Arizona Sonoran Copper Company Inc. (TSX:ASCU |
OTCQX:ASCUF) (“ASCU” or the “Company”), an emerging U.S. copper
developer, is pleased to report that RG Royalties LLC, a subsidiary
of Royal Gold Inc. (RLGD:NASDAQ) has purchased an existing 2.5% net
smelter royalty (“NSR”) on a portion of the Cactus Project for cash
consideration of US$55 million from Tembo Capital. ASCU has the
right to buy back 0.5% of Royal Gold’s aggregate 2.5% NSR for US$7
million, by July 10, 2025.
George Ogilvie, ASCU President, CEO and Director
commented, “We are pleased to see the royalty move to a top
calibre royalty and streaming company, with a history of
participating in project financing packages and a positive prior
experience with our management team. We believe that Royal Gold, as
the acquiror, is yet another strong endorsement and recognition of
the Cactus Project and its go-forward plan, by a sophisticated
mining financier. Our team has dedicated itself to growing the
asset to a significant size, securing water, permits, community
support and, as reflected in our 2024 PEA, demonstrating a capital
efficient project with robust forecast economics. We will continue
to de-risk and advance Cactus as we move forward with various
technical studies, through pre‑feasibility to definitive
feasibility study, to an eventual final investment decision.”
In 2020, a Tembo Capital fund initially purchased the 2.5% NSR,
as part of an aggregate 3.18% NSR financing with Resource Capital
Funds whose portion is now owned by Elemental Altus Royalties Corp.
(“Elemental Altus”). In addition to the 0.5% buy back option on
Royal Gold’s NSR, ASCU also has the option to buy back 0.14% of
Elemental Altus’ aggregate 0.68% NSR for US$1.9 million by July 10,
2025, which together would reduce the overall combined NSR to
2.54%.
The Company is well funded and is currently evaluating its
options with respect to both NSR buy back options.
Neither the TSX nor the regulating authority has approved or
disproved the information contained in this press release.
About Arizona Sonoran Copper Company (www.arizonasonoran.com |
www.cactusmine.com)
ASCU is a copper exploration and development company with a 100%
interest in the brownfield Cactus Project. The Project, on
privately held land, contains a large-scale porphyry copper
resource and a recent 2024 PEA proposes a generational open pit
copper mine with robust economic returns. Cactus is a lower risk
copper developer benefitting from a State-led permitting process,
in place infrastructure, highways and rail lines at its doorstep
and onsite permitted water access. The Company’s objective is to
develop Cactus and become a mid-tier copper producer with low
operating costs, that could generate robust returns and provide a
long-term sustainable and responsible operation for the community,
investors and all stakeholders. The Company is led by an executive
management team and Board which have a long-standing track record
of successful project delivery in North America complemented by
global capital markets expertise.
Cautionary Statements regarding Forward-Looking Statements
and Other Matters
Forward-Looking Statements
All statements, other than statements of historical fact,
contained or incorporated by reference in this press release
constitute “forward-looking statements” and “forward-looking
information” (collectively, “forward-looking statements”) within
the meaning of applicable Canadian and United States securities
legislation. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
“advance”, “assumptions”, “become”, “believe”, “continue”, “could”,
“delivery”, “developer”, “emerging”, “estimate”, “exploration”,
“eventual”, “expectation”, “exposure”, “feasibility”, “forward”,
“future”, “generational”, “growing”, “long-term”, “objective”,
“optimizing”, “option”, “pending”, “plan”, “potential”, “program”,
“progress”, “right”, “risk”, “study”, “subject to”, “will”, and
“would”, or variations of such words, and similar such words,
expressions or statements that certain actions, events or results
can, could, may, should, would, will (or not) be achieved, occur,
provide, result or support in the future, or which, by their
nature, refer to future events. In some cases, forward-looking
information may be stated in the present tense, such as in respect
of current matters that may be continuing, or that may have a
future impact or effect. Forward-looking statements include those
relating to ongoing and future technical studies (including
pre-feasibility and definitive feasibility studies), moving forward
with such study work and the results or implications thereof
(including any eventual investment decision); de-risking of the
Cactus Project; the results of the 2024 PEA (including capital
efficiency and economics); buy back of any portion of NSRs on the
Cactus Project held by Royal Gold or Elemental Altus (including any
exercise of the option, the Company being well funded to do so and
reduction in either such NSR individually and/or in the aggregate);
mineral or copper resources and any realization of value therefrom;
any upside in value and/or delivered back to shareholders,
sustainability and risk; the Company’s objectives (including the
Cactus Project becoming a significant producer of copper cathodes
in Arizona and the U.S.); and the future plans or prospects of the
Company (including sustainability of the Cactus Project and
becoming a mid-tier copper producer). Although the Company believes
that such statements are reasonable, there can be no assurance that
those forward-looking statements will prove to be correct, and any
forward-looking statements by the Company are not guarantees of
future actions, results or performance. Forward-looking statements
are based on assumptions, estimates, expectations and opinions,
which are considered reasonable and represent best judgment based
on available facts, as of the date such statements are made. If
such assumptions, estimates, expectations and opinions prove to be
incorrect, actual and future results may be materially different
than expressed or implied in the forward-looking statements. The
assumptions, estimates, expectations and opinions referenced,
contained or incorporated by reference in this press release which
may prove to be incorrect include those set forth or referenced in
this press release, as well as those stated in the technical report
for the Cactus Project filed on August 27, 2024 (the “2024 PEA
Technical Report”), the Company’s Annual Information Form dated
April 1, 2024 (the “AIF”), Management’s Discussion and Analysis
(together with the accompanying financial statements) for the year
ended December 31, 2023 and the quarters already ended in 2024
(collectively, the “2023-24 Financial Disclosure”) and the
Company’s other applicable public disclosure (collectively,
“Company Disclosure”), all available on the Company’s website at
www.arizonasonoran.com and under its issuer profile at
www.sedarplus.ca. Forward-looking statements are inherently subject
to known and unknown risks, uncertainties, contingencies and other
factors which may cause the actual results, performance or
achievements of ASCU to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Such risks, uncertainties,
contingencies and other factors include, among others, the “Risk
Factors” in the AIF, and the risks, uncertainties, contingencies
and other factors identified in the 2024 PEA Technical Report and
the 2023-24 Financial Disclosure. The foregoing list of risks,
uncertainties, contingencies and other factors is not exhaustive;
readers should consult the more complete discussion of the
Company’s business, financial condition and prospects that is
provided in the AIF, the 2023-24 Financial Disclosure and other
Company Disclosure. Although ASCU has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Forward-looking statements contained herein
are made as of the date of this press release (or as otherwise
expressly specified) and ASCU disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or results or otherwise,
except as required by applicable securities laws. There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from
forward-looking statements. Accordingly, readers should not place
undue reliance on forward-looking statements. The forward-looking
statements referenced or contained in this press release are
expressly qualified by these Cautionary Statements as well as the
Cautionary Statements in the AIF, the 2024 PEA Technical Report,
the 2023-24 Financial Disclosure and other Company Disclosure.
Preliminary Economic Assessments
The Preliminary Economic Assessment (or 2024 PEA) referenced in
this press release and summarized in the 2024 PEA Technical Report
is only a conceptual study of the potential viability of the Cactus
Project and the economic and technical viability of the Cactus
Project has not been demonstrated. The 2024 PEA is preliminary in
nature and provides only an initial, high-level review of the
Cactus Project’s potential and design options; there is no
certainty that the 2024 PEA will be realized. For further detail on
the Cactus Project and the 2024 PEA, including applicable technical
notes and cautionary statements, please refer to the Company’s
press release dated August 7, 2024 and the 2024 PEA Technical
Report, both available on the Company’s website at
www.arizonasonoran.com and under its issuer profile at
www.sedarplus.ca.
Mineral Resource Estimates
Until mineral deposits are actually mined and processed, copper
and other mineral resources must be considered as estimates only.
Mineral resource estimates that are not classified as mineral
reserves do not have demonstrated economic viability. The
estimation of mineral resources is inherently uncertain, involves
subjective judgement about many relevant factors and may be
materially affected by, among other things, environmental,
permitting, legal, title, taxation, socio-political, marketing, or
other known and unknown risks, uncertainties, contingencies and
other factors described in the foregoing Cautionary Statements on
Forward-Looking Statements. The quantity and grade of reported
“inferred” mineral resource estimates are uncertain in nature and
there has been insufficient exploration to define “inferred”
mineral resource estimates as an “indicated” or “measured” mineral
resource and it is uncertain if further exploration will result in
upgrading “inferred” mineral resource estimates to an “indicated”
or “measured” mineral resource category. Inferred mineral resource
estimates may not form the basis of feasibility or pre-feasibility
studies or economic studies except for preliminary economic
assessments. The accuracy of any mineral resource estimate is a
function of the quantity and quality of available data, and of the
assumptions made and judgments used in engineering and geological
interpretation, which may prove to be unreliable and depend, to a
certain extent, upon the analysis of drilling results and
statistical inferences that may ultimately prove to be inaccurate.
It cannot be assumed that all or any part of a “inferred”,
“indicated” or “measured” mineral resource estimate will ever be
upgraded to a higher category including a mineral reserve. The
mineral resource estimates declared by the Company were estimated,
categorized and reported using standards and definitions in
accordance with the Canadian Institute of Mining, Metallurgy and
Petroleum Definition Standards for Mineral Resources and Mineral
Reserves (the “CIM Standards”) in accordance with National
Instrument 43-101 of the Canadian Securities Administrators (“NI
43-101”), which governs the public disclosure of scientific and
technical information concerning mineral projects.
U.S. Readers
The terms “mineral resource”, “measured mineral resource”,
“indicated mineral resource” and “inferred mineral resource” as
disclosed by the Company are Canadian mining terms defined in the
CIM Standards (collectively, the “CIM Definitions”) in accordance
with NI 43-101. NI 43-101 establishes standards for all public
disclosure that a Canadian issuer makes of scientific and technical
information concerning mineral projects. These Canadian standards
differ from the requirements of the United States Securities and
Exchange Commission (the “SEC”) applicable to United States
domestic and certain foreign reporting companies under Subpart 1300
of Regulation S-K (“S-K 1300”). Accordingly, information describing
mineral resource estimates for the Cactus Project may not be
comparable to similar information publicly reported in accordance
with the applicable requirements of the SEC, and so there can be no
assurance that any mineral resource estimate for the Cactus Project
would be the same had the estimates been prepared per the SEC’s
reporting and disclosure requirements under applicable United
States federal securities laws, and the rules and regulations
thereunder, including but not limited to S-K 1300. Further, there
is no assurance that any mineral resource or mineral reserve
estimate that the Company may report under NI 43-101 would be the
same had the Company prepared such estimates under S-K 1300.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250213233590/en/
Alison Dwoskin, Director, Investor Relations 647-233-4348
adwoskin@arizonasonoran.com George Ogilvie, President, CEO and
Director 416-723-0458 gogilvie@arizonasonoran.com
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