ValOre to Acquire the Pedra Branca PGM District in Brazil
ValOre to Acquire the Pedra Branca PGM District in Brazil
May 28, 2019
Vancouver, B.C. ValOre Metals Corp . (TSX‐V: VO) ( "ValOre") today announced it has entered into a n
arm’s length, binding agreement (the "Agreement"), effective as of May 24, 2019, with Jangada Mines
PLC ("Jangada") to purchase all of Jangada 's Pedra Branca project ("Pedra Branca Project" or the
"Project") through the purchase of 100% of Jangada’s shareholdings (the “ Pedra Branca Shares”) in the
Brazilian holding company Pedra Branca Brasil Mineracao Ltda (the "Acquisition").
Pedra Branca Platinum Group Metals District
The Pedra Branca Project is a Platinum Group Metals (“ PGM”) District located in north ‐eastern Brazil
covering a total area of 38,940 hectares (96,223 acres) that comprises 38 exploration licenses . An
independent National Instrument 43‐101 resource estimate (the “Mineral Resources Estimates”)
comprised of 5 distinct deposit areas hosts an inferred resource of 1,165,500 ounces PGM+ Gold
(Palladium, Platinum and Gold; Pd, Pt+Au) i n 28.8 million tonnes (“ Mt”) grading 1.26 g rams PGM+Gold
per tonne (“g PGM+Au/t”). PGM mineralization outcrops at surface and all of the inferred resources are
potentially open pittable.
Jim Paterson, Chairman & CEO of ValOre, stated: “The exploration potential of the Pedra Branca Project
from both a resource expansion and greenfields perspective is highly compelling, with numerous
property-wide surface to near-surface, PGM targets. This Acquisition meets ValOre’s criteria in three key
areas: high-value me tal mineralization on a large scale; substantial project investments by previous
operators; and obvious exploration strategies and process improvements which can be implemented by
ValOre to add significant value to the project.”
The Pedra Branca Project is accessed by a national paved highway from the port city of Fortaleza
(population approximately 3 million). The small town of Capitão Mor is situated within the west ‐central
Project area, and provides all necessary basic infrastructure, including: energy, water, housing, office
space, core storage and logging facilities , telephone access and internet. The Pedra Branca tenements
are accessible throughout by a network of dirt roads and jeep tracks . Given the arid local climate and
minimal annual rainfall, roadways remain in excellent shape year‐round.
Material Terms of the Acquisition
In return for acquiring the Pedra Branca Shares, ValOre will give the following consideration to
Jangada:
(a) issuance and allotment of 25,000,000 ValOre common shares (" Consideration Shares") on the
date of closing of the Acquisition; and
(b) cash payments to Jangada in the aggregate of C$3,000,000, as follows:
(i) exclusivity payments totalling C$250,000 (paid);
(ii) C$750,000 payable on closing of the Acquisition;
(iii) C$1,000,000 on, or before, three (3) months after the closing of the Acquisition; and
(v) C$1,000,000 on, or before, six (6) months after the closing of the Acquisition.
The closing of the Acquisition is subject to conditions precedent which are normal for tran sactions of
this nature, including necessary shareholder and regulatory approvals. The Acquisition is not subject to
any finders fees.
Upon closing of the Acquisition, Jangada will have the right to appoint up to two (2) members to
ValOre’s Board of Directors for a two (2) year term. The term may be extended if mutually agreed in
writing by ValOre, Jangada and each of the nominee board members.
Private Placement
ValOre plans an equity financing of not less than C$3,000,000 (the " Financing") to fund transaction costs
of the Acquisition, exploration expenditures on the Project and for general working capital. The terms of
the Financing, and any potential advisory fees payable related to successfully completing the Financing
and/or the closing of the Acquisitio n, will be determined in the context of the market and will be
announced at a later date. Completion of the Financing is subject to acceptance by the TSX Venture
Exchange.
Overview of the Pedra Branca NI 43-101 Inferred Resource
In conjunction with the acq uisition of the Pedra Branca Project, ValOre commissioned Lions Gate
Geological Consulting Inc. ( “LGGC”) to prepare an inferred resource estimate and corresponding
technical report (the "Technical Report ") in compliance with National Instrument 43 ‐101 – Standards of
Disclosure for Mineral Projects ("NI 43-101"). The Technical Report will be made available on SEDAR
(www.SEDAR.com) along with other filing documents within 45 days of the issuance of this news
release.
Notes:
(1) All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum
(“CIM”) definitions, as required under NI 43-101.
(2) Mineral resources are reported in relation to a conceptual pit shell in order to d emonstrate the potential for economic
viability, as required under NI 43-101; mineralization lying outside of these pit shells is not reported as a mineral resource.
Mineral resources are not mineral reserves and do not have demonstrated economic viability – see “Compliance with
National Instrument 43-101” below. All figures are rounded to reflect the relative accuracy of the estimate and therefore
numbers may not appear to add precisely.
(3) Mineral resources are reported at a cut -off grade of 0. 65 g/t Pd+Pt+Au. Cut-off grades are based on metal prices of
US$1,000, US$860 and US$ 1,250 per ounce of palladium, platinum and gold and a number of operating cost and recovery
assumptions.
(4) An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must
not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be
upgraded to Indicated Mineral Resources with continued exploration.
Cut-Off Grade and Prospects for Economic Extraction
The cut ‐off grades of 0. 65 g/t combined palladium‐ platinum‐gold (2PGE+Au) which is equivalent to a
palladium, platinum and gold price assumption s of approximately US $1,000, US$860 and
US$1,250/ounce, respectively, and based on cost estimates from similar projects . Prospects for
eventual economic extraction of the mineral resources , as required by CIM definitions , were
demonstrated by developing conceptual pit shells using a Lerchs ‐Grossman algorithm and input
parameters derive d from preliminary cost estimates associated with pre ‐feasibility level engineering
studies, as outlined in the following table . Only mineral resources above the cut ‐off and within the
mineral resource‐limiting pits are reported; mineralization falling below this cut ‐off grade or outside the
resource‐limiting pits are not reported, no matter what the grade.
Palladium-Platinum-Gold Cut-off Grade Calculation Parameters
Input Parameters Units Cost (US$) Notes
Mining Cost ‐ Resource $/tonne mined 1.50 Includes mining G&A
Mining Cost – Waste $/tonne mined 1.50 Includes mining G&A
Processing Cost $/tonne mined 13.50 Includes G&A costs
Pd Recovery % 69
Pt Recovery % 68
Au Recovery % 40
Pit Slopes degrees 45
Pd Selling Price ‐ Base Case $/oz 1,000
Pt Selling Price ‐ Base Case $/oz 860
Au Selling Price ‐ Base Case $/oz 1,250
Mining dilution % 0
Mining recovery % 100
Assumptions used to derive the cut ‐off grades and define the resource‐limiting pits are estimated in
order to meet the requirements defined by CIM for mineral resource estimates to demonstrate
“reasonable prospects for eventual economic extraction”.
Mineral Resource Estimate Methodology
The mineral resource estimates for Pedra Blanca were prepared to industry standards and best practices
using commercial mine ‐modeling and geostatistical software . Susan Lomas, P.Geo. is the Qualified
Person responsible for the mineral resource estimates for the purposes of NI 43‐101.
Each deposit was segregated into multiple estimation domains based on geologic models with the
mineral resources estimated using inverse distance interpolation of capped composites. Search ellipse
orientation and anisotropy were based on structural and geological controls.
Mineral resources were estimated using Giovia GEMS software. Grade domains based on 0.100 g/t
2PGE+Au grades were constructed within broad geological domains. Two ‐meter composites were
calculated within the grade domains for each of the Santo Amaro, Curiu, Cedro, Esbarro and Trapia
Deposits. Gold, platinum and palladium grades were capped where appropriate and sometimes a
Restricted Outlier (RO) strategy was used during grade interpolation to allow high grades to be used
locally but not impact distal blocks.
Grades were interpolated us ing Inverse Distance Squared (ID2) and Nearest Neighbour (NN) methods.
For the Curiu, Cedro and Esbarro domains a minimum of 4 and maximum of 15 composites were used
while at Trapia and Santo Amaro a minimum of 3 and maximum of 12 composites were used. In all
cases a minimum of two drill holes were required for grade to be interpolated into a block.
Model validation included a visual inspection by sections and plans, global bias checks and local bias
checks using swath plots.
A full description of the modeling methodologies for each deposit will be included in a technical report
scheduled for release within 45 days.
Compliance with National Instrument 43-101
The technical information in this news release has been prepared in accordance with Canadian
regulatory requirements set out in NI 43‐101 and reviewed and approved by Colin Smith, P.Geo., New
Project Review for ValOre., and a Qualified Person.
Susan Lomas, P.Geo., of L GGC is the Qualified Person, as defined in N I 43‐101, responsible for the
mineral resource estimates as reported herein. She has read and approved the relevant technical
portions of this news release related to the mineral resource estimates for which she is responsible.
Mineral resources that are not mineral reserves do not have d emonstrated economic viability.
Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. These
mineral resource estimates include inferred mineral resources that are considered too speculative
geologically to have economic considerations applied to them that would enable them to be
categorized as mineral reserves . However, it is reasonably expected that the majority of Inferred
Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Forward Looking Statements
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Certain statements within this news release, other than statements of historical fact relating to ValOre ,
are to be con sidered forward-looking statements with respect to the terms and the timing of the
Acquisition, ValOre’s intentions for the Pedra Branca Project in Brazil , the exploration potential of the
Pedra Branca Project, the timing of the filing of the Technical Report, the Mineral Resources Estimates,
and the terms and timing of the proposed Financing. Forward- looking statements include statements
that are predictive in nature, are reliant on future events or conditions, or include words such as
"expects", "potential", "anticipates", "plans", "believes", "considers", "significant", "intends", "targets",
"estimates", "seeks", attempts", "assumes", and other similar expressions.
The forward -looking statements are based on a number of assumptions which, while considere d
reasonable by ValOre , are, by their nature, subject to inherent risks and uncertainties and are not
guarantees of future performance. Factors that could cause actual results to differ materially from those
in forward-looking statements include: the receipt of and timing of any required approvals, the timing of
the preparation of the Technical Report the interpretation of previous and current results, the accuracy
of exploration results, the accuracy of Mineral Resource Estimates, the anticipated results o f future
exploration, the forgoing ability to finance further exploration, delays in the completion of exploration,
the future prices of PGM and gold, and other metals, and general economic, market and/or business
conditions. There can be no assurances that such statements and assumptions will prove accurate and,
therefore, readers of this news release are advised to rely on their own evaluation of the information
contained within.
Although ValOre has attempted to identify important risks, uncertainties and other factors that could
cause actual performance, achievements, actions, events, results or conditions to differ materially from
those expressed in or implied by the forward-looking statements, there may be other risks, uncertainties
and other factors th at cause future performance to differ from what is anticipated, estimated or
intended. Unless otherwise indicated, forward-looking statements contained herein are as of the date
hereof and ValOre does not assume any obligation to update any forward-looking statements after the
date on which such statements were made, except as required by applicable law.