Cerro de Pasco Resources Closes a Subscription Receipt and Private Placement for a total of $2,845,000
Cerro de Pasco Resources Closes a Subscription Receipt
and Private Placement for a total of $2,845,000
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH ANY WIRE SERVICE IN THE
UNITED STATES
MONTRÉAL, QUÉBEC, CANADA — (April 2 , 2024) Cerro de Pasco Resources Inc. (CSE: CDPR)
(OTCPK: GPPRF) (FRA: N8HP) (“CDPR” or the “Corporation”) is pleased to announce that further to
its news release of March 22, 2024, it has closed a second tranche of its previously announced non -
brokered private placement offering of subscription receipts to cover the fee payable in relation to the
Legal Easement (the “Easement”) . Upon publication of the Supreme Resolution granting the
Easement, CDPR will pay SOL 3,647,402.44 or approximately CAD 1,350,000 to a specific bank
account of Banco de la Nacion. The two-year Easement will provide CDPR with access to the surface
areas corresponding to its El Metalurgista Concession and the Quiulacocha Tailings Project ,
enabling the Corporation to initiate its 40-hole drilling campaign.
Granting of Easement Timeline
The change of Minister of Energy and Mines in February, together with normal process clarifications
resulted in a temporary delay in the ongoing procedures. At this time, we are not aware of any
additional requirement that should be met for the granting of the easement and no further delays are
expected. CDPR has fulfilled all the legal requirements set forth by Peruvian law for those purposes.
With the Minister himself reiterating full support, the signature of the Supreme Resolution is
expected imminently.
Background
CDPR is the titleholder of the El Metalurgista Concession located in Peru, which grants it the right to
explore and exploit the Quiulacocha Tailings located within its assigned area. The enforceability of
these rights has been formally confirmed by the General Mining Bureau of Peruvian Ministry of Energy
and Mines.
The Quiulacocha Tailings
The Quiulacocha Tailings Storage Facility covers approximately 115 hectares and is estimated to
hold approximately 75 million tonnes of tailings deposited from the 1920s to 1990s.
The Quiulacocha Tailings Storage Facility is comprised of processing residues that came from the
Cerro de Pasco open pit and underground mine. Initially these tailings resulted from the mining of
copper-silver-gold mineralization with reported historical g rades of up to 10% Cu, 4/gt Au and over
300g/t Ag and later from the mining of zinc -lead-silver mineralized material with average historical
grades of 7.41% Zn, 2.77% Pb and 90.33 g/t Ag.
The most recent Historical Mineral Resource Estimate for the Quiulacocha tailings, prepared by JA
Brophy in 2012, contained 7.4 million tonnes at 1.35% to 1.55% Zn, 0.55% to 1.00% Pb and 1.20 to
1.35 oz/t Ag. This estimate was based on a shallow surface au ger sampling program which is
estimated to represent only 10% of the expected tonnes of the tailings. Historical Mineral Estimates
are historical in nature and cannot be relied upon for economic evaluations.
Second Tranche Funding of Subscription Receipts
Under the second tranche , the Corporation has sold 10,150,000 subscription receipts of the
Corporation (the “Subscription Receipts”) at a price of $0.10 per Subscription Receipt for aggregate
gross proceeds of $ 1,015,000. In total , the Corporation raised aggregate gross proceeds of
$2,560,000 and issued 25,600,000 Subscription Receipts (the “Offering”). The funds are held in
escrow until the Release Conditions have been satisfied , namely: (i) the Corporation has received
subscriptions under the Offering for a minimum amount of US$1,000,000 ; (ii) issuance of the
Supreme Resolution, whereby the Peruvian Ministry of Energy and Mines grants and/or
acknowledges the Corporation’s legal easement over certain surface areas owned by Activos
Mineros SAC, allowing the Corporation to conduct mining activities in the “El Metalurgista” mining
concession; and (iii) notification to the Corporation of the issuance of the Supreme Resolution.
Upon the satisfaction of the Release Conditions, 1) each Subscription Receipt will automatically be
converted into a unit of the Corporation (“Unit”). Each Unit will consist of (i) one common share in
the capital of the Corporation (a “Share”) and (ii) one half of one unit purchase warrant (each whole
unit purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one
additional unit (a “Warrant Unit”) at a price of $0.15 per Warrant Unit until the earlier of the d ate
which is 24 months after the issue date of the Warrants and, if applicable, the Accelerated Expiry
Date (as defined hereinafter) (the “Expiry Date”). Each Warrant Unit shall consist of (i) one additional
Share (a “Warrant Share”) and (ii) one additional Share purchase warrant (an “Underlying Warrant”).
Each Underlying Warrant shall entitle the holder thereof to acquire one additional Share (an
“Underlying Warrant Share”) at a price of $0.25 per Underlying Warrant Share until the Expiry Date.
In the event that, during the 24-month period following the issue date of the Warrants , the volume-
weighted average trading price of the Shares exceeds $0.60 per Share for any period of 20
consecutive trading days, the Corporation may, at its option, following such 20 -day period,
accelerate the expiry date of the Warrants by delivery of a notice (an "Acceleration Notice") to the
registered holders thereof and issuing a press release (a "Warrant Acceleration Press Release"), and,
in such case, the expiry date of the Warrants shall be deemed to be 5:00 p.m. (Montreal time) on the
30th day following the later of (i) the date on which the Acceleration Notice is sent to Warrant holders,
and (ii) the date of issuance of the Warrant Acceler ation Press Release (the “ Accelerated Expiry
Date”).
Private Placement for Short-Term Working Capital
The Corporation also announces that it has closed a non-brokered private placement for total gross
proceeds of $285,000 (the " Unit Offering") through the issuance of 2,850,000 units of the
Corporation (“Units”) at a price of $0.10 per Unit.
Each Unit is comprised of one Share and half of one Warrant. Each whole Warrant entitles the holder
thereof to purchase one Warrant Unit at a price of $0.15 per Warrant Unit until the earlier of March
28, 2026 and, if applicable, the Accelerated Expiry Date (as defined as defined above) . Each Warrant
Unit will consist of (i) one additional Share and (ii) one Underlying Warrants. Each Underlying Warrant
will entitle the holder thereof to acquire one Underlying Warrant Share at a price of $0.25 per
Underlying Warrant Share until March 28, 2026 , subject to acceleration of the expiry date as
mentioned above.
In connection with the Unit Offering, the Corporation paid finder’s fees of $ 17,500 and issued
175,000 Warrants to arm’s length third parties who assisted the Corporation by introducing
subscribers to the Unit Offering.
The Corporation intends to use the net proceeds of the Unit Offering for general working capital
purposes.
All securities issued in connection with the Unit Offering are subject to a statutory hold period in
accordance with applicable securities laws , expiring four-month-and-one-day from the issue date
of the Units.
The securities to be issued under the Offering and Unit Offering have not been, and will not be,
registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”), or any state
securities laws. Accordingly, the se securities may not be offered or sold, pledged or otherwise
transferred within the United States or to U.S. persons unless registered under the U.S. Securities
Act and applicable state securities laws or pursuant to exemptions from the registration
requirements of the U.S. Securities Act and applicable state securities laws. This news release does
not constitute an offer to sell or the solicitation of an offer to buy securities in the U.S., nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Technical Information
Mr. Jorge Lozano, MMSAQP and Chief Operating Officer for CDPR, has reviewed and approved the
scientific and technical information contained in this news release. Mr. Lozano is a Qualified Person
for the purposes of reporting in compliance with National Instrument 43 -101 -Standards of
Disclosure for Mineral Projects.
About Cerro de Pasco Resources
Cerro de Pasco Resources is a mining company, with the goal to become the next mid-tier producer
in Peru. CDPR is focused on the development of its principal 100% owned asset, the El Metalurgista
mining concession, comprising mineral tailings and stockpile s extracted from the Cerro de Pasco
open pit mine in Central Peru. The company’s approach at El Metalurgista entails the reprocessing
and environmental remediation of mining waste and the creation of numerous opportunities in a
circular economy. CDPR is al so focused on mining, development and exploration of its wholly -
owned 6,000 -hectare Santander Mine in the highly prospective Antamina -Yauricocha Skarn
Corridor, located 215 km from Lima. CDPR founded on clear objectives, to engender long -term
economic sustainability and benefit for the local population, from an economic, social and health
point of view.
Further Information
Guy Goulet, CEO
Telephone: +1-579-476-7000 Mobile: +1-514-294-7000
Forward-Looking Statements and Disclaimer
Certain information contained herein may constitute “forward-looking information” under Canadian
securities legislation. Generally, forward-looking information can be identified using forward-looking
terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”,
“could”, “might”, “likely” or variations of such words, or statements that certain actions, events or
results “may”, “will”, “could”, “would”, “might”, “will be taken”, “occur”, “be achieved” or other
similar exp ressions. Forward -looking statements, including the expectations of CDPR’s
management regarding the anticipated use of the proceeds raised under the Offering and Unit
Offering, statements relating to the publication of the Supreme Resolution granting the Easement to
CDPR, the terms of such Easement and the timing of such publication, are based on CDPR’s
estimates and are subject to known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or achievements of CDPR to be materially
different from those expressed or implied by such forward -looking statements or forward -looking
information. Forward -looking statements are subject to business and economic factors and
uncertainties and other factors t hat could cause actual results to differ materially from these
forward-looking statements, including the risks associated with exploration, development and
mining activities; the impact of macroeconomic events, and any material adverse effect on the
business, properties and assets of CDPR, as well as the relevant assumptions and risks factors set
out in CDPR’s public documents, available on SEDAR + at www.sedarplus.com. There can be no
assurance that such statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Although CDPR believes that the
assumptions and factors used in preparing the forward -looking statements are reasonable, undue
reliance should not be placed on these statements and forward -looking information. Except where
required by applicable law, CDPR disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise.
No securities regulatory authority has either approved or disapproved the content of this news
release.