Centenera Enters into Letter Agreement for Acquisition of Six Precious Metals Projects, Santa Cruz Province, Argentina Due Diligence Rock Sampling at Cerro Bayo Property Returns 572g/t silver and 0.48g/t gold
LC127339-1
NR-18-11 September 5, 2018
Centenera Enters into Letter Agreement for
Acquisition of Six Precious Metals Projects,
Santa Cruz Province, Argentina
Due Diligence Rock Sampling at Cerro Bayo Property
Returns 572g/t silver and 0.48g/t gold
Vancouver, British Columbia – Centenera Mining Corporation ( “Centenera” or the “Company”) - (TSXV: CT,
OTCQB: CTMIF) announces that it has signed a binding letter agreement (the “Letter Agreement”), whereby it will be
granted the right to acquire up to a 100% interest in six precious metals properties (the “Properties”) from an arm’s length
party, Tres Cerros Exploraciones S.R.L (“Tres Cerros”) through three separate option agreements ( the “ Option
Agreements”), as to two Properties per agreement. The Properties are all located within the highly prospective Deseado
Massif in Santa Cruz Province, Argentina, and together comprise approximately 32,900 hectares. Under the terms of the
Option Agreements, Centenera will be granted an exclusive option (the “ Option”) to acquire a 100% interest in the
Properties by way of staged cash and common share payments, subject to a net smelter returns (“NSR”) royalty in favour
of Tres Cerros.
“This acquisition gives Centenera a meaningful foothold in this important mining and exploration district ,” stated Keith
Henderson, Centenera’s President & CEO . “This package of properties was carefully targeted by Tres Cerros, which has
patiently acquired the properties through staking over the last two to three years. Tres Cerros is an Argentinean company
founded by a group of exploration geologists with extensive experience in the Deseado Massif and who have been involved
in several d iscoveries over the last few years including Cerro Moro, Mina Martha, Joaquin and Virginia deposits. Tres
Cerros' geologists have been featured various times on the front cover of The Northern Miner for making gold and silver
discoveries in this mining district.”
Mr. Henderson continued , “Santa Cruz is a leading jurisdiction for discovery of low and intermediate sulphidation
epithermal gold and silver deposits with approximately 19 million ounces of gold and 580 million ounces of silver
discovered since 1990. For precious metals it is possibly the highest-ranked exploration destination in South America and,
with a relatively short history of mineral exploration, the discovery potential is expected to be extremely high. The Santa
Cruz Province is a favourable destination for mineral exploration and mining investment, with multiple precious metals
mines in production and senior mining companies such as AngloGold Ashanti Limited, Panamerican Silver Corp.,
Yamana Gold Inc. (“Yamana Gold”) and Goldcorp Inc. (“Goldcorp”) continuing to explore in the region.”
The Properties
The Properties are all located within the prospective Deseado Massif (Figure 1). The D eseado Massif is a Jurassic age
volcanic plateau covering 60,000km2 and hosting valuable epithermal precious metals deposits. A short summary of each
of the Properties is provided below. Additional information will be presented via the Company’s web site in the coming
weeks.
The Cerro Bayo Property is situated between the contiguous Verde project (Yamana Gold) located approximately 2km to
3km to the west, and the San Agustin project (Goldcorp) located to the east. The Cerro Bayo Property contains areas of
exposed vein and/or breccia as extensions to mineralized systems identified in adjacent properties. Due diligence rock
grab sampling (4 rock samples) conducted by the Company, returned grades ranging from 0.05g/t to 0.48g/t gold and
from 7.94g/t to 572g/t silver. Centenera’s due diligence sampling results are consistent with historical sampling results
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reported by previous operators (15 rock samples) which returned grades ranging from below detection to 1.07g/t gold
and from below detection to 3,300g/t silver. There is strong geological evidence suggesting that the prospective rocks
exposed at the Cerro Bayo Property are high in the mineralizing system with considerable potential below surface.
Figure 1: Location of Santa Cruz Properties relative to mining and exploration projects in Santa Cruz Province
The principle target s in the La Flora Property are the Flora Vein and Flora West. The Flora Vein is an extension of
mineralization at the San Agustin Este project, contiguous to the south and controlled by Hoc hschild
Mining plc (“Hochschild”).
The Aylen Property is located immediately west of the Martha Mine, owned and operated by Hunt Mining Corp. (“Hunt
Mining”). The ground has potential to host an extension of the mineralizing Martha structural zone over a potential strike
length of more than 4km. A single due diligence rock sample taken by Centenera on the Aylen Property, returned 0.38g/t
gold and 10 4g/t silver, which is on-trend from the Martha Mine. As geology is similar to that found at neighbouring
operations and with mineralization confirmed by initial due diligence, the Company believes that there may be potential
to build drill targets on the Aylen Property.
The Pedro Property is adjacent to Mirasol Resources Ltd.’s (“ Mirasol”) Nico Project. In particular, Mirasol’s Resolution
Prospect, within the greater Nico Project, is located less than 200m west of the Pedro Property. Due diligence grab
sampling by Centenera (3 rock samples), conducted by the Company , returned grades ranging from 0.37g/t to 44.9g/t
silver and indicate that the mineralization extends onto the Pedro Property.
The Fiorentina Property is contiguous with the Los Cisnes Proje ct, formerly held by Mariana Resources Ltd. (“Mariana”)
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and recently acquired by New Dimension Resources Ltd. (“ New Dimension”). In particular, New Dimension’s El Brio
prospect is located just a few kilometres west of the Fiorentina Property. Recent drill results from New Dimension’s El Brio
prospect (August 2018) include 4.4m grading 566g/t silver and 4.4m grading 123.2g/t silver, while pr evious drilling by
Mariana in 2015 returned 2.9m grading 755g/t silver. Due diligence samples taken by Centenera on the Fiorentina
Property (9 rock grab samples), returned gold grades ranging from below detection to 1.45g/t gold, confirming that
mineralization at El Brio may extend onto the Fiorentina Property.
Finally, the Aguila Mora Property was formerly held by Mariana, who reported mapping of 12.5km of veins at surface.
Planned Exploration
Centenera is currently in negotiations with a highly experienced consultant who is recognized as a global expert in these
types of deposits, and who has specific experience in the Deseado Massif, having completed review work for many of the
major mining companies working in the area. If retained, the primary objective of the consultant will be to review each
of the Properties on the ground and to rank them in terms of exploration priority. Initial work is anticipated to focus on
detailed mapping, where allowed by exposure, ground geophysics and surface geochemistry, and s pecific exploration
recommendations will drive the subsequent programs.
Commercial Terms
The terms of the Letter Agreement provide that, subject to certain conditions, including TSX Venture Exchange (“TSX-V”)
acceptance and the entry into the Option Agreements, Centenera will be granted the Option to acquire a 100% interest
in the Properties, subject to a NSR royalty in favour of Tres Cerros. The intention of the parties is that they will enter into
a separate Option Agreement for the property groups set out below (“Property Groups”) (Figure 1) as follows:
Property Group Properties
Property Group #1 Cerro Bayo & La Flora Properties
Property Group #2 Aylen & Pedro Properties
Property Group #3 Fiorentina & Aguila Mora Properties
During the Option period, Centenera will be responsible for maintaining the exploration concession s and permits
comprising the Properties in good standing, and paying all fees and assessments, and taking such other steps, required in
order to do so. There will be no other work commitments, and any work carried out on the Project will be at the sole
discretion of Centenera.
The Option will be structured as a two -stage option, whereby the Company can earn an initial 80% interest (the “ First
Option”), followed by the remaining 20% interest (the “ Second Option ”), subject to certain royalty conditions. The
aggregate acquisition cost of the First Option for all three Property Groups will be USD $2,887,500 payable in cash and
common shares in the capital of Centenera issued to Tres Cerros having a deemed issuance value of USD $3,675,000, over
a period of 6 years.
The earn-in terms for the First Option (for each of the Property Groups) will be as follows (all dollar amounts are US
Dollars):
Date Cash Payments Value of Centenera
Shares
NI 43-101
Technical Report
Cumulative Earned
Interest
Within 5 business days from TSX-V
acceptance for filing of the
Definitive Agreement (the “Effective
Date”)
$12,500 -- -- --
On or before the first anniversary of
the Effective Date $25,000 $50,000 -- --
On or before the second anniversary $50,000 $75,000 -- --
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Date Cash Payments Value of Centenera
Shares
NI 43-101
Technical Report
Cumulative Earned
Interest
of the Effective Date
On or before the third anniversary
of the Effective Date $75,000 $100,000 -- 35%
On or before the fourth anniversary
of the Effective Date $100,000 $200,000 -- 51%
On or before the fifth anniversary of
the Effective Date $200,000 $300,000 -- 71%
On or before the sixth anniversary of
the Effective Date $500,000 $500,000 Technical Report 80%
TOTAL: $962,500 $1,225,000 -- --
As part of the earn-in commitment for each Property Group, Centenera will be required to deliver to Tres Cerros a single
technical report in accordance with NI 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), with the subject
property being the more advanced of the Properties in each of the Property Groups. Other than the initial $12,500 cash
payment (aggregate $37,500 for all the Property Groups), Centenera will not be obligated to make any payments or issue
any stock to Tres Cerros.
For a period of 120 days after the exercise of the First Option for each Property Group, Centenera will have the Second
Option to acquire the remaining 20% (aggregate 100%) interest in that Property Group, by making a cash payment of
$400,000 and issuing shares in the capital of Centenera valued at $400,000 to Tres Cerros, subject to a 0.75% NSR royalty,
of which two-thirds of the royalty (0.5%) can be purchased at any time for $1,000,000.
If Centenera elects not to exercise the Second Option, the parties will be deemed to have entered into a joint venture
(“JV”), with the initial participating interests of Centenera being 80% and Tres Cerros being 20%. In the event that either
party’s participating interest falls below 10% then that party’s interest will be converted to a 1% NSR royalty, one half of
which (0.5%) can be purchased by the other party for $1,000,000.
Quality Control & Quality Assurance
Quality assurance and quality control procedures utilized during due diligence sampling included the systematic insertion
of blanks, standards and duplicates into the sample sequences. Samples were collected in October 2017 and sealed and
shipped to ALS Chemex Labs Ltd. (“ALS Chemex”) for analysis. ALS Chemex ’s quality system complies with the
requirements for the International Standards ISO 9001:2000 and ISO 17025: 1999. Analytical accuracy and precision are
monitored by the analysis of reagent blanks, reference material and replicate samples.
Cautionary Note Regarding Historical Sampling Results
Results of historical sampling undertaken by previous operators have been included in this news release to demonstrate
consistency of results between C entenera’s due diligence sampling results and previous sampling results. Readers are
cautioned that QA/QC procedures and results of historical sampling have not been verified by Centenera geologists and
should not be relied upon.
Cautionary Note Regarding Adjacent Properties
The Verde Project (Yamana Gold), San Agustin Project (Goldcorp), San Agustin Este Project (Hochschild), Martha Mine
(Hunt Mining), Nico Project (Mirasol), and Los Cisnes (New Dimension) are all adjacent properties. The Company has no
interest in or right to acquire any interest in these projects or deposits. Mineral deposits on adjacent or similar properties,
and any production therefore or economics with respect thereto, are not in any way indicative of mineral deposits on
Centenera’s properties or the potential production from, or cost or economics of, any future mining of any of Centenera’s
mineral properties.
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Qualified Person
Keith J. Henderson, P.Geo., is the Company's qualified person as defined by NI 43-101 and has reviewed the scientific and
technical information that forms the basis for portions of this news release . He has approved the disclosure herein.
Mr. Henderson is not independent of the Company, as he is an employee of the Company and holds securities of the
Company.
About Centenera Mining Corporation
Centenera is a mineral resource company trading on the TSX-V under the symbol “CT” and on the OTCQB exchange under
the symbol “CTMIF”. The Company is focused 100% on mineral resource assets in Argentina, which include gold, silver,
copper-gold and lithium assets. Centenera’s assets are located in Salta, San Juan and Santa Cruz Provinces, which are
widely recognized as being favourable jurisdictions for mining and exploration.
On Behalf of the Board of Directors of
CENTENERA MINING CORPORATION
"Keith Henderson"
President & CEO
For further details on the Company readers are referred to the Company's web site ( www.centeneramining.com) and its
Canadian regulatory filings on SEDAR at www.sedar.com.
For further information, please contact:
Keith Henderson
Phone: 604-638-3456
E-mail: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.
This news release contains forward- looking statements and forward- looking information (collectively, "forward -looking stateme nts") within the
meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Ref orm Act of 1995. All
statements, other than statements of historical fact, included herein including, without limitation, statements regarding the negotiation of the Option
Agreements and exercise of the Option for the Properties, the anticipated content, commencement, timing and cost of exploration programs in respect
of the Properties and otherwise, anticipated exploration program results from exploration activities, and the Company's expectation that it will be
able to enter into agreements to acquire interests in additional mineral properties, the discovery and delineation of mineral
deposits/resources/reserves on the Properties, and the anticipated business plans and timing of future activities of the Company, are forward-looking
statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be
correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "may", "should",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipat es", "believes", "potential" or variations of such words including negative
variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In
making the forward- looking statements in this news release, the Company has applied several material assumptions, including without limitation,
that it will be able to negotiate the Option Agreements and that it will obtain TSX -V acceptance for filing of thereof, market fundamentals will result
in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future
development of the Company’s Argentine projects in a timely manner, the availability of financing on suitable terms for the development, construction
and continued operation of the Company projects, and the Company’s ability to comply with environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertai nties and other factors which may cause the actual results, performance or
achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking
information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and
development and mine development activities at the Properties, including the geological mapping, prospecting and sampling program s being
proposed for the Properties (the "Programs"), the fact that the Company’s anticipated interests in the Properties will only be an option and there is
no guarantee that such interest, if earned, will be certain, actual results of exploration activities, including the Programs, estimation or realization of
mineral reserves and mineral resources, the timing and amount of estimated future production, costs of production, capital ex penditures, the costs
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and timing of the development of new deposits, the availability of a sufficient supply of water and other materials, requirements for additional capital,
future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market
price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated,
accidents, labour disputes and other risks of the mining industry, delays or the inability of the Company to obtain any necessary permits, consents or
authorizations required, including TSX-V acceptance for filing of the Option Agreements, any current or future property acquisitions, financing or other
planned activities, changes in laws, regulations and policies affecting mining operations, hedging practices, currency fluctuations, title disputes or
claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks related
to joint venture operations, and risks related to the integration of acquisitions, as well as those factors discussed under the heading "Risk Factors" in
the Company's latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which
can be found under the Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by law, the Company undertakes no
obligation to update any of the forward-looking information in this news release or incorporated by reference herein.
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