Ridgeline Minerals Executes Exploration Earn- In Agreement with South32 at the Selena Project, Nevada
Ridgeline Minerals Executes Exploration Earn-
In Agreement with South32 at the Selena
Project, Nevada
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Vancouver, British Columbia--(Newsfile Corp. - August 22, 2024) - Ridgeline Minerals Corp. (TSXV:
RDG) (OTCQB: RDGMF) (FSE: 0GC0) ("
Ridgeline
" or the "
Company
") is pleased to announce that it
has entered into an earn-in agreement dated August 21, 2024 (the "
Earn-In Agreement
" or
"
Agreement
") with a wholly-owned subsidiary of South32 Limited (
South32
), pursuant to which
South32, subject to TSX Venture Exchange approval, can acquire up to an 80% interest in Ridgeline's
Selena carbonate replacement deposit ("CRD") project ("
Selena
" or the "
Project
"); a 39 square
kilometer land package located directly adjacent to Freeport-McMoRan's Butte Valley copper porphyry
project
1
(
Figure 1
).
In order to earn an initial 60% ownership interest in the Project, South32 must pay Ridgeline a
US$100,000 execution payment and fund a minimum of US$10.0 million (of which US$2.0 million is
guaranteed) in qualifying exploration expenditures on the Project over an initial five-year term, following
which South32 will have a further option to increase its ownership interest in the Project to a total of 80%
by incurring an additional US$10.0 million in expenditures for an aggregate spend of US$20.0 million, as
outlined below. Ridgeline will remain operator of the Project during the Initial Phase 1 Earn-in Option
period.
Chad Peters, Ridgeline's President, CEO & Director commented, "We are delighted to partner with
South32 and add a third earn-in agreement with a major mining company to Ridgeline's exploration
portfolio. We strongly believe that Selena represents a significant exploration opportunity in the base
metal sector and South32 is the ideal partner to help us quickly advance and de-risk our high-grade
CRD discovery at Selena."
Mr. Peters continues, "Ridgeline's combined earn-in agreements between South32 and Nevada Gold
Mines now provides up to US$60 million in potential exploration expenditures across the Selena,
Swift and Black Ridge projects. Furthermore, all three earn-in agreements retain non-dilutive, debt
financing options that will effectively carry Ridgeline's 20% to 25% interests in the respective projects
should they proceed to production. Ridgeline's portfolio now offers a compelling mix of leveraged
discovery potential through our three partner projects, as well as 100%-owned upside through our
exploration pipeline of projects, led by our flagship porphyry copper project at Big Blue."
Earn-In Agreement Highlights
Reimbursement of Prior Expenditures
: South32 will pay Ridgeline a US$100,000 execution
payment within ten business days following execution of the Agreement.
Initial Phase 1 Earn-In Option
: South32 may earn an initial 60% interest in the Project by
incurring a minimum of US$10.0 million in qualifying work expenditures and US$500,000 in cash
payments over the initial five-year period (the "
First Option
"), including:
funding US$500,000 and US$1.5 million (total of US$2.0 million) in exploration expenditures
on or before each of the first and second anniversaries, respectively, of the Agreement as a
firm commitment;
funding an additional US$8.0 million in qualifying exploration expenditures on or before the
fifth anniversary of the agreement (total of US$10.0 million); and
making a one-time cash payment of US$500,000 to Ridgeline on or before the fifth
anniversary of the Agreement.
During the First Option earn-in period, Ridgeline will remain the operator of the Project and will
collect a 10% project management fee on all qualifying exploration expenditures. In addition,
South32 and Ridgeline will each elect two representatives to a technical steering committee, which
will meet quarterly to review budgets and exploration progress. If the First Option is exercised,
South32 will obtain its interest in the Project by way of the issue to it of 60% of the equity in the
entity holding the Project.
Phase 2 Earn-In Option
: Subject to South32 having exercised the First Option, South32 shall
retain the sole right and option to earn an additional 20% ownership interest in the Project, for an
aggregate 80% ownership interest (the "
Second Option
"), by providing written notice within six
(6) months following the First Option exercise date and sole-funding an additional US$10.0 million
in qualifying work expenditures over an additional 3-year period. During the Second Option earn-in
period, South32 has the option to take over operatorship of the Project. Before exercise of the
Second Option, South32 will arrange for and provide draft definitive documentation for the
Ridgeline Facility (as defined and described below).
If South32 does not exercise the Second Option and earn an additional 20% Project interest, the
interests of the parties in the entity holding the Project will remain 60:40 and South32 shall have no
obligation to provide the Ridgeline Facility (as defined below).
Ridgeline Debt Facility
: If South32 wishes to exercise the Second Option, it must within 42
months of the Second Option commencement date, arrange for and provide draft definitive
documentation in respect of a debt facility ("
Ridgeline Facility
") from which (if executed)
Ridgeline may draw on to sufficiently fund Ridgeline's share of costs associated with the
development of a mine at Selena through to commercial production, whereby, among other things:
The principal amount drawn on under the Ridgeline Facility will bear interest at a rate equal
to the three-month Chicago Mercantile Exchange Term Secured Overnight Financing Rate
plus a margin of 3%; and
upon the commencement of commercial production at Selena, Ridgeline will be required to
repay the Ridgeline Facility by paying South32 80% of the future free cash flows attributable
to Ridgeline from production on the Project until the outstanding drawn principal under the
Ridgeline Facility plus applicable interest is repaid.
Proposed Work Program, Year-1
The first years' work program has been designed to meet the US$500,000 minimum spending
requirement as defined in the earn-in agreement highlights. Ridgeline has already begun coordinating
with the South32 exploration team and anticipates the completion of a ground magnetotelluric ("MT")
geophysical survey over the Chinchilla Sulfide target before the end of the year as well as the drilling and
installation of a production water well (previously permitted by Ridgeline - see
July 20, 2024 press
release
). Data from the MT survey will help guide a Phase I work plan administered under the recently
approved Plan of Operations ("PoO") (see
August 15, 2024 press release
)
, which will allow for up to 200
acres of surface disturbance to support future exploration efforts at Selena.
Figure 1
: Map of Butte Valley showing Ridgeline's Selena CRD project (subject to earn-in with South32)
adjacent to Freeport-McMoRan's ("FCX") Butte Valley copper porphyry JV with Falcon Butte Minerals.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7298/220755_c0893345c4ec98a1_002full.jpg
Selena Project
Selena is located in White Pine County, Nevada, approximately 64 kilometers ("km") north of the town of
Ely, NV. The Project shares an adjoining property boundary with the Butte Valley project
1
, a US$33.0
million earn-in agreement between Freeport-McMoRan and the underlying owner, Falcon Butte Minerals,
where Freeport reserves the right to earn-in to up to 80% ownership of the Butte Valley project. Selena is
subject to an up-to US$20.0 million exploration earn-in agreement with South32 and is comprised of 39
km
2
of highly prospective exploration ground including Ridgeline's shallow-oxide Ag-Au ± Pb-Zn
Chinchilla discovery. Subsequent drilling has continued to highlight the potential for high-grade CRD type
mineralization (Ag-Au-Pb-Zn ± Cu-W) between Chinchilla and the Butte Valley Cu-Au-Ag-Zn porphyry
located directly west of the property.
(View the Selena VRIFY Deck Here)
The technical information contained in this news release has been prepared under the supervision of,
and approved by Michael T. Harp, CPG, the Company's Vice President, Exploration. Mr. Harp is a
"qualified person" as defined under National Instrument 43-101 -
Standards of Disclosure for Mineral
Projects
.
About Ridgeline Minerals Corp.
Ridgeline Minerals is a discovery focused, precious and base metal explorer with a proven management
team and a 195 km
2
exploration portfolio across five projects in Nevada, USA. The Company retains a
highly prospective and 100% owned exploration portfolio consisting of the Bell Creek and Big Blue
projects as well as two earn-in exploration agreements with Nevada Gold Mines at the Swift and Black
Ridge gold projects and a third earn-in exploration agreement with South32 at the Selena CRD project.
More information about Ridgeline can be found at
www.ridgelineminerals.com
.
About South32
South32 is a globally diversified mining and metals company. South32's purpose is to make a difference
by developing natural resources, improving people's lives now and for generations to come. South32 is
trusted by its owners and partners to realise the potential of their resources. South32 produces
commodities including bauxite, alumina, aluminium, copper, silver, lead, zinc, nickel and manganese
from its operations in Australia, Southern Africa and South America. South32 also has a portfolio of
high-quality development projects and options, and exploration prospects, consistent with its strategy to
reshape its portfolio toward commodities that are critical for a low-carbon future.
On behalf of the Board
"Chad Peters"
President & CEO
Further Information:
Chad Peters, P.Geo.
President, CEO & Director
Ridgeline Minerals Corp.
+1 775 304 9773
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
Cautionary Note regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts are "forward-looking
information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the
meaning of applicable Canadian securities legislation and the United States Private Securities
Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, the potential
benefits of the
Earn-In Agreement (including the Proposed Work Program, Year 1) and the
transactions contemplated thereby (collectively the "Earn-In Transaction"). The words "potential",
"anticipate", "meaningful", "discovery", "forecast", "believe", "estimate", "expect", "may", "will",
"project", "plan", "historical", "historic" and similar expressions are intended to be among the
statements that identify Forward-Looking Information. Forward-Looking Information involves known
and unknown risks, uncertainties and other factors which may cause the actual results to be materially
different from any future results expressed or implied by the Forward-Looking Information. In preparing
the Forward-Looking Information in this news release, Ridgeline has applied several material
assumptions, including, but not limited to, assumptions that TSX Venture Exchange approval will be
granted in a timely manner subject only to standard conditions; that all conditions precedent to the
Earn-In will be satisfied in a timely manner; the current objectives concerning the Project and the
Company's other projects can be achieved and that its other corporate activities will proceed as
expected; that general business and economic conditions will not change in a materially adverse
manner; and that all requisite information will be available in a timely manner. Forward-Looking
Information involves known and unknown risks, uncertainties and other factors which may cause the
actual results, performance, or achievements of Ridgeline to be materially different from any future
results, performance or achievements expressed or implied by the Forward-Looking Information.
Such risks and other factors include, among others, risks related to dependence on key personnel;
risks related to unforeseen delays; risks related to historical data that has not been verified by the
Company; as well as those factors discussed in Ridgeline's public disclosure record. Although
Ridgeline has attempted to identify important factors that could affect Ridgeline and may cause actual
actions, events, or results to differ materially from those described in Forward-Looking Information,
there may be other factors that cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as
actual results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on Forward-Looking Information. In addition,
this news release contains information about adjacent properties on which Ridgeline has no right to
explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not
indicative of mineral deposits on the Company's properties. Except as required by law, Ridgeline
does not assume any obligation to release publicly any revisions to Forward-Looking Information
contained in this news release to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
1
This news release contains information about adjacent properties on which Ridgeline has no right to explore or mine. Readers are
cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/220755