(TheNewswire)
VANCOUVER, B.C. – TheNewswire - January 10, 2023, Tearlach Resources Limited (TSXV:TEA)(OTC:TELHF) (FRANKFURT:V44) (“ Tearlach ” or the “ Company ”) is pleased to announce it has entered into an agreement toacquire up to 70% interest in the lithium mining rights (the “ Option Agreement ”) with Blackrock Gold Corp. (“ BlackrockGold ”), awholly - owned subsidiary ofBlackrock Silver Corp. (TSXV: BRC) (“ BlackrockSilver ”).
Tonopah North / Gabriel ProjectHighlights:
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Lithium values up to 1,217 ppm lithium over 1.5 m indrill hole TN22-012 have been intercepted in drilling, in addition tothe continuity of broad zones of mineralization up to 56.4 metres inthickness in drill hole TN22-009;
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The average thickness of the lithium bearing zone is 28.1 metres;
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The lithium bearing zone comes within 8 metres of thesurface on the northeast portion of the property and has beenintersected down to 117 metres below the surface; and
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The mineralization is similar to the nearby TLC lithiumdeposit owned by American Lithium Corp locatedthree kilometres to the northeast of the Company's land holdings.
The Option Agreement outlines twostages Tearlach must fulfill to complete its obligations to BlackrockGold:
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i) Earn 51% interest in thelithium mineral rights of Tonopah North claims “Optioned Zone") by spending an aggregative US$5M in exploration anddevelopment work on the property.
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ii) Earn 70% interest in thelithium mineral rights of the Optioned Zone by spending an additionalUS $10M in exploration and development work on the property.
Morgan Lekstrom , CEO of Tearlach , commented , “ Thisis a significant growth step for Tearlach in becoming a leadingmultijurisdictional lithium company and for BlackrockSilver diversifying their already world - class silver project. Blackrock Silver hasdone an excellent job building a strong shareholder base and discovering aworld - classsilver deposit . Now Tearlach, through strong relationships, has identified a significantshareholder opportunity in what we believe could be an extensive lithium discovery anddistrict. We are excited to join the American - made history that isTonopah, by adding a local green energy component anddiscovery .” Additionally, Morgan Lekstrom s tated, “ With initial RC holes grading up to 1217ppm andwith thicknesses up to 56.4 metres and 117m depth, we see a mirror potential ofAmerican Lithium’s TLC deposit ($768M exploration company) directlynorth of us. With initial mapping completed and our world - class - Nevada based team with significant geological and processing experience inlithium - bearingclays, we have a roadmap to accelerate and aggressively drill. We plan todrill amuch larger core program and advance to the resource estimate while concurrentlyrunning engineering and process models .”
Figure 1: BRC Tonopah North / Tearlach’s “ Gabriel Project ”
Option Agreement
Under the terms of the Option Agreement, Tearlach hasthe right to explore for, and the exclusive option (the “ First Option ”) to earn a 51% interest in, thelithium minerals from the topographical surface to 650 feet below thesurface of a portion of the Tonopah North Project (the “ OptionedZone ”) by incurringexpenditures for exploration and development work on the Tonopah NorthProject (“ Expenditures ”) in the aggregative amount of atleast US$5,000,000 consisting of (i) at least US$500,000 inExpenditures on or before January 9th, 2024; and (ii) at leastUS$4,500,000 in Expenditures on or beforeJanuary 09, 2 026 (together, the “ InitialEarn-In ”) .
Subject to Tearlach completing the Initial Earn-In,under the terms of the Option Agreement, Tearlach shall have theoption (the “ Second Option ”) to elect within thirty (30) daysof completing the Initial Earn-In to earn an additional 19% interestin lithium minerals in the Optioned Zone for an aggregate interest of70% by: (i) expending an additional US$10,000,000 in Expenditures; and(ii) by bearing the costs of preparation of a National Instrument43-101 compliant bankable feasibility study for the development andconstruction of a lithium mine on the Tonopah North Project (together,the “ Additional Earn-In ”) , with such Second Option terminatingif not exercised by Tearlach by January 09, 2028.
In addition, pursuant to the Option Agreement, Tearlachhas agreed to pay Blackrock Silver the sum ofUS$100,000 in cash on or before April 30, 2024, failing which theCompany shall have the right to terminate the Option Agreement.
The exploration and development rights conferred toTearlach under the Option Agreement in respect of the Tonopah North Project are exclusive tolithium minerals in the Optioned Zone. Subject to the terms of theOption Agreement, Blackrock retains and reserves the rights to explorefor, develop , and mine allminerals (including gold and silver) other than lithium on the entireTonopah North Project, including the Optioned Zone. The OptionedZone also includes an area of interest that includes those landslocated within one mile of the exterior boundaries of the TonopahNorth Project. The transactions contemplated by the Option Agreementconstitute an “Exempt Transaction” in accordance with Policy 5.3of the TSX Venture Exchange.
Joint Venture
Upon Tearlach completing the Initial Earn-In andexercising the First Option, Tearlach and Blackrock Gold shall enterinto a definitive mining joint venture agreement (the “ Joint VentureAgreement ”) in respectof the management and ownership of the Optioned Zone of the TonopahNorth Project (the “ Joint Venture ”). After completion of theAdditional Earn-In, Tearlach may elect to exercise the Second Option,upon which its participation interest in the Joint Venture shallincrease by an additional 19% to a total of 70%. The parties to theJoint Venture shall contribute to future Expenditures in accordancewith their respective participating interests as prescribed in theJoint Venture Agreement.
Pursuant to the Joint Venture Agreement, if at any timea party’s participatinginterest in the Joint Venture is diluted to below 5%, the dilutedparty shall be deemed to have withdrawn from the JointVenture , and itsparticipating interest in the Joint Venture shall be converted to anon-administrative, non-executive and non-working mineral productionroyalty of two percent 2.0% of the gross revenues from the sale oflithium minerals and lithium mineral products produced from theTonopah North Project.
Subject to the terms of the Joint Venture Agreement,Tearlach shall be the initial manager of the Joint Venture and shallhave control of the activities and operations of the JointVenture.
About Tearlach
Tearlach is a Canadian exploration company engaged inthe acquisition, exploration and development of lithium projects.Tearlach holds an interest in the Final Frontier Project, whichincludes the Pakwan / Margot Lake Claim block, which is directlycontiguous to Frontier Lithium’s Flagship Spark and Pag deposits, aswell as interests in the Wesley, Harth and Ferland properties, alllocated in the lithium hub of northwestern Ontario, Canada. The WesleyProperty borders Green Energy Metals’ Root Lake Project, where a24,000 m drill program is currently underway. Pegmatite dykes havealso been encountered on the Harth Lithium Project, which is 8 kmswest of the Wesley Lithium Project. Prospecting and mapping have alsoconfirmed pegmatite dykes on the Ferland Lithium Property, 10 km eastof Green Technology Metals’ Seymour Lake Project. Tearlach intendsto explore these assets and develop a portfolio of projects in theAmericas through acquisition. Tearlach’s primary objective is toposition itself as the leading lithium exploration and developmentcompany in the Americas. Additional information on the Company isavailable at website at www.tearlach.ca .
Qualified Person
Julie Selway, Ph.D., P.Geo. reviewed and approved thetechnical disclosure in this news release. Dr. Selway is the VP ofExploration for Tearlach Resources and the Qualified Person("QP") as defined by National Instrument 43-101. Dr. Selwaycompleted a Ph.D. on lithium granitic pegmatites in 1999. Dr. Selwayalso has twenty-three scientific journal articles on lithiumpegmatites. Dr. Selway has co-authored 29 NI 43-101 Technical Reportson a wide variety of commodities and deposit types.
ON BEHALF OF THE BOARD OFDIRECTORS,
TEARLACH RESOURCES LTD.
Morgan Lekstrom
Chief Executive Officer
Suite 610 - 700 W. Pender Street
Vancouver, BC, Canada V6C 1G8
Tel: 604-688-5007
Neither the TSX Venture Exchange norits Regulation Service provided (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Cautionary NoteRegarding Forward-Looking Statements
This news release containsforward-looking statements and forward-looking information(collectively, “forward-looking statements”) within the meaning ofapplicable Canadian securities legislation. All statements, other thanstatements of historical fact, included herein including, withoutlimitation, future Expenditures, exercise of the Option, entry intothe Joint Venture, future drilling activities, and the anticipatedbusiness plans and timing of future activities of the Company areforward-looking statements. Although the Company believes that suchstatements are reasonable, it can give no assurance that suchexpectations will prove to be correct. Forward-looking statements aretypically identified by words such as: “believes”, “expects”,“anticipates”, “intends”, “estimates”, “plans”,“may”, “should”, “would”, “will”, “potential”,“scheduled” or variations of such words and phrases and similarexpressions, which, by their nature, refer to future events or resultsthat may, could, would, might or will occur or be taken or achieved.In making the forward-looking statements in this news release, theCompany has applied several material assumptions, including withoutlimitation, that the Company will receive all necessary approvals inconnection with the Option Agreement and the Expenditures thereunder,market fundamentals will result in sustained lithium demand andprices, the receipt of any necessary permits, licenses and regulatoryapprovals in connection with the future development of the Propertiesin a timely manner, the availability of financing on suitable termsfor the development and continued operation of the Company’sprojects and its ability to comply with environmental, health andsafety laws.
Forward-looking statements involveknown and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Companyto differ materially from any future results, performance orachievements expressed or implied by the forward-looking information.Such risks and other factors include, among others, requirements foradditional capital, operating and technical difficulties in connectionwith mineral exploration and development activities, actual results ofexploration activities, including on the Tonopah North Project , the estimation or realization of mineralreserves and mineral resources, the fact that the Company’sinterests in the TonopahNorth Project are an optiononly and there is no guarantee that such interests, if earned, will becertain, the timing and amount of estimated future production, thecosts of production, capital expenditures, the costs and timing of thedevelopment of new deposits, requirements for additional capital,future prices of lithium, changes in general economic conditions,changes in the financial markets and in the demand and market pricefor commodities, lack of investor interest in future financings,accidents, labour disputes and other risks of the mining industry,delays in obtaining governmental approvals (including of the TSXVenture Exchange), permits or financing or in the completion ofdevelopment activities, changes in laws, regulations and policiesaffecting mining operations, title disputes, the inability of theCompany to obtain any necessary permits, consents, approvals or authorizations, environmentalissues and liabilities, and risks related to joint venture operations,and other risks and uncertainties disclosed in the company’scontinuous disclosure documents. All of the Company’s Canadianpublic disclosure filings may be accessed via www.sedar.com andreaders are urged to review these materials.
Readers are cautioned not to placeundue reliance on forward-looking statements. The Company does notundertake any obligation to update any of the forward-lookingstatements in this news release or incorporated by reference herein,except as otherwise required by law.
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