Wealth and Wealth Copper Enter into Share Purchase Agreement to Acquire Escalones Copper-Gold Porphyry Project
Suite 2300 – 1177 West Hastings Street, Vancouver, BC Canada V6E 2K3
Tel 604.331.0096 Fax 604.408.7499 www.wealthminerals.com
NR19-14 June 3, 2019
Wealth and Wealth Copper Enter into Share Purchase Agreement
to Acquire Escalones Copper-Gold Porphyry Project
FOR IMMEDIATE RELEASE....Vancouver, British Columbia: Wealth Mi nerals Ltd.
(the “Company” or “ Wealth”) - (TSXV: WML; OTCQX: WMLLF; SSE: WMLCL;
Frankfurt: EJZN) announces that, further to its news releases d ated December 4, 2018 and
April 4, 2019, its wholly-owned subsidiary, Wealth Copper Ltd. (“Wealth Copper”) has entered
into a definitive share purchase agreement (the “ Share Purchase Agreement”) to acquire 100%
of TriMetals Mining Inc.’s (“TMI”) interest in and to the mineral exploitation concessions and the
mineral exploration concessions (the “ Escalones Exploration Concessions ”) and related assets
and liabilities that comprise the Escalones copper-gold porphyr y project (the “ Escalones
Project”).
Pursuant to the terms of the Share Purchase Agreement entered i nto among Wealth, Wealth
Copper, TMI and Escalones Resource Corp. (a wholly-owned subsidiary of TMI), Wealth Copper
will acquire a 100% interest in and to the Escalones Project co vering an area of 161 km 2 located
97 km southeast of Santiago, Chile (the “ Escalones Transaction”). As consideration, Wealth
Copper will deliver 25,000,000 common shares in its capital (each, a “Wealth Copper Share”) to
TMI, make an aggregate of $1,000,000 in cash payments to TMI and grant to TMI a 2% net smelter
returns royalty on the Escalones Exploration Concessions. The 25,000,000 Wealth Copper Shares
held by TMI, together with the 25,000,000 shares held by Wealth, will collectively represent 100%
of the issued and outstanding Wealth Copper Shares (a total of 50 million), excluding any Wealth
Copper Shares issued in connection with the Concurrent Financin g (as defined below). The
closing of the Escalones Transaction is expected to take place on or before June 30, 2019.
Henk van Alphen, Wealth’s CEO, stated, “We are extremely please d to be moving forward with
the acquisition of the Escalones Property, which is expected to be one several Chilean copper
projects in which Wealth will have an interest. Wealth continues to focus on its world class lithium
projects. We are confident that this copper property acquisiti on will complement the company’s
lithium assets and will allow Wealth to further develop its battery metal asset portfolio in Chile.”
Escalones Project Description
The Escalones Project is located 35 km east of El Teniente, one of the world’s largest underground
copper mines and within the renowned Chilean, porphyry copper belt that runs north-south in the
central Andes Mountains.
Wealth Minerals Ltd. - 2 - June 3, 2019
NR19-14– Continued
The Escalones Project covers an area of 161 km 2, of which (i) 46 km 2 are covered by
19 exploitation concessions that are the subject of an option a greement between an indirect,
wholly- owned subsidiary of TMI, TriMetals Mining Chile SCM (“TMI Chile”) and a third-party
vendor for a 100% interest in and to the concessions and (ii) 115 km2 are covered by 40 exploration
concessions, owned by TMI Chile. Upon the completion of the Es calones Transaction, Wealth
Copper will own, indirectly, all of the issued and outstanding shares of TMI Chile.
The Escalones Project has excellent infrastructure, including r oad access, electricity, access to
seaports, and a gas pipeline that crosses a 70 km 2 portion of the property. The Escalones Project
h o s t s a 4 k m2 area of hydrothermal alteration with coincident geophysical ano malies that has
demonstrated significant grades o f copper, gold and silver in r eplacement-style skarn
mineralization hosted in limestones and as porphyry-related min eralization. The exposed
mineralization at the Escalones Project occurs in limestones and interbedded shales that have been
intruded by andesite and dacite porphyry bodies, which are know n to host ore at the El Teniente
copper mine. Copper mineralization at the Escalones Project oc curs primarily as chalcopyrite,
bornite, covelline as well as c opper oxides near surface. The hydrothermal alteration exposed at
surface includes intense zones of quartz-sericite, potassic, and calc-silicate alteration assemblages.
The Going-Public Transaction
In connection with closing of the Escalones Transaction, Wealth Copper will have entered into a
letter of intent with a TSXV listed issuer (“ListingCo”; and after the closing of the Going-Public
Transaction, the “ Resulting Issuer” ) i n r e s p e c t o f a r e v e r s e takeover transaction (the “ Going-
Public Transaction”), whereby ListingCo will acqui re all of the issued and outsta nding Wealth
Copper Shares and continue the b usiness of Wealth Copper in exc hange for the issuance of
common shares in the capital of ListingCo to the Wealth Copper shareholders on a one (1) for
one (1) basis. It is also the intention of the parties that in connection with the Going-Public
Transaction, private placement financings by either Wealth Copp er and/or ListingCo will be
completed in the aggregate amount of at least $5,000,000 (the “ Concurrent Financing”). The
parties have agreed that TMI's ownership interest in the Resulting Issuer will not be less than 30%
immediately after giving effect to the Going-Public Transaction and the Concurrent Financing and
TMI has been granted the right to participate in certain future equity financings to allow TMI to
maintain its pro rata ownership interest in the equity capital of the Resulting Issu er. In addition,
each of TMI and Wealth will be granted the right to nominate one director to the board of directors
of the Resulting Issuer for so long as it holds at least 20% of the issued and outstanding shares of
the Resulting Issuer.
The Escalones Transaction is s ubject to certain conditions, inc luding the completion of the
Concurrent Financing, the executio n of a letter of intent with ListingCo in respect of the Going
Public Transaction and approvals of the Toronto Stock Exchange (the “ TSX”) and TSXV, as
applicable.
Qualified Person
Keith J. Henderson, P.Geo, a qualified person as defined by NI 43-101, has reviewed the scientific
and technical information that forms the basis for the technica l disclosure in this news release.
Mr. Henderson is not independent o f the Company as he is a shar eholder, a consultant to the
Company and holds incentive stock options of the Company.
Wealth Minerals Ltd. - 3 - June 3, 2019
NR19-14– Continued
About Wealth Minerals Ltd.
Wealth is a mineral resource company with interests in Canada, Mexico, Peru and Chile. The
Company’s main focus is the acquisition and development of lith ium projects in South America.
To date, the Company has positioned itself to develop the Ataca ma Project alongside existing
producers in the prolific Atacama region, where the Company has a substantial licenses package.
The Company has also positioned itself to play a role in asset consolidation in Chile with various
lithium properties throughout the country.
Lithium market dynamics and a rapidly increasing metal price are the result of profound structural
issues with the industry meeting anticipated future demand. Wea lth is positioning itself to be a
major beneficiary of this future mismatch of supply and demand. The Company also maintains
and continues to evaluate a portfolio of precious and base metal exploration-stage projects.
For further details on the Compa ny readers are referred to the Company’s website
(www.wealthminerals.com) and its Canadian regulatory filings on SEDAR at www.sedar.com.
On Behalf of the Board of Directors of
WEALTH MINERALS LTD.
“Hendrik van Alphen”
Hendrik van Alphen
Chief Executive Officer
For further information, please contact: Marla Ritchie
Phone: 604-331-0096 Ext. 3886 or 604-638-3886
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.
Cautionary Note Regarding Forward-Looking Statements
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, including the United
States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact,
included herein including, without limitation, anticipated exploration program results from exploration activities, the
Company’s expectation that it and Wealth Copper will be able to complete the Escalones Transaction and the Going-
Public Transaction or enter into agreements to acquire interests in additional mineral properties, including the
definitive agreements with respect to the Going-Public Transaction, the discovery and delineation of mineral
deposits/resources/reserves, the closing and amount of the Concurrent Financing, and the anticipated business plans
and timing of future activities of the Company and Wealth Copper, including the timing for the closing of the Escalones
Transaction, 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. Forward-looking statements are typically
identified by words such as: “believes”, “expects”, “antic ipates”, “intends”, “estim ates”, “plans”, “may”,
“should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar
expressions, which, by their nature, refer to future 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 and enter into the definitive
agreements for the Going-Pub lic Transaction, and that it will obtain TSX and TSXV acceptance and the required
corporate approvals of same, that there will be investor interest in the Concurrent Financing, market fundamentals
will result in sustained lithium, vanadium, copper and precious metals demand and prices, the receipt of any necessary
permits, licenses and regulatory approva ls in connection with the future development of the Company’s Chilean
Wealth Minerals Ltd. - 4 - June 3, 2019
NR19-14– Continued
lithium and copper projects in a timely ma nner, the availability of financing on suitable te rms for the development,
construction and continued operation of the Company’s projects and the Company’s ability to comply with
environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company and Wealth Copper 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 activities, actual results of exploration activities, including on th e Escalones Project, the estimation or
realization of mineral reserves and mineral resources, the fact that the Company’s and Wealth Copper’s interests in
the Escalones Exploration Concessions will be an option only and there is no guarantee that such interests, if earned,
will be certain, the timing and amount of estimated future pr oduction, the costs of production, capital expenditures,
the costs and timing of the development of new deposits, requirements for additional capital, future prices of lithium
and copper, changes in general economic conditions, changes in the financial markets and in the demand and market
price for commodities, lack of investor interest in the Co ncurrent Financing, accidents, labour disputes and other
risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of
development or construction activities, changes in laws, regulations and polic ies affecting mining operations, title
disputes, the inability of the Company, Wealth Copper, TMI, and ListingCo, as applicable , to obtain any necessary
permits, consents, approvals or authorizations, including acceptance by the TSX and TSXV, as applicable, required
for the filing of the definitive agreements for the Escalones Transaction, the Concurrent Financing and the Going-
Public Transaction, the timing and possible outcome of an y pending litigation, environmental issues and liabilities,
and risks related to joint venture operations, and other risks and uncertainties disclosed in the Company’s latest
interim Managements’ Discussion and Analysis and filed w ith the Canadian Securities Authorities. All of the
Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review
these materials, including the technical reports filed with respect to the Company’s mineral properties.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no
obligation to update any of the forward-looking statements in this news release or incorporated by reference herein,
except as otherwise required by law.