mining plc (lon:HOC) (“HOC”). As detailed in Mirasol’s August 29, 2018 press release, the Agreement gives HOC the right to acquire, in multiple stages, up to 70% of the Project by completing a series of exploration and development milestones and making staged option payments.
Mirasol is also pleased to report that it has initiated work on the Indra Project. The initial program will comprise of detailed geological mapping and surface rock and trench geochemical sampling, along with a 2,100 line km ground magnetic and additional electrical geophysical surveys to define drill targets at the Project.
Stephen Nano, CEO of Mirasol, stated: “We are pleased to have completed the due diligence review and executed the Agreement in such a short timeframe. The exploration program is already underway at the Project and we look forward to reporting results as they become available. Indra is an attractive, conceptual epithermal gold - silver target located at low altitude, nearby to existing mine infrastructure in the highly prospective Paleocene age mineral belt of northern Chile.”
HOC is a leading precious metals producer focusing on high grade silver and gold deposits, with over 50 years of experience in the Americas. HOC has four operating mines and has extensive experience developing and operating underground epithermal vein mines.
Terms of the Agreement
Option phase:
– A US$50,000 cash payment upon signing the Agreement; – A minimum commitment for HOC to spend US$800,000 in the initial 18-month (the “Option Period”) exploration program and to drill a minimum 1,500m within 30 months of the date of the Agreement; – Mirasol will operate the Project during the Option phase and will receive a 10% management fee from exploration contracts with values of less than US$250,000 and 5% from contracts with values of more than US$250,000; and – At the end of the Option Period, HOC will have the right to exercise the earn-in phase of the Agreement.
Earn-in phase:
– Stage 1: If HOC elects to exercise the option to earn-in, HOC will have the right to earn 51% of the Project over a 3-year period (total 4.5 years) by spending no less than US$5.2 million (total US$6 million) and making two staged payments totalling US$675,000; – Stage 2: If HOC elects to proceed to Stage 2 of the earn-in, HOC will have the right to earn 60% of the Project over an additional 3-year period (total 7.5 years), by funding the delivery of a positive preliminary economic assessment, in accordance with NI 43-101 on a resource of not less than 1,000,000 ounces of gold at a cut-off grade of 0.50 grams per tonne (g/t); – Stage 3: If HOC elects to proceed to Stage 3 of the earn-in, HOC will have the right to earn 70% of the Project over an additional 3-year period (total 10.5 years) by funding the delivery of a feasibility study, in accordance with NI 43-101; – Stage 4: After completion of Stage 3, Mirasol can elect to contribute its proportionate share (30%) of further development expenditures or exercise a financing option requiring HOC to finance Mirasol’s share of the development costs through to production in exchange for a further 5% interest in the Project. If Mirasol exercises the financing option Mirasol’s interest will be reduced from 30% to 25% and HOC’s interest will be increased from 70% to 75%.
The Agreement contains other customary terms including extension rights to increase the duration of each stage 1, 2 or 3 for cash payments to Mirasol, pre-emptive rights provisions should either party elect to sell its interest in the Project, and a 2% NSR dilution royalty, triggered upon dilution of a party’s interest to 10% or below, if the Agreement proceeds beyond 51% earn-in.
The Indra Project
Mirasol’s 100% owned 21,000 ha Indra epithermal precious metals project is located in the Paleocene Age Mineral Belt, 5 km south of the 1.37 Moz Au equivalent El Guanaco gold mine in northern Chile.
The Project was staked by Mirasol as an outcome of the Company’s Atacama - Puna Generative program, encompassing what Mirasol interprets may be the upper levels of a large epithermal gold - silver system. The Project is characterized by a large carbonate - silica vein and breccia system with weakly anomalous gold - silver rock chip assays and strongly anomalous epithermal path finder geochemistry. The Indra vein-breccia outcrop shows geological characteristics in common with carbonate-silica veins known to be present overlying the ore zone in the HOC Arcata gold - silver mine in Peru. Mirasol has not identified any evidence of modern exploration at the Project despite its year-round access and its location adjacent to an operating mine. A news release providing a technical summary of the project will be issued in the near future.
