Camrova Resources Inc. ("
Camrova"
or the "
Company") (TSX-V: CAV; OTC: BAJFF; SSE
:CAVCL.CAV US$ - Chile) wishes to announce the successful
completion of internal and third-party due diligence for its
proposed acquisition of the Las Vacas flotation plant(“Las Vacas
Plant” or “Las Vacas”) owned by Compañia Minero Don Alberto
S.A.(“Don Alberto”).
The Las Vacas Plant is located near Illapel,
Chile approximately 160 km north of the El Chagres Smelter owned by
Anglo American Sur S.A. (“Anglo”), that has a long operating
history. Upon closing of the proposed acquisition, Camrova intends
to undertake minor capital expenditures for upgrading the Las Vacas
Plant. It is Camrova’s intention that Las Vacas will commence
processing slag material at a rate of approximately 5.0 ktpm within
3 months of acquisition, ramping up to approximately 9.5 ktpm two
months later.
To assist it with its technical and economic due
diligence on Las Vacas, Camrova engaged WS Ingeneria Lta
("WSI"), Santiago,Chile. WSI recently delivered
extensive studies to Camrova. These studies demonstrate the
proposed acquisition and operation of the Las Vacas flotation
Plant to be commercially attractive for processing El Chagres
slag.
A contract to remove slag material from the
Chagres Smelter was entered into between Anglo and ASESORIA y
INVERSIONES MAYG SpA (MAYG) in 2018. Camrova
previously announced, (see news release dated May 1,2019) the
signing of an asset purchase agreement with MAYG to acquire
MAYG’s rights to remove and process the El Chagres slag.
Since 2018, by way of a temporary arrangement, more than 100,000t
of Anglo’s slag has been processed by flotation by a third party.
WSI has referenced results from this flotation operation for
confirming metallurgical characteristics and costs at Las Vacas.
The WSI report discloses that the copper content of the ElChagres
slag runs approximately 1.0%, with recoveries at about 70% when
producing a 20% copper concentrate.
The WSI report goes on to state that by early
2020, subject to obtaining additional permitting for increased
production and with an incremental additional capital
expenditure of US$500,000, production at Las Vacas can be increased
to 18 ktpm and eventually in the future to 30 ktpm, thus matching
the monthly slag currently generated by the Charges Smelter.
Total capital costs including acquisition are
estimated by WSI to be US$5.4 million, and operating costs
including $1.00/t for loading and $9.00 for transport costs are
estimated to be US $36.90/t. There is no cost for acquiring the
slag from Anglo Sur. Using projected published concentrate pricing
and a copper price of US$ 2.80/lb., WSI reports the annualized
production rate at 9.5 ktpm with 70% recovery results in
approximately 1.8 million lb. of equivalent fine copper. WSI’s
report states that the project shows positive cash flow in a
relatively short period, with an after tax IRR of 29%, an NPV of
US$6.6 million and a payback of 4.4 years.
The WSI report also discloses that with respect
to the Las Vacas acquisition there are no permitting,
environmental, legal or technical issues of significance.
Based on the WSI report, its own due diligence
review and its extensive experience in processing, Management
believes the project risks are unusually low.
To fund further activities related to completing
the acquisition of the Las Vacas Plant the Company announces it has
borrowed an aggregate of Cdn$192,390 principal amount from certain
lenders, of which Cdn$27,000 was advanced by two directors of the
Company (the “Loan Financing”). In
connection with the Loan Fianacing, the Company issued a series of
unsecured, non-convertible promissory notes bearing interest at the
rate of 15% per annum, compounded monthly, with all principal and
interest being due and payable 12 months from the date of
issuance provided that the Company may repay any amount due
early without penalty. Combined with funds from private equity
placements earlier this year (see news release dated May 1, 2019)
to total Cdn$265,390, the Company believes that it now has adequate
working capital available until the Concurrent Financing (defined
below) is required for closing the slag project transaction.
Certain directors of the Company (the "Related
Parties") participated in the Loan Financing. This
transaction constitutes a "related party transaction" as defined
under Multilateral Instrument 61-101 –Protection of Minority
Security Holders in Special Transactions
("MI 61-101"). The Loan
Financing is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of securities being issued to the Related Parties nor
the consideration being paid by the Related Parties exceeded 25% of
the Company's market capitalization. A material change report in
respect of this related party transaction will be filed by the
Company but could not be filed at least 21 days prior to the
closing of the Loan Financing due to the fact that the Company
wished to close the transaction as soon as practicable to enable it
to use the proceeds of the Loan Financing in an expeditious manner
to bolster the Company's financial position.
To fund the acquisition of the Las Vacas plant,
the acquisition of the right to remove slag from the Chagres
Smelter pursuant to the Anglo Agreement and for general working
capital requirements, the Company intents to conduct a
concurrent financing of Cdn$9.0 million (US$6.7 million) (the
“Concurrent Financing”). Camrova has had
discussions with various interested financing partners, but no
decision has yet been made as to structure or timing for such
contemplated financing. Further disclosure will be made when the
terms of the Concurrent Financing are determined.
The Company also wishes to announce that it has
granted, pursuant to the terms of the Company's stock option plan,
a total of 250,000 stock options to certain consultants of the
Company, with each such stock option entitling the holder to
purchase one common share of the Company at a price of Cdn$0.065
for a period of two years.
Regulatory and shareholder approval may be
required for some of the transactions described above.
About Camrova
Resources Inc.
Camrova is a Canadian mining company whose
common shares are listed on the TSX-V. Camrova owns a 7.24%
interest in the Boleo copper-cobalt-zinc mine located in Baja
California Sur, Mexico.
Neither TSX
Venture Exchange
nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
For further information contact:
Camrova Resources Inc.
Tom OgryzloInterim Chief
Executive Officer Tel: 416-271-0879Email:
info@camrovaresources.com |
Kris MisirChief Financial Officer
Tel: 647-632-3444Email: kris.misir@camrovaresources.com |
Cautionary Statements
Certain statements contained in this press
release constitute forward-looking information. These statements
relate to future events or future performance. The use of any of
the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on the Camrova's
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. In
particular, this release contains forward-looking information
relating to, among other things, that the Company has adequate
funds available to complete its due diligence and
technical/economic studies in respect of the proposed Alag
Processing Project and for general working capital purposes, the
ability of the Company to successfully complete the acquisition of
the Anglo slag contract from MAYG, the ability of the Company to
complete the proposed acquisition of the Las Vacas Plant from Don
Alberto, the ability of the Company to complete the Cdn$9 million
Concurrent Financing,, the projected processing recoveries of
Cu and the estimated capital and operating costs, economic
viability of the Slag Processing Project as contained in the WSI
report. Various assumptions or factors are typically applied in
drawing conclusions or making the forecasts or projections set out
in forward-looking information. Those assumptions and factors are
based on information currently available to Camrova. Although such
statements are based on management's reasonable assumptions, there
can be no assurance that the proposed transactions will occur, or
that if the proposed transactions do occur, will be completed on
the terms described above.
The forward-looking information contained in
this release is made as of the date hereof and Camrova is not
obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the
risks, uncertainties and assumptions contained herein, investors
should not place undue reliance on forward-looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
This announcement does not constitute an offer,
invitation or recommendation to subscribe for or purchase any
securities and neither this announcement nor anything contained in
it shall form the basis of any contract or commitment. In
particular, this announcement does not constitute an offer to sell,
or a solicitation of an offer to buy, securities in the United
States, or in any other jurisdiction in which such an offer would
be illegal.
The securities referred to herein have not been
and will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States and may not be
offered or sold, directly or indirectly, within the United States,
unless the securities have been registered under the Securities Act
or an exemption from the registration requirements of the
Securities Act is available.
This document may not be distributed or
released in the United States or through U.S. Newswire
Services.
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