Centenera Signs Option Agreement for Tres Cerros Gold and Silver Properties Santa Cruz Province, Argentina
NR-19-01 February 11, 2019
Centenera Signs Option Agreement
for Tres Cerros Gold and Silver Properties
Santa Cruz Province, Argentina
Vancouver, British Columbia – Centenera Mining Corporation ( “Centenera” or the “Company”) - (TSXV: CT,
OTCQB: CTMIF) announces that pursuant to a previous news release dated September 5, 2018 (NR18-11), the Company
has signed three definitive option agreement s (the “ Option Agreements”) whereby, subject to TSX Venture Exchange
approval, Centenera will be granted the right to acquire up to a 100% interest in eight precious metals pro perties (the
“Properties”) from an arm’s length party , Tres Cerros Exploraciones S.R.L (“Tres Cerros ”). The Properties are all located
within the highly prospective Deseado Massif in Santa Cruz Province, Argentina, and together comprise more than 30,000
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 .
The Properties are all located within the prospective Deseado Massif (Figure 1). The D eseado Massif is a Jurassic age
volcanic plateau covering 60,000km 2 and hosting valuable epithermal precious metals deposits.
Figure 1: Location of Santa Cruz Properties relative to mining and exploration projects in Santa Cruz Province
Centenera Mining Corporation 2 February 11, 2019
NR19-01 Continued
It is intended that, moving forward, the Properties will be an exploration priority for the Company. As stated previously,
the Company intends to retain 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, t he 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 .
The Option Agreements provide that, subject to certain conditions, including TSX Venture Exchange (“TSX-V”) acceptance,
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 three Option Agreements relate to the property groups set out below (“Property Groups”) as follows:
Property Group Properties
Property Group #1 Cerro Bayo & La Flora Properties
Property Group #2 Aylen, Aylen Oeste & Pedro Properties
Property Group #3 Fiorentina, Fiorentina Norte & 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 to
do so. There will be no other work commitments, and any work carried out on the Properties will be at the sole discretion
of Centenera.
The Option will be structured as a two -stage option, whereby Centenera 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 Centenera Shares NI 43-101 Report Cumulative
Earned Interest
5 business days from TSX-V acceptance of the
Definitive Agreement (the “Effective Date”) $12,500 -- -- --
First anniversary of the Effective Date $25,000 $50,000 -- --
Second anniversary of the Effective Date $50,000 $75,000 -- --
Third anniversary of the Effective Date $75,000 $100,000 -- 35%
Fourth anniversary of the Effective Date $100,000 $200,000 -- 51%
Fifth anniversary of the Effective Date $200,000 $300,000 -- 71%
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 issu e
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
Centenera Mining Corporation 3 February 11, 2019
NR19-01 Continued
$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 in terest 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.
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 a nd 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 statements") within the
meaning of applicable Canadian and U.S. securities legislation, i ncluding the United States Private Securities Litigation Reform 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", "anticipates", "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 o r achieved. In
making the forward-looking statements in this news release, the Company has applied several material assumptions, i ncluding 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.
Centenera Mining Corporation 4 February 11, 2019
NR19-01 Continued
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, perfo rmance 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 explorati on 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 P roperties 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 expenditures, the costs
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 headi ng "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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