Wealth Announces Spin-Out Company for Newly Acquired Chilean Copper Assets
Suite 2300 – 1177 West Hastings Street, Vancouver, BC Canada V6E 2K3
Tel 604.331.0096 Fax 604.408.7499 www.wealthminerals.com
NR18-22 December 4, 2018
Wealth Announces Spin-Out Company for
Newly Acquired Chilean Copper Assets
FOR IMMEDIATE RELEASE....Vancouver, British Columbia: Wealth Mi nerals Ltd.
(the “Company” or “ Wealth”) - (TSXV: WML; OTCQB: WMLLF; SSE: WMLCL;
Frankfurt: EJZN) announces that th e Company has entered into tw o letters of intent (each, a
“Letter of Intent ”) with respect to the acquisition of interests in two Chilean copper projects,
which will be held by a newly formed subsidiary of Wealth (“Wealth Copper”). Wealth intends
to proceed with a restructuring transaction (the “ Spin-Out”), whereby it would spin-out Wealth
Copper to shareholders of Wealth, with the intent of listing We alth Copper on the TSX Venture
Exchange (the “ TSX-V”). The Spin-Out is being undertaken to allow Wealth sharehold ers to
benefit from Wealth’s exposure to Chilean mining deals and oper ational expertise. Wealth will
continue to remain focused on its Chilean lithium assets.
Henk Van Alphen, Wealth’s CEO, said, “The copper spin-out oppor tunity has tremendous
potential and allows management to provide Wealth shareholders with additional value.
Furthermore, Wealth’s exposure to lithium is intimately tied to the success of battery technology,
in which copper plays a key role. We remain committed to our w orld class lithium projects, but
as a result of our activities in South America we receive an en ormous amount of deal flow. We
believe that the copper spin-out provides Wealth shareholders w ith additional exposure to the
global energy consumption paradigm shift.”
Marcelo Awad, Wealth’s Executive Director in Chile, said, “Chil e is the world’s largest copper
producer, as well as possessing the largest known copper resour ce of any country. For lithium,
Chile is the second largest producer and has the second largest known resource. These facts alone
explain why Chile is the place to be for any company wanting ex posure to the revolution of EV
cars and electro-mobility. Going forward, Wealth Copper will a lso have access to new copper
options as a result of the Chilean government implementing new measures to encourage large
mining companies to option-out unused claims.”
BACKGROUND AND TRANSACTION
The Letters of Intent arose out of discussions with mining companies that had Chilean projects and
who sought exposure to Wealth management’s operational know-how in Chile. The Company
plans to create Wealth Copper as a stand-alone entity for these projects in order to capitalize on an
anticipated positive global copper market in the coming years. Wealth Copper is anticipated to
have some overlap with Wealth regarding directorships, but Wealth Copper’s management will be
separate. The management structure of Wealth Copper is anticip ated to be announced in
conjunction with the closing of the Spin-Out. Wealth Copper will have separate sources of funding
and independent operations.
Wealth Minerals Ltd. - 2 - December 4, 2018
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It is proposed that the Spin-Out would be effected by way of a plan of arrangement
(the “Arrangement”) which would see shareholders of Wealth receive one common sh are of
Wealth Copper (each, a “Wealth Copper Share”) for every three common shares of Wealth. The
intention is for the Escalones Transaction (as defined below) a nd a CAD $5 million private
placement by Wealth Copper (the “ Private Placement”) to be completed concurrently with the
Spin-Out.
Management anticipates that upon t he closing of the Spin-Out an d the Private Placement, the
issued and outstanding Wealth Copper Shares will be owned by Wealth shareholders of record as
to approximately 30%, while participants in the Private Placement will own approximately 40%,
and TriMetals Mining Inc. (“ TMI”) (TSX-V: TMI) will own approximately 30% of the Wealth
Copper Shares.
Further details of the Spin-Out and the Arrangement will be con tained in the management
information circular to be mailed to shareholders of Wealth and filed on SEDAR in connection
with the meeting of shareholders to be held to approve the tran saction, currently contemplated to
be held in the spring of 2019.
The Arrangement remains subjec t to (i) approval by the sharehol ders of Wealth, (ii) receipt of a
final court order from the Supreme Court of British Columbia, and (iii) approval of the TSX-V to
the listing of Wealth Copper thereon. Notwithstanding receipt of all requisite approvals, the
directors of Wealth reserve the right to elect not to proceed w ith the Arrangement and the Spin-
Out.
TRANSACTION ASSETS
It is planned that Wealth Copper, upon going public, will have interests in two Chilean copper
projects, which projects are described in detail below.
Escalones Copper Porphyry Project
The Escalones copper-gold porphyry project (“ Escalones”) 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.
Escalones is 97 km southeast of Santiago, Chile and covers an area of 161 km2, of which (i) 46 km2
are covered by 19 exploitation concessions that are the subject of an option agreement (the “Boezio
Option”) dated February 26, 2004, as amended on June 23, 2017, entered into by a wholly-owned
subsidiary of TMI (“TMI Chile”), with a third party vendor for a 100% interest in the concessions
(the “ Boezio Exploitation Concessions ”); and (ii) 115 km 2 are covered by 40 exploration
concessions, wholly-owned by TMI Chile (the “Escalones Exploration Concessions”).
Escalones has excellent infrastructure, including road access, electricity, access to seaports, and a
gas pipeline that crosses a 70 km 2 portion of the property. Escalones hosts a 4 km 2 area of
hydrothermal alteration with coi ncident geophysical anomalies that has demonstrated significant
grades of copper, gold and silver in replacement-style skarn mi neralization hosted in limestones
and as porphyry-related mineralization. The exposed mineraliza tion at Escalones occurs in
limestones and interbedded shales that have been intruded by andesite and dacite porphyry bodies,
which are known to host ore at the El Teniente copper mine. Copper mineralization at Escalones
Wealth Minerals Ltd. - 3 - December 4, 2018
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occurs primarily as chalcopyrite, bornite, covelline as well as copper oxides near surface. The
hydrothermal alteration exposed at surface includes intense zones of quartz-sericite, potassic, and
calc-silicate alteration assemblages.
A resources estimate was reported by TMI in a technical report prepared pursuant to National
Instrument 43-101 Standards of Disclosure for Mineral Properties (“NI 43-101”) by Hard Rock
Consulting, LLC titled “Resource Estimate on the Escalones Copp er Porphyry Project” dated
June 28, 2013, as amended July 11, 2014 (the “Escalones Report”), a copy which is available on
TMI’s SEDAR profile at www.sedar.com. The highlights of the resource estimate are set out in
the table below:
RESOURCE
CATEGORY(1)(2)
TONNES
(MILLIONS) CU (%) AU
(G/T)
AG
(G/T) MO (%) CU
(MLBS)
AU
(OZS)
AG
(MOZ)
MO
(MLBS)
Indicated 232.6 0.31 0.07 0.661 0.006 1,578 498,012 4.9 31.9
Inferred 527.7 0.34 0.04 0.849 0.007 3,992 609,437 14.4 79.5
(1) Wealth is not treating the historical estimate set out above as current mineral resources or mineral reserves. Although Wealth believes
this source to be generally relia ble, such information is subje ct to interpretation and cannot be verified with complete certa inty due to
limits on the availability and reliability of raw data and othe r inherent limitations and uncertainties. There are numerous u ncertainties
inherent in historical estimates , which are subject to all of t he assumptions, parameters and me thods used to prepare such his torical
estimates and reference is made to the full text of the technical report with respect thereto.
(2) The qualified person has not done s ufficient work to classify t he historical estimate as current mineral resources or mineral reserves.
There are no other recent estimates or data available to Wealth as of the date of this news release and a detailed exploration program is
required to be conducted by Wealth in order to treat the historical estimate as a current mineral resource.
Escalones is currently under an option agreement with TMI Chile. Wealth and TMI have entered
into a letter of intent dated November 30, 2018 (the “ Escalones LOI”), whereby Wealth Copper
will acquire 100% of TMI Chile’s interest in and to Escalones and the related assets and liabilities
comprising Escalones (the “Escalones Transaction”).
The Escalones Transaction is subject to the grant by Wealth Cop per of 1% to 2% net smelter
returns (“NSR”) royalties payable to TMI Chile on production from the Escalo nes Exploration
Concessions and payable to the underlying vendor on production from the Boezio Exploitation
Concessions, each of which NSR royalties may be repurchased by Wealth Copper for
USD $5,000,000.
Wealth Copper is required to make the remaining payments outlined below to exercise the Boezio
Option in full:
Date
Cash Payment
(USD)
June 30, 2019 $400,000
June 30, 2020 $500,000
June 30, 2021 $500,000
June 30, 2022 $3,000,000
Total Remaining Payments $4,400,000
In consideration for the Escalones Transaction, Wealth Copper i s required to (i) deliver to TMI
shares representing no less than 30% of the issued and outstanding shares of Wealth Copper, being
Wealth Minerals Ltd. - 4 - December 4, 2018
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approximately 20,000,000 fully-paid and non-assessable Wealth C opper Shares, at the closing of
the Escalones Transaction (the “Escalones Consideration Shares”); (ii) make a cash payment to
TMI of CAD $350,000 upon the closing of the Private Placement; and (iii) make an additional
cash payment of CAD $500,000 at the 12-month anniversary of the closing of the Private
Placement. Upon execution of the Escalones LOI, the Company ma de a deposit (the “Deposit”)
of CAD $150,000 to TMI, which deposit is refundable in certain circumstances. The Escalones
Consideration Shares will be issued to TMI pursuant to a prospe ctus exemption under Canadian
securities laws and will be subject to a four month and a day hold period in Canada.
Pursuant to the Escalones LOI, the TMI will be granted the righ t to participate in certain future
equity financings to allow TMI to maintain its pro rata ownership interest in the equity capital of
Wealth Copper. Additionally, for so long as TMI holds at least 20% of the issued and outstanding
Wealth Copper Shares, TMI will b e granted the right to nominate one director to the board of
directors of Wealth Copper.
The Escalones Transaction is subj ect to certain conditions, inc luding (i) the completion of the
Private Placement and the Spin-O ut before or concurrently with the Escalones Transaction, (ii)
satisfactory completion of due diligence by Wealth, and (iii) the approval of the TSX-V. TMI has
agreed to deal exclusively with Wealth during the 45-day due diligence period.
Cristal Copper Porphyry Project
The Cristal copper porphyry project (“Cristal”) is located in northern Chile, near the Bolivia/Chile
border. Cristal comprises 9 km 2 of exploitation concessions. T he property was the subject of a
technical report prepared pursu ant to NI 43-101 titled “Nationa l Instrument 43-101 Technical
Report for the Cristal Copper Property, Province of Arica, XV R egion of Arica and Parinacota,
Chile”, dated February 28, 2018, prepared by Thomas Henrichsen (the “Author”) and filed on
New Energy Metals Corp. (“ENRG”) (TSX-V: ENRG)’s SEDAR profile on March 29, 2018.
Between 2012 and 2014, BHP Billiton Ltd. (“BHP”) completed airborne geophysical data surveys,
including magnetics, gravity, and electromagnetic. A BHP repor t on Cristal states that the
reduced-to-pole magnetic data sh ows a circular doughnut-shaped anomaly measuring
approximately 3 km in diameter and exhibiting a central magnetic high surrounded by a magnetic
low. The Author reports that this magnetic anomaly could indic ate the presence of a buried
porphyry copper deposit. BHP’s interpretation of the airborne electromagnetic data suggests that
a northwest-trending topographic ridge underlies the thick volc anic cover-rocks, at depths
estimated to be less than 600m from surface and this interpretation was confirmed by one of several
BHP drill holes in the region, less than 3 km from the Cristal property boundary.
It is anticipated that Wealth Copper’s initial focus on Cristal will be to drill-test the center of this
large geophysical anomaly, which is the primary target on the C ristal property. Target depth is
expected to be 600m to 800m from surface.
Wealth has signed a letter of intent dated August 30, 2018 (the “Cristal LOI”) with ENRG for the
acquisition of Cristal. Pursuant to the terms of the Cristal LOI, Wealth and/or Wealth Copper will
enter into a formal assignment and assumption agreement with a wholly-owned Chilean subsidiary
of ENRG (“ENRG Chile”), whereby ENRG Chile will a ssign and transfer to Wealth Coppe r all
of its rights, obligations and 100% interest in and to Cristal (the “Cristal Option ”), in
consideration for Wealth Copper (i ) delivering to ENRG Chile 50 ,000 fully-paid and non-
Wealth Minerals Ltd. - 5 - December 4, 2018
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assessable common shares in the capital of Wealth (the “Cristal Consideration Shares”) and (ii)
granting to ENRG Chile a 30% free-carried interest in Cristal u ntil the exercise of the Cristal
Option by Wealth Copper in full (the “Cristal Transaction”). Wealth Copper is required to make
the remaining payments outlined below to exercise the Cristal Option in full:
Date
Cash Payment
(USD)
February 4, 2019 $50,000
August 4, 2019 $200,000
August 4, 2020 $500,000
August 4, 2021 $700,000
August 4, 2022 $3,000,000
Total Remaining Payments $4,450,000
Wealth will be responsible for all exploration costs and activities during the Cristal Option period.
There are no minimum exploration commitments during the Cristal Option period. ENRG has
agreed to deal exclusively with Wealth during the due diligence period.
Pursuant to the Cristal LOI, upon the exercise of the Cristal O ption, Wealth Copper and ENRG
Chile will be deemed to have formed a Joint Venture (the “ Cristal JV ”) for the continued
exploration of Cristal. The ini tial participating interests of the parties in the Cristal JV is
anticipated to be Wealth Copper as to 70% and ENRG Chile as to 30%. After the formation of the
Cristal JV, each party will be responsible for contributing its share of budgeted expenditures, and
industry-standard dilution clauses will govern the Cristal JV’s operations and budgets. In the event
that either party’s interest in the Cristal JV falls to 10% or less, then that party’s interest will be
converted to a 2% NSR royalty, one-half (or 1%) of which can be purchased by the other party for
USD $1,000,000.
The underlying Cristal property owner retains a 3% NSR royalty, of which two-thirds (⅔) can be
repurchased by paying USD $2,000,000 for each percentage point of the NSR royalty bought back
(aggregate USD $4,000,000 for 2% NSR royalty). In addition, th ere is also an existing 1% NSR
royalty in favour of Condor Resources Inc. that can be repurchased in its entirety upon a payment
of USD $1,000,000.
With the exception of the delivery of the Cristal Consideration Shares, all payments in respect of
the Cristal Option are optional. However, if Wealth Copper fai ls to fulfill its obligations, the
Cristal Option will terminate, and Wealth Copper will not retain any interest in Cristal. The Cristal
Transaction is subject to certain conditions, including satisfactory completion of due diligence by
Wealth and the approval of the TSX-V.
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. - 6 - December 4, 2018
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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 of lithium projects in South America. To date, the
Company has positioned itself to develop the Aguas Calientes Norte and Quisquiro Salars in Chile
(the Trinity Project), as well as to work alongside existing producers in the prolific Atacama Salar,
in addition to the Laguna Verde lithium project acquisition. T he Company has also positioned
itself to play a role in asset consolidation in Chile with the Five Salars Project.
The Company is transitioning from an asset acquisition phase to developing its current high
potential portfolio. Lithium market dynamics and a rapidly increasing metal price are the result of
profound structural issues with t he industry meeting anticipate d f u t u r e d e m a n d . W e a l t h i s
positioning itself to be a major beneficiary of this future mis match of supply and demand. The
Company also maintains and conti nues to evaluate a portfolio of p r e c i o u s a n d b a s e m e t a l
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 will be able to complete the Spin-Out, the Arrangement, the Escalones Transaction or
the Cristal Transaction or enter into agreements to acquir e interests in additional mineral properties, including the
definitive agreements with respect to the Letters of Intent, the discovery and delineation of mineral
deposits/resources/reserves, the closing and amount of the Private Placement, and the anticipated business plans and
timing of future activities of the Company and Wealth Copper, 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 statem ents are typically identified by word s such as: “believes”, “expects”,
“anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “potential”, “scheduled” or variations of such
words and phrases and similar expressions, which, by their na ture, refer to future events or results that may, could,
would, might or will occur or be taken or achieved. In making the forward-lookin g statements in this news release,
the Company has applied several material assumptions, including without limitation, that it will be able to negotiate
the definitive agreements for the acquisition of Cristal and Escalones and list Wealth Copper on the TSX-V, and that
it will obtain TSX-V acceptance for of same, that the Comp any will receive the necessary court order approving the
Arrangement, market fundamen tals will result in sustained precious metals demand and prices, the receipt of any
Wealth Minerals Ltd. - 7 - December 4, 2018
NR18-22 – Continued
necessary permits, licenses and regulatory approvals in co nnection with the future de velopment of the Company’s
Chilean projects in a timely manner, the availability of financing on suitable terms 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 Cristal and Escalones, the estimation or
realization of mineral reserves and mineral resources, the timing and amount of estimated future production, 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 Private
Placement, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental
approvals, permits or financi ng or in the completion of development or construction activities, changes in laws,
regulations and policies affecting mining operations, title disputes, the inability of the Company or Wealth Copper to
obtain any necessary permits, consents, approvals or authorizations, including acceptance by the TSX-V required for
the filing of the definitive agreements for the Escalones Transaction and the Cr istal Transaction, the Private
Placement and the listing of the Wealth Copper Shares on the TSX-V and approval of the Arrangement from the
Supreme Court of British Columbia, the timing and possible outcome of any 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 with 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.