St-Georges unit to acquire option for Hemlo North Limb
St-Georges Platinum and Base Metals Ltd (C:SX)
Shares Issued 63,320,415
Last Close 11/13/2017 $0.055
Tuesday November 14 2017 - News Release
Also Canadian Orebodies Inc (3) (C:CORE) News Release
Mr. Mark Billings reports
ST-GEORGES' SUBSIDIARY KINGS OF THE NORTH CORP SIGNS LETTER OF INTENT TO OPTION CANADIAN OREBODIES' HEMLO NORTH LIMB GOLD PROJECT
St-Georges Platinum and Base Metals Ltd.'s newly formed subsidiary, Kings of the North Corp., plans to option or farm-in the Hemlo North Limb project.
The company has entered into a Letter of Intent ("LOI") with Canadian Orebodies (TSX-V: CORE) in order to option or "farm-in" CORE's Hemlo North Limb Property which is located approximately 17 km northeast of the Hemlo gold mine in the Ontario's Marathon district. It covers approximately 7,008 hectares. A highway bisects the project providing good access to much of the property. A NI 43-101 Technical Report was completed in December 2016.
KOTN interest in the project is driven by the similarity of formations within the project boundaries and at the nearby Hemlo Mine. These porphyry bodies contain gold within and adjacent to the property boundaries of the Hemlo North Limb Property. In addition, multiple gold and precious metal targets occur within banded iron formation and volcanic hosted massive sulfides.. The company believes the multitude of gold and base metal targets generated by past work coupled with geophysical anomalies and historic drilling have de-risked the next phase of exploration. (See Figure 1. Below)
Figures associated with this news release are available on-line.
Kings of the North Corp. intends to complete a reconnaissance program in the spring which will follow up on all VTEM anomalies and proposed drill targets before prioritizing its drilling program in summer, 2018.
Kings of the North President, Mark Billings commented, "Kings of the North Corp. is very pleased to have entered into this agreement with Canadian Orebodies. We are excited about working with Canadian Orebodies to explore and develop the Hemlo North Limb Gold Property. This transaction represents a major step of our acquisition and development strategy for KOTN."
Terms of the Transaction
The LOI describes the terms and the conditions that should lead to a formal agreement. The parties agree that the Definitive Agreement will not be entered into until KOTN can demonstrate that it has raised at least $3,000,000 in equity financing.
In order to acquire an initial 50% interest in the Hemlo North Limb Property, KOTN agrees to:
- -Pay to CORE a $50,000 cash deposit, on or before December 31, 2017
- -Upon execution of the Definitive Agreement , issue to CORE a $350,000 principal amount secured convertible note bearing interest at a rate of 15% per annum, calculated monthly but payable on maturity. The principal and accrued interest under the First Convertible Note will be convertible at the option of the holder at any time into common shares of KOTN at a conversion price equal to the lesser of the volume-weighted average price (" VWAP ") of KOTN's common shares for the 20 trading days prior to conversion or, if KOTN is not a public company at the time of conversion, the price or deemed price per KOTN common shares in the most recent transaction in which KOTN issued common shares or securities convertible into KOTN common shares.
- -Incur or cause to be incurred exploration expenditures of $2,000,000 on the Properties before December 31, 2018
In order to acquire an additional 25% interest in the Hemlo North Limb Property (for a total of 75%), KOTN agrees to:
- Issue to CORE a $650,000 principal amount secured convertible note bearing interest at a rate of 15% per annum, calculated monthly but payable on maturity. The principal and accrued interest under the Second Convertible Note will be: (a) convertible at the option of the holder at any time prior to KOTN's becoming a Public Company into common shares of KOTN at a conversion price equal to the price or deemed price per KOTN common share in the most recent transaction in which KOTN issued common shares or securities convertible into KOTN common shares; and (b) if not previously converted, shall be automatically converted at the deemed stock exchange listing price of KOTN's common shares upon KOTN's becoming a Public Company.
- Incur or cause to be incurred an additional $2,000,000 in exploration expenditures on the Properties and provide a NI 43-101 technical report before December 31, 2019.
In order to acquire an additional 10% interest in the Hemlo North Limb Property (for a total of 85%), KOTN agrees to deliver a positive pre-feasibility study (with going forward recommendations) on the Project before December 31, 2021.
Canadian Orebodies Buyback Option
Canadian Orebodies has the option to buy back up to a 25% interest in the Properties by making the following payments to the Purchaser:
- $1,000,000, and
- 300% x (the qualified expenditures incurred by the Purchaser, as well as any amounts incurred in relation to the production of a technical report and/or a pre-feasibility study) x (percent interest to be bought back by the Vendor)
For example, assume the Purchaser obtains an 85% interest in the Properties after having spent $5,000,000 in total, and the Vendor wishes to buy back a 25% interest in the Properties. The Vendor would have to pay to the purchaser:
- $1,000,000 +
- 300% x $5,000,000 x 25% = $3,750,000
- TOTAL = $4,750,000.
Thus, after having paid to the Purchaser the amount of $4,750,000, the Vendor would then have a 40% interest in the Properties and the Purchaser would be reduced to 60%.
Kings of the North and Canadian Orebodies shall provide additional information in regards to the contemplated transaction and its progress in the coming weeks.
Herb Duerr, CP.Geo, St-Georges' Director is a qualified person under NI 43-101 and has reviewed and approved the technical content of this release.
About St-Georges Platinum and Base Metals Ltd.
St-Georges is developing new technologies to solve the biggest environmental problems in the mining industry.
The company controls, directly or indirectly, all of the active mineral tenures in Iceland. It also explores for nickel on the Julie nickel project, for industrial minerals on Quebec's North Shore, and for lithium and rare metals in Northern Quebec and in the Abitibi area.
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