(TheNewswire)
December 2 nd , 2022 – TheNewswire- VANCOUVER, British Columbia – Interra CopperCorp. (“ Interra ” or the “ Company ”) (CSE:IMCX) (OTC:IMIMF) (FRA:3MX)is pleased to announce that it has entered into a Non-binding letterof intent dated December 2nd, 2022 (the “ LOI ”) with AltoVerde Copper Inc. (“ AltoVerde ”), in respect of a proposed acquisitionof Alto Verde (the “ ProposedTransaction ”) expected to be completed by wayof three-cornered amalgamation. Pursuant to the ProposedTransaction, a newly created wholly-owned subsidiary of the Companywill amalgamate with Alto Verde, to create a new company(“ Newco ”) with Newco becoming a wholly-owned subsidiary of theCompany at closing.
The Company’s focus remains on advancing its copperprojects, supported by the long-term view on copper supply / demandeconomics. With this proposed transaction, the company adds copperexploration properties in an prolific copper belt in Chile, SouthAmerica, that are potentially scalable. Chile remains ageo-politically secure region, producing more than a quarter of theworld’s annual copper supply, and hosting significantindustry-cluster synergies to advance value in the business. Inaddition to the projects being acquired, the proposed transaction addssignificant experience to Interra’s management team with a moreglobal reach in the technical, legal, management and mine developmentareas.
Director and CEO Jason Nickel states, “We are excitedto combine forces with Alto Verde Copper and their team as we look todevelop and expand our asset base in both British Columbia and nowwithin the prolific Chilean copper belt. The addition of Alto VerdeCopper and its team broadens the Company’s overall bench strength aswe continue to advance our growth plans which include a more globalplatform.”
Background on Alto Verde:
Alto Verde Copper Inc. is a private mining company(incorporated under the Business Corporations Act (Ontario)) isfocused on its portfolio of prospective exploration assets located inthe Central Volcanic Zone, within the prolific Chilean Copper belt.
Alto Verde’s portfolio includes three copperexploration projects: Pitbull in the Tarapaca Region and Tres Mariasand Zenaida in the Antofagasta Region. Alto Verde holds a significantland package covering an area of 16,250 hectares with the projectssituated proximal to several of the world’s largest mines.
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 it operates.
Additional information can be found at www.altoverdecopper.com
Tres Marías, Pitbull, and ZenaidaProjects:
All three of the Alto Verde copper projects are locatedin northern Chile within the Central Volcanic Zone, home to a majorityof the country’s production of copper, with much coming fromporphyry-style deposits that are rich in copper, molybdenum, gold andsilver by-products. Notable copper miners in the region includeAntofagasta Minerals, BHP Billiton, Glencore and Freeport-McMoRanInc., among others. With its well-developed sector, Chile is alsoknown as a favourable mining jurisdiction withinSouth America, with a long history of strong mining laws and supportfor foreign direct investment.
Tres Marías is a prospective mid-stage explorationgroup of concessions covering an area of 13,050 ha and is locatedwithin the Paleocene-Lower Eocene Central Metallogenic Belt at a 1,600m elevation with year-round access in the Antofagasta Region. There isa visible hydrothermal alteration in the outcrops that, based ongeological mapping, corresponds to continental clastic sedimentaryrocks of the Jurassic Quehuita Formation. Results fromFreeport-McMoRan Inc. (“ Freeport ”) 2015 and 2018 drill programs arehighlighted by drill holes TMD-15-02 with 2.4 m of 3.10% Cu and 19 ppmAg, and TMRC-18-01 with 4.0 m of 4.50% Cu and 121.5 ppm Ag. Drillingalso indicated anomalous polymetallic zinc, silver, lead and copperpotential.
Alto Verde as delineated a 10,000m drill program totest a large number of geophysical targets in the eastern, central andwestern portions of the 13,050 ha Tres Marias concession, andanticipates work can begin shortly after completing the ProposedTransaction.
The Tres Marías property is subject to a purchaseoption by Freeport such that upon Alto Verde completing US$5 millionof qualifying exploration expenditures on the Tres Marías propertywithin five (5) years of September 23 rd , 2021,Freeport shall have the right and option to (i) acquire a 51% interestin the Tres Marías property for US$12.5 million, or (ii) acquire a49% interest in the Tres Marías property for US$250,000 (collectivelywith (i), the “ PurchaseOption ”), or (iii) not acquire any interest inthe Tres Marías property. If Freeport exercises the Purchase Optionto acquire a 51% interest in the Tres Marías property, Alto Verdewill be granted a 0.5% NSR royalty over the Tres Marías property. IfFreeport exercises the Purchase Option to acquire a 49% interest inthe Tres Marías property, Freeport will be granted a 1.0% NSR royaltyover the Tres Marías property. Freeport may also elect not toparticipate in the property, in which case it will be granted a 1.0%NSR royalty over the Tres Marías property.
Pitbull is an early-stage exploration group ofconcessions comprising 1,400 ha and located about 25 km north of AngloAmerican & Glencore’s Collahuasi mine, which in 2019 producedmore than 565 kt of fine copper with revenues of US$ 3.1 billion. Thegroup of concessions lies within the Upper Eocene-Lower Oligocene(Mid-Tertiary) Metallogenic Belt, a similar geological zone to that ofCollahuasi. Initial plans at the Pitbull property include a highresolution UAV magnetometry survey over 14 km 2 , an InducedPolarization and Resistivity GSDAS (3D) comprising 32 linear km andcovering 14 km 2 , a photogrammetric survey,Magnetovariational Profiling (MVP), and a 3D Resistivity Inversionstudy. Data from these studies will determine the drill hole collarlocations 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 located in theAntofagasta Region. Preliminary results indicate the potential formineralization and may warrant further analysis and follow-up by AltoVerde in the future.
The information and data referred to above, includingthe drilling results, are historical in nature. A qualified person, asdefined in National Instrument 43-101 – Standards of Disclosure for MineralProjects , has not completed sufficient work toindependently verify the historical information and data disclosed andneither the Company nor Alto Verde is treating the historical data ascurrent.
Transaction Structure:
The Proposed Transaction is expected to be completed byway of a three-cornered amalgamation or such other form of businesscombination determined by the legal and tax advisors to each ofInterra and Alto Verde, acting reasonably, which will result in AltoVerde becoming a wholly-owned subsidiary of the Company.
Pursuant to the Proposed Transaction, the Company willacquire 100% of the issued and outstanding common shares of Alto Verdeon a share exchange ratio of approximately 0.30 of one common share inthe authorized share structure the Company (each, an “InterraShare”) for one common share in the capital of Alto Verde. Alloutstanding warrants to purchase Alto Verde common shares will beexchanged, on approximately 0.30:1 basis, for warrants to purchasecommon shares, as the case may be, of the Company.
In addition to securities of the Company to be issuedupon conversion of the Subscription Receipts (as defined below), uponclosing of the Proposed Transaction, it is expected that the Companywill issue approximately 7,632,573 common shares to shareholders ofAlto Verde. Additionally, it is anticipated that 11,729 incentivestock options of Alto Verde will be exchanged or replaced withequivalent securities of the Company. The 7,632,573 common sharesbeing issued will be subject to various escrow release schedulesdefined in the definitive agreement.
Completion of the Proposed Transaction will be subjectto a number of conditions precedent set forth in the LOI, including,but not limited to: (i) satisfactory completion of due diligenceinvestigations by each of the Company and Alto Verde; (ii) thenegotiation and execution of a definitive agreement (the“ DefinitiveAgreement ”) on or before January 15, 2023;(iii) approval of the shareholders of Alto Verde and the Company; (iv)completion of the Financing (as described below); and (v) receipt ofall requisite regulatory (including the CSE) and third partyapprovals. There can be no assurance that the Proposed Transactionwill be completed on the terms proposed in the LOI or at all. Uponexecution of the Definitive Agreement, the Company will issue asubsequent press release containing the details of the DefinitiveAgreement and additional terms of the Proposed Transaction.
Proposed Private PlacementFinancing :
As a condition of closing, the Company will complete aprivate placement financing (the “ Financing ”) ofsubscription receipts (the “ Subscription Receipts ”) at a price of C$0.50per Subscription Receipt for minimum gross proceeds of C$2.5 million,to fund the operations of the Company in both Canada and Chile. EachSubscription Receipt will automatically convert into units of theCompany (“Units”). Each Unit will be comprised of one common shareof Interra Share and one-half Interra Share purchase warrant (eachfull warrant, an “Interra Warrant”). Each Interra Warrant willentitle the holder to acquire one Interra Share (a “WarrantShare”) at an exercise price of $0.75 per Warrant Share for a periodof 36 months following the closing of the Proposed Transaction. TheInterra warrants will be subject to an acceleration provision allowingthe Issuer to accelerate the expiration date of the Interra Warrantswith a 30 days’ notice period to warrant-holders in the event theInterra Shares trade on the CSE for 10 consecutive days at $1.25 orgreater. The Financing is subject to CSE approval.
Proposed Management andDirectors:
Following the completion of the Proposed Transaction,and subject to CSE approval, the Board of Directors will consist offive (5) individuals, with Mr. Jason Nickel continuing as a Directorwith the change in management role to Chief Operating Officer. Mr.David McAdam and Mr. Scott Young will also continue as independentDirectors on the Board, providing their expertise in financial reporting, audit, capital markets and generalcorporate governance experience. Mr. Thomas Hawkins P.Geo willassume the role of VP Exploration and “Qualified Person.” Mr.Oliver Foeste remains as CFO and Ms. Janet Francis as CorporateSecretary. It is also expected that at closing of the Transaction,the following Alto Verde board members and officers will be appointedas directors and officers of the Company:
Chris Buncic, MBA, CFA, P.Eng,President, CEO and Director
Mr. Chris Buncic is one of the founding partners in theformation of Alto Verde Copper Inc. and will take on the role of ChiefExecutive Officer. Chris has served in senior management roles atseveral Canadian corporations in the technology and resources sectors.His depth of experience also includes six years in InstitutionalEquity Research at leading Canadian independent full-service brokeragefirms Cormark Securities Inc. and Mackie Research Capital Corporation.Mr. Buncic is a CFA Charterholder, has an MBA from Schulich School ofBusiness and B.A.Sc. from the University of Toronto. Mr. Buncic is amember of the Professional Engineers of Ontario and the CFASociety.
Rick Gittleman, Director
Mr. Richard (Rick) Gittleman is a mining executive withover 40 years’ senior management experience working on miningprojects across the globe. He started as a lawyer working on miningprojects in central Africa. During his 25-year career at Akin GumpStrauss Hauer & Feld, he managed the energy and mining practicegroups of the firm and undertook M&A and Project Financeassignments on behalf of energy and mining clients. In 2009 he joinedFreeport McMoRan as a Senior Vice President for Africa and was part ofthe leadership team that brought the Tenke Fungurume mine in theDemocratic Republic of Congo into production. He also worked atGlencore in its copper division. He is currently the ManagingPartner of RMG Minerals, a consulting company providing advice to themining community.
Advisors to the Board ofDirectors:
In addition to increasing the members of the Board fromfour (4) to five (5) the, the following professionals will becomprised to the advisory committee to the board of directors,contributing their vast expertise to help guide the Company goingforward:
Mr. T. Greg Hawkins
Mr. Hawkins continues as Advisor to the Board. He hasbeen involved in the mining exploration and investment industry since1969. He has been variously responsible for the identification and/ordelineation of 10 mineral deposits in Canada, USA, Chile, Ghana, Maliand Zäire (DRC) with 7 deposits taken to production.
Dr. Mark Cruise, Ph.D, P.Geo,
Dr. Cruise is an exploration and mining professionalwith over of 25 years’ global experience, having discovered,developed and operated mines in Europe, South America, Canada andAfrica. Dr. Cruise is the former CEO of New Pacific Metals Corp., andpreviously founded Trevali Mining where he grew the Company from aninitial discovery to a global leading zinc producer.
Rich Leveille.
Mr. Leveille has a lifetime’s worth of experience inthe mining sector. He has a B.S. Geology from the University of Utahand an M.S. in geology at the University of Alaska, Fairbanks. He hasworked several large mining companies including AMAX, Kennecott, RioTinto, Phelps Dodge and Freeport-McMoRan in theUS and internationally. His last corporate position was Sr VPExploration for Freeport-McMoRan, based in Phoenix.
David Garofalo.
Mr. Garofalo is an accomplished mining executive with30 years’ experience in the creation and growth ofmulti-billion-dollar mining business across multiple continents. Mr.Garofalo has served as Chairman, President and CEO of Gold RoyaltyCorp. since August 2020. Formerly, he was the President and CEO ofGoldcorp Inc., a position he held from 2016 until its sale to NewmontCorporation in 2019. Prior to Goldcorp, he was President, CEO andDirector of Hudbay Minerals Inc, (2010-2016), Senior Vice President,Finance and CFO and Director of Agnico-Eagle Mines Limited (1998-2010)and Treasurer of Inmet Mining Corporation (1990-1998).
Mike Ciricillo.
Mr. Ciricillo is a mining executive with almost 30years of operational and project experience, having lived and workedon 5 continents over the span of his career. Mike began his career in1991 at INCO Ltd in Canada and later joined Phelps Dodge in 1995,later acquired by Freeport-McMoRan. In the DRC, Mike served asPresident of Freeport McMoRan Africa and spent 5 years at TenkeFungurume from the construction phase into the operations phase. Helater joined Glencore in 2014 progressing through several roles,culminating as Head of Glencore’s Worldwide Copper Assets.
Finder’s Fees:
Subject to approval of the CSE, in connection withclosing of the Proposed Transaction, the Company will issue up to421,171 Interra shares to certain arm’s length parties as afinder’s fee in connection with the Proposed Transaction.
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., on behalf of Alto Verde Copper, who isan independent consultant and Qualified Person as defined in NationalInstrument 43-101.
About Interra Copper Corp.:
Interra Copper Corp. is a junior exploration anddevelopment company focused on creating shareholder value through theadvancements of its current assets that include the Thane Property innorth-central British Columbia. Utilizing its heavily experiencedmanagement team, Interra continues to source and evaluate assets tofurther generate shareholder 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”
Jason Nickel, P.Eng.
Chief Executive Officer
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, CEO, & Director
Email: investors@altoverdecopper.com
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.
Cautionary Statement RegardingForward-Looking Information: This news release contains certain "forward-lookinginformation" and "forward-looking statements"(collectively "forward-looking statements") within themeaning of applicable securities legislation. All statements, otherthan statements of historical fact, included herein, withoutlimitation, statements relating the future operating or financialperformance of the Company, are forward-looking statements.Forward-looking statements are frequently, but not always, identifiedby 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 beachieved. Forward-looking statements in this news release relate to,among other things, exploration activities at the Company’s projectsand results therefrom. Actual future results may differ materially.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-looking statements of beliefs,opinions, projections, or other factors, should they change, except asrequired by applicable securities laws.
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