Full Metal Minerals to Acquire Puhipuhi Gold Project
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
FOR IMMEDIATE RELEASE April 20, 2018
(FMM 2018 NR #1)
Full Metal Minerals to Acquire Puhipuhi Gold Project
Vancouver, BC – April 20, 2018 – Full Metal Minerals Ltd. (FMM-TSX:V) (“Full Metal” or the “Company”)
is pleased to announce that it has entered into a Share Purchase Agreement with mid tier gold producer
Evolution Mining Limi ted (EVN -ASX) to purchase a 100% interest in the Puhipuhi Gold Project (the
“Project”) by purchasing the shares of Evolution’s wholly owned subsidiary Evolution Mining NZ Pty Ltd
(“Evolution NZ”) (the “Acquisition”).
The Puhipuhi Project is an exploration stag e epithermal gold project located in the Northland region of
the North Island of New Zealand . Evolution NZ currently holds an Exploration Permit over the Puhipuhi
area and an additional Exploration Permit over adjoining areas.
Since acquiring Puhipuhi in June 2015, Evolution NZ has spent over NZ$5million on exploration including
extensive soil geochemical surveys, 24 line kilometres of geophysics surveys and 3,800m of diamond
drilling.
Project Highlights:
The Project is well-located relative to infrastructure including roads and electricity. It is within 7 km of the
state highway.
High grade Au and Ag has been intercepted by drilling at localities over 2 km apart including 2 m at 17g/t
Au and 15 g/t Ag, 0.6 m at 23.4 g/t Au and 146 g/t Ag and 2 m at 12.4 g/t Au and 85.0 g/t Ag. Other
significant results include a 28 m vein intercept (chalcedony and lattice-textured quartz) that has not been
followed up by subsequent drilling.
Evolution NZ has identified multiple structures and targets through a combination of historic exploration
activity and recent exploration, giving a solid basis for Full Metal Minerals to test the following high priority
targets:
- the strike continuity of high grade drill intercepts, which are over 2km apart within the central
mineralised corridor, remains untested;
- sinter upflow zones interpreted from geophysics on second order linking faults;
- a number of geochemical targets in the central area of the Project; and
- other areas within the two Exploration Permits where detailed geochemical sampling has not
been undertaken.
Evolution NZ completed a Comprehensive Environmental Baseline Study including: surface and ground
water analysis, soil surveys and analysis, steam sediment surveys and flora and fauna surveys. This
establishes a sound platform for Full Metal’s recommencement of work on the Project.
Deposit Model
Oceana Gold’s Waihi Mine, a low sulphidation epithermal gold-silver deposit, which has been in modern
production since 1988, is also located on the North Island of New Zealand. Mining has taken place in three
parallel areas, spanning nearly 2 km: Martha, Correnso and Favona, each with mult iple mineralised vein
structures. The vein systems strike between 200 and 2000 m, 170 – 700 m in vertical range and are
typically 1.5 m wide, locally up to a maximum of 30 m 1. Full Metal considers this a deposit analog with
which to test the potential of the Puhipuhi Gold Project. Oceana’s guidance for Waihi Mine in 2018 is 75-
85,000 ounces of gold2.
Acquisition Terms:
Under the Share Purchase Agreement dated April 19, 2018, the Company will pay to Evolution Mining
Limited an initial cash p ayment of $50,000 at closing. I n addition, the Company has agreed to pay the
following amounts to Evolution Mining Limited upon the Company or Evolution NZ achieving the following
milestones on the Project: up to $275,000 upon Evolution NZ entering into a new or amended access
agreement with certain surface rights owners; $250,000 upon exploration expenditures of $2,000,000
being incurred; $250,000 upon cumulative exploration expenditures of $4,000,000 being incurred;
$500,000 upon completion of a NI 43 -101 compliant technical report containing an estimate of mineral
resources of at least 500,000 oz. gold; $1,750,000 upon completion of a feasibility study; and $2,500,000
upon commencement of commercial production. Other than the initial cash payment, all cash payments
may, at the option of the Company, instead be satisfied by issuing common shares of the Company based
on the greater of the volume weighted average trading price of the FMM Shares for a 20 consecutive
trading day period ending prior to the date of issuance and the minimum price permitted by the TSX
Venture Exchange.
The Acquisition is an arm’s length transaction. No finder’s fees are payable in respect of the Acquisition.
The closing of the Acquisition is subject to acceptance by the TSX Venture Exchange
Private Placement
The Company also announces an equity financing of up to 15,625,000 common shares at a price of C$0.08
per share for gross proceeds of up to C$1.25 million (the “ Financing”) to fund transaction costs of the
Acquisition, the initial cash payment under the Acquisition, exploration expenditures on the Project and
working capital. Completion of the Financing is subject to acceptance by the TSX Venture Exchange.
The Company also anticipates settling certain outstanding debts, which may include trade payables,
management services fees and entitlements to change of control payments under management services
agreements (the “Agreements”), in connection with the Acquisition and the Financing, which may include
the issuance of securities subject to acceptance by the TSX Venture Exchange.
1 2015 NI 43-101 Technical Report for the Waihi Gold Mine, Maton, T., Bertoldi, D., and Church, P., Effective 23 rd
November 2015.
2 Ocean Corporate Presentation March 2018.
The Company also announces that the Agreements, which were entered into in July 2011 between Full
Metal and companies controlled by the Presi dent and Chief Executive Officer and Chief Financial Officer
of the Company and the Corporate Secretary of the Company have been further amended. Prior to these
amendments, the Agreements provided for a change of control payment if within 42 months following a
"change of control" the contra ctor's engagement is terminated by the Company without good cause or
the contractor resigns. The amendments extend the 42 month period to 48 months. For further
information regarding the change of control payment entitlements, see the Company’s infor mation
circular dated September 12, 2014 and filed on the Company’s profile on SEDAR , the Company’s
subsequently filed information circulars and the Company’s October 14, 2015, October 19, 2016 and
October 23, 2017 news releases.
ON BEHALF OF THE BOARD OF DIRECTORS
“Michael Williams”
Michael Williams
CEO & President
Suite 1500, 409 Granville Street, Vancouver, BC V6C 1T2, Telephone: 604-484-7855 Fax: 604-484-7155
Qualified Person
Adrian Fleming, AusIMM (CP), an independent Qualified Person as defined by NI 43-101, has reviewed and approved,
but has not verified, the technical content of this press release, and consents to the information provided in the form
and context in which it appears. The technical information regarding the Project in this press release is based on
information provided to the C ompany by Evolution NZ , and the Company anticipates incorporating the technical
information into an independent technical report.
Cautionary Note Regarding Forward -Looking Statements: This news release includes certain forward -looking
statements and forwa rd-looking information (together, “forward -looking statements”). All statements other than
statements of historical fact included in this release, including, without limitation, statements regarding the
Acquisition, the Financing, other future plans and objectives of the Company and potential mineralization on the
Project are forward-looking statements. There can be no assurance that such statements will prove to be accurate
and actual results and future events may vary from those anticipated in such statements. Important risk factors that
could cause actual results to differ materially from the Company's plans or expectations include failure to obtain TSX
Venture Exchange acceptance of the Acquisition, the Offering and the Financing (together, the “Transaction”), failure
to remove conditions to completion of the Transaction , failure to raise sufficient funds on the proposed terms or at
all and risks associated with mineral exploration, including the risk that actual results of exploration will be di fferent
from those expected by management and the risk that potential mineralization will not be upgraded or verified, and
the other risks disclosed in this news release . The forward -looking statements in this news release were developed
based on the assumptions and expectations of management, including that TSX Venture Exchange acceptance for the
Transaction will be obtained, conditions will be satisfied, required fundraising will be completed , the other
assumptions disclosed in this news release and that the risks described above will not materialize. There can be no
assurance that the Transaction will complete. The Company expressly disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new information, future events or otherwise, except
as otherwise required by applicable securities legislation.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction, including the United
States. The securities referenced in this press release have not been and wi ll not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws
and may not be offered or sold within the United States or to, or for the account or benefit of, a "U.S.
person," as s uch term is defined in Regulation S under the U.S. Securities Act, unless an exemption from
such registration requirements is available.