(TheNewswire)
March 10, 2023 – TheNewswire- VANCOUVER, British Columbia – Interra Copper Corp. (CSE:IMCX ) , ( OTC:IMIMF ) , ( FRA:3MX) (“ Interra ” or the “ Company ”) is pleased to announce that, further to its press release dated December 2,2022, the Company has entered into a definitive business combinationagreement dated March 8, 2023 (the “ Definitive Agreement ”) with Alto Verde Copper Inc.(“ Alto Verde ”) and 1000465623 Ontario Inc. (“ Interra Subco ”), awholly-owned subsidiary of the Company, pursuant to which the Companywill acquire all of the issued and outstanding shares in the capitalof Alto Verde (the “ Transaction ”). The Definitive Agreementreplaces the letter of intent between the Company and Alto Verde withrespect to the Transaction. The Company and Alto Verde are at arms’length.
Jason Nickel, Director and CEO of Interra Coppercommented, “We are pleased to complete this major element of thetransaction as we look to develop and expand our asset base in bothBritish Columbia and the prolific Chilean copper belt. With financingsecured, a broadened experienced team and prospective projects ingreat copper jurisdictions, this combination sets us on a solidfooting going forward.”
Chris Buncic, Director and CEO of Alto Verde Copper,added, “Combining our companies is the exciting first step inexecuting on our plans to build a multi-jurisdictional copper-focusedcompany and establishing a significant platform for growth within thecopper market. We look forward to completing the transaction in thecoming weeks.”
About Alto Verde
Alto Verde Copper Inc. is a private mining companyfocused on its portfolio of highly prospective exploration assetslocated in the Central Volcanic Zone, within the prolific ChileanCopper belt.
Alto Verde’s portfolio includes three copperexploration projects: Tres Marias and Zenaida in Antofagasta Region,and Pitbull in Tarapaca Region. The Company now holds a significantland package covering an area of 19,850 hectares with the projectssituated amongst several of the world’s largest mines owned by thelargest global mining companies including Glencore, Anglo American,Teck Resources and BHP, among others.
Alto Verde’s leadership team is comprised of seniormining industry executives who have a wealth of technical and capitalmarkets experience and a strong track record of discovering,financing, developing, and operating mining projects on a globalscale. Alto Verde is committed to sustainable and responsible businessactivities in line with industry best practices, supportive of allstakeholders, including the local communities in which itoperates.
Tres Marías, Pitbull andZenaida
All three of the Alto Verde copper projects are locatedin northern Chile within the Central Volcanic Zone (CVZ), home to amajority of the country’s production of copper, with much comingfrom porphyry-style deposits that are rich in copper, molybdenum, goldand silver by-products. Notable copper miners in the region includeAntofagasta Minerals, BHP Billiton, Glencore and Freeport-McMoRan Inc.(“ FCX ”) among others. With its well-developed sector, Chile isalso known as a highly favourable mining jurisdiction within SouthAmerica, with a long history of strong mining laws support for foreigndirect investment.
Tres Marías is a prospective mid-stage explorationgroup of concessions covering an area of 16,050 ha and is locatedwithin the Paleocene-Lower Eocene Central Metallogenic Belt at a 1,600m elevation with year-round access in the Region of Antofagasta (the“ Property ”). There is visible hydrothermal alteration in theoutcrops that, based on geological mapping, corresponds to continentalclastic sedimentary rocks of the Jurassic Quehuita Formation. FCXcompleted 2,800 m of drilling in 2015 and 2018, performed in theeastern portion of the Property, including 6 diamond drill holes (DDH)and 1,000 m in 2 reverse circulation (RC) holes, and there remainsmuch to be followed up on. Highlights from these historical drillholes include TMD-15-02 with 2.4 m of 3.10% Cuand 19 ppm Ag, and TMRC-18-01 with 4.0 m of 4.50% Cu and 121.5 ppm Ag.Drilling also indicated anomalous polymetallic zinc, silver, and lead.The central and western-most part of the Property have not been fullyassessed despite hosting second priority geophysical targets,suggesting good potential for copper porphyry discovery. Reprocessingand 3D inversion of historical ZTEM airborne geophysical survey,recent completion of a UAV (Drone) MAG survey, and surface IP surveyhas highlighted three notable targets across the Property. The datafrom these studies has formed the basis for the upcoming drillingcampaign.
Pitbull is an early-stage exploration group ofconcessions comprising 2,000 ha and located about 25 km north of AngloAmerican & Glencore’s Collahuasi mine (“ Pitbull ”), which in2019 produced more than 565 kt of fine copper with revenues of US$ 3.1Billion. The group of concessions lies within the Upper Eocene-LowerOligocene (Mid-Tertiary) Metallogenic Belt, a similar geological zoneto that of Collahuasi. Initial plans at the property include a highresolution UAV magnetometry survey over 14 km2, an InducedPolarization and Resistivity GSDAS (3D) over 32 linear km, aphotogrammetric Survey, and MagnetoVariotional (MVT) Aquisition and 3DResistivity Inversion study. Data from these studies will determinethe drill hole collar locations for a follow-on drilling campaign.
Zenaida is an early-stage exploration group ofconcessions comprising 1,800 ha, and is also located on the UpperEocene-Lower Oligocene (Mid-Tertiary) Metallogenic Belt, sharing somesimilarities to the geology in the Collahuasi region (“ Zenaida ”).Historical geophysical results indicate the potential formineralization and warrant further analysis and follow-up by theCompany.
As at December 31, 2021, Alto Verde had $377,139 incash and no liabilities on an audited basis. As Alto Verde ismineral exploration stage, there are no significant sources of revenueor profits.
Transaction Structure
In accordance with the terms of the DefinitiveAgreement, the Transaction will be effected by way of a“three-cornered” amalgamation, in which: (a)Interra Subco will amalgamate with Alto Verde to form an amalgamatedcompany (“ Amalco ”); (b) all issued and outstanding common shares of AltoVerde will be exchanged for the Company’s common shares(“ Common Shares ”) on a 1 :0.2512 basis; (c) all outstanding convertiblesecurities to purchase Alto Verde common shares will be exchanged, ona 1:0.2512 basis, for equivalentsecurities; and (d) Amalco will become awholly-owned subsidiary of the Company. Upon completion of theTransaction, it is expected that Mr. Christopher Buncic and Mr.Richard Gittleman will be appointed to the board of directors of theCompany and Mr. Buncic will serve as Chief Executive Officer of theCompany.
It is expected that Interra will issue approximately7,626,684 Common Shares to shareholders of AltoVerde. Additionally, 11,729 compensation options of Alto Verde (issuedto an agent) will be exchanged for approximately 2,946 compensationoptions of Interra. The Common Shares issued to Alto VerdeShareholders will have a deemed price per share of $0.796 ( 10 DayVWAP) and will be subject to contractual restrictions on transfer. TheCommon Shares will be released from the restrictions on transfer intranches of 20% on the number of days after closing of the Transactionas follows: 120 days, 240 days, 365 days, 456 days and 547 days.
In accordance with the terms of the DefinitiveAgreement, the Company has issued and sold an aggregate of 5,781,722subscription receipts (“ Subscription Receipts ”) for gross proceedsof $2,890,861. Upon closing of the Transaction, each Subscription Receipt will automatically convert intounits of the Company (“ Units ”), in accordance with the terms andconditions of the subscription receipt agreement between the Companyand Odyssey Trust Company dated February 2, 2023, as supplemented onFebruary 9, 2023. Each Unit will be comprised of one Common Share andone-half Common Share purchase warrant (each full warrant, a“ Warrant ”). Each Warrant will entitle the holder to acquire oneCommon Share (a “ WarrantShare ”) at an exercise price of $0.75 perWarrant Share for a period of 36 months following the closing of theTransaction. The Warrants will be subject to an acceleration provisionallowing the Company to accelerate the expiration date of the Warrantswith a 30 days’ notice period to warrant-holders in the event theCommon Shares trade on the Canadian Securities Exchange (the“ CSE ”) for 10 consecutive days at $1.25 or greater. On closing of the Transaction, the Company willhave approximately 25,363,862 Common Shares outstanding, including theCommon Shares issued under the Definitive Agreement, upon conversionof the Subscription Receipts, and the Common Shares issued under theFinder’s Fee Agreement (as defined herein). Itis noted that this Transaction does not constitute a fundamentalchange in accordance with CSE policy 8.
The completion of the Transaction is subject to anumber of customary conditions precedent, including receipt of AltoVerde shareholder approval. It is anticipatedthat the Transaction will close on or aroundMarch 24, 2023.
In connection with the Transaction, the Company hasagreed to pay certain finder’s fees, upon conversion of theSubscription Receipts and completion of the Transaction, consistingof, in aggregate, cash finder’s fees of $99,640 and the issuance of57,520 Common Shares and 256,800 finder’s warrants entitling theholder thereof to purchase one Common Share at an exercise price of$0.75 per share for a period of 36 months from the date ofissuance.
Further to the Company’s press release dated December2, 2022, the Company and WMA Inc., (“ WMA ”), acorporation formed under the laws of Panama, have entered into afinder’s fee agreement dated March 1, 2023 (the “ Finder’s Fee Agreement ”). Subject to approval of the CSE and pursuant to theterms of the Finder’s Fee Agreement and the Definitive Agreement,the Company has agreed to issue 421,171 Common Shares to WMA, uponclosing of the Transaction, for its role in introducing Alto Verde tothe Company. The Company has been advised that WMA is controlled byLenny Chung.
Also in connection with the Transaction, the Companyentered into a number of agreements, each effective upon closing ofthe Transaction, for the provision of marketing and communicationsservices and to build awareness of the Company with investors forservices including but not limited to: Activesocial media and network engagement, direct investor engagement andlead generation, and may include platforms on several well-knownsocial media and business media platforms. Theservices provided for these agreements commences on the date ofclosing of the Transaction and continues for the periods listed below. Details of the agreements with parties at arms’ length to theCompany are as follows:
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Agreement with bull markets media GmbH for a term of 12months. In consideration for providing the services, the Company willpay a fee of $90,000.
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Agreement with Investing News Network for a term of 12months. The Company will pay a fee $30,000 + applicabletaxes.
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Agreement with market One Media Group Inc. for a termof 12 months. The Company will pay a fee of $130,000 + GST.
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Agreement with GOLDINVEST Consulting GmbH for a term ofsix (6) months. The Company will pay a fee of $16,000.
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Agreement with Yabucoa Partners Corp. for a term of 12months. The Company will pay a fee of US$168,000.
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Agreement with Arne Lutsch for a term of five (5)months. The Company will pay a fee of $10,000.
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Agreement with Triple Bull Consulting Inc. for a termof four (4) months. The Company will pay a fee of $40,000 +GST.
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Agreement with Triomphe Holdings Ltd. for a term of six(6) months. The Company will pay a fee of $120,000 + GST.
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Agreement with Zimtu Capital Corp. for a term of 12months. The Company will pay a fee of $150,000 + GST.
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Agreement with Mezzo Consulting Services S.A. for aterm of six (6) months. The Company will pay a fee of $80,000 andgrant 50,000 stock options. The terms of the stock options will alignwith the terms of the Company’s next stock option grant and will befor a term of five (5) years.
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Agreement with Cor Capital Inc. for a term of 12months. The Company will pay a fee of $120,000 + HST and a grant of100,000 stock options. The terms of the stock options will align withthe terms of the Company’s next stock option grant and will be for aterm of five (5) years.
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The issuance of securities to Mezzo Consulting ServicesS.A. and Cor Capital Inc. are subject to completion of the Transactionand the Company’s filing requirements with the CSE.Amounts are payable upon closing of theTransaction. The above-noted agreements aresubject to the Company’s filing requirements with the CSE.
Qualified Person:
The scientific and technical information in this pressrelease has been reviewed and approved by Scott Jobin-Bevans, Ph.D.,PMP, P.Geo., Principal Geoscientist and President at Caracle CreekInternational Consulting Inc., who is an independent consultant andQualified Person as defined in National Instrument 43-101.
About Interra Copper Corp.
Interra is a junior exploration and development companyfocused on creating shareholder value through the advancements of itscurrent assets that include the Thane Property in north-centralBritish Columbia. Utilizing its heavily experienced management team,Interra continues to source and evaluate assets to further generateshareholder value.
The Thane Property covers approximately 206km 2 (50,904 acres) and is located in the Quesnel Terrane geological beltof north-central British Columbia, midway between the previouslyoperated open pit Kemess Mine and the current open pit Mount Milliganmine, both two copper-gold porphyry deposits. The Thane Propertyincludes several highly prospective mineralized areas identified todate, including the ‘Cathedral Area’ on which the Company’sexploration is currently focused.
ON BEHALF OF INTERRA COPPERCORP.
Jason Nickel, P.Eng.
Chief Executive Officer and Director
Telephone: +1- 604-754-7986
Email: interracopper@gmail.com
INVESTOR RELATIONS:
Telephone: +1- 604-245-0054
Website: https://interracopper.com
Alto Verde Copper Inc.
Chris Buncic
President, Chief ExecutiveOfficer and Director
Email: investors@altoverdecopper.com
Cautionary Statement RegardingForward-Looking Information: This news release contains certain “forward-looking information”and “forward-looking statements” (collectively “forward-lookingstatements”) within the meaning of applicable securitieslegislation. Forward-looking statements are frequently, but notalways, identified by words such as “expects”, “anticipates”,“believes”, “intends”, “estimates”, “potential”,“possible”, and similar expressions, or statements that events,conditions, or results “will”, “may”, “could”, or“should” occur or be achieved. All statements, other thanstatements of historical fact, included herein, without limitation,statements relating to the Transaction are forward-looking statements.There can be no assurance that such statements will prove to beaccurate, and actual results and future events could differ materiallyfrom those anticipated in such statements. Forward-looking statementsreflect the beliefs, opinions and projections on the date thestatements are made and are based upon a number of assumptions andestimates that, while considered reasonable by the Company, areinherently subject to significant business, economic, competitive,political and social uncertainties and contingencies. Many factors,both known and unknown, could cause actual results, performance orachievements to be materially different from the results, performanceor achievements that are or may be expressed or implied by suchforward-looking statements and the parties have made assumptions andestimates based on or related to many of these factors. Readers shouldnot place undue reliance on the forward-looking statements andinformation contained in this news release concerning these items. TheCompany does not assume any obligation to update the forward-lookingstatements of beliefs, opinions, projections, or other factors, shouldthey change, except as required by applicable securities laws.
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