American CuMo Mining Corporation (“CuMoCo” or the “Company”) (TSXV: MLY; OTC-Pink: MLYCF) is pleased to announce that it, together with its subsidiaries, Poly Resources LLC (“Poly”) and Idaho CuMo Mining Corporation (“Idaho CuMo”), has entered a strategic financial relationship with Millennia Minerals Pte Ltd. (Singapore) (“Millennia”) initially through a binding Memorandum of Understanding (the “MOU”) outlining the broad terms to be set out in a definitive agreement between the parties (the “Definitive Agreement”) to be negotiated and entered into on or before March 10, 2017 upon Millennia having completed its due diligence of CuMoCo and its properties.
Millennia has advised that it is a Singapore and Jakarta based private lead syndicate investor that applies its own capital and its strategic investor partners’ capital into development stage natural resource projects. Millennia has also advised that it has assisted and invested in projects in Indonesia, Singapore, Turkey, India, Australia and New Zealand, and that its investment group includes private family offices in Monaco, London, Switzerland, Dubai, Jakarta, Hong Kong, and Melbourne, Australia.
Millennia has already helped CuMoCo arrange financing of approximately US$1.5 million since June 2016 and the Company believes that this MOU signifies the start of a new phase of the Company’s relationship with Millennia as CuMoCo’s strategic financial partner.
“We believe that this development in our relationship with Millennia marks a significant step forward for CuMoCo. The principals of Millennia are hands-on industry veterans with significant international natural resource development experience,” stated Shaun Dykes, President and CEO of CuMoCo.
CuMoCo had originally established its subsidiary, Poly, as the investee entity (a) for the development of the Calida Gold Project; and (b) to facilitate the investment of US$100 million into the CuMo Project to support its exploration and mine development (Idaho CuMo has granted Poly an option to earn up to a 20% interest in Idaho CuMo in exchange for US$100 million).
Under the MOU, upon Millennia having satisfactorily completed due diligence, and the parties having successfully negotiated and entered into the Definitive Agreement on or before March 10, 2017, Millennia is to directly invest, partner and/or arrange new capital of up to US$200 million for Poly in return for up to a 63.77% interest in Poly. The financing is to occur in three direct private placements into Poly as follows:
First Private Placement: Millennia is to directly invest, partner and/or arrange US$10 million for Poly no later than April 28, 2017 in consideration of 50% of the shares in Poly, on a pari passu fully diluting basis, subject to the parties having first entered into the Definitive Agreement. This First Private Placement is to be paid in two instalments:
- A first instalment of US$1 million to be paid to Poly within 48 hours of the execution of the Definitive Agreement in exchange for an option to acquire 50% of the shares of Poly upon the payment to Poly of a further US$9 million (the “Second Instalment”). If the initial US$1million payment is not made when due, Millennia will lose its right to earn an interest in Poly; and
- The second instalment of US$9 million to be paid to Poly no later than April 28, 2017 unless otherwise mutually agreed in writing by the parties. If the second instalment of US$9 million is not made when due, Millennia will lose its right to earn an interest in Poly.
Second Private Placement: Millennia is to directly invest, partner and/or arrange a further US$55 million for Poly within 90 days of the later of the date it has satisfactorily completed geological and legal due diligence and Poly having completing a technical report containing an initial National Instrument 43-101 compliant mineral resource estimate on the Calida project that is acceptable to Millennia and its advisers, in return for additional shares of Poly representing 15% of the then outstanding shares of Poly (which would result in Millennia holding 56.52% of Poly’s shares). Upon completion of the Second Private Placement, Millennia is to be granted share purchase warrants to acquire up to 1% of the Company’s issued and outstanding shares at an exercise price equal to the closing price of the Company’s common shares on the day after the date of the Company’s news release announcing the execution of the Definitive Agreement. If closing of the Second Private Placement does not occur, the Company shall be entitled to purchase from Millennia the shares of Poly issued to Millennia upon closing of the First Private Placement at a price equal to US$12 million.
Third Private Placement: Upon completion of the Second Private Placement, Millennia would have the right to directly invest, partner and/or arrange a further US$135 million for Poly within 360 days of the date of closing of the Second Private Placement in return for additional shares of Poly representing 20% of the outstanding shares of Poly (which would result in Millennia holding 63.77% of Poly’s shares).
Under the MOU, Poly is to commit to spending the following on the Calida project: (a) US$4.5 million of the initial US$10 million to be raised from the First Private Placement; (b) US$30.5 million of the US$55 million to be raised from the Second Private Placement; and (c) US$65 million of the US$135 million to be raised from the third private placement. Poly is to advance the remainder of the gross proceeds from the private placements to Idaho CuMo (which holds the CuMo Project), and Poly’s payments to Idaho CuMo will be treated as subscription payments for Idaho CuMo shares. Upon Poly’s payment to Idaho CuMo of US$5.5 million from the US$10 million to be raised from the First Private Placement, Poly would be issued shares of Idaho CuMo to cause Poly to hold a 1.1% interest in Idaho CuMo. Upon Poly’s payment to Idaho CuMo of US$24.5 million from the US$55 million to be raised from the Second Private Placement, Poly would be issued additional shares of Idaho CuMo to cause Poly to acquire an additional 4.9% interest in Idaho CuMo, resulting in Poly holding a 6% interest in Idaho CuMo. Upon Poly’s payment to Idaho CuMo of US$70 million from the US$135 million to be raised from the Third Private Placement, Poly would be issued additional shares of Idaho CuMo to cause Poly to acquire an additional 14% interest in Idaho CuMo, resulting in Poly holding a 20% interest in Idaho CuMo.
Upon completion of the First Private Placement, Millennia is to be granted the right to nominate 3 of 6 members of the Board of Directors of Poly (with the Chairman of Poly holding the casting vote). Upon completion of the Second Private Placement, Millennia is to be granted the right to nominate 4 of 6 members of the Board of Directors of Poly. Upon completion of the Third Private Placement, Millennia is to be granted the right to nominate one member of the Board of Directors of Idaho CuMo, as well as one member to the Board of Directors of the Company.
The MOU also provides that the parties will establish a management committee for the Calida Gold Project, with Millennia obtaining control over such management committee upon completion of the Second Private Placement.
If and when a total of US$200 million in private placement financing has raised for Poly, Millennia and its investment banking advisers are to facilitate the raising of additional capital of up to US$2 billion for CuMoCo (subject to regulatory approval) at reasonable commercial terms for the further development and the commercial feasibility and operational establishment of the two Idaho projects.
“We have been working continuously with Millennia and its investment bankers to negotiate this MOU with them and we look forward to their team’s visit to our properties next week when they commence their due diligence. We have been very impressed with Millennia in our dealings with them, and we believe that they are committed and able to help progress our projects as expeditiously as possible,” added Mr. Dykes.
The aforementioned transactions set out in the MOU are subject to receipt of regulatory approval, including the approval of the TSX Venture Exchange.
The Company also announces that its annual general meeting has been scheduled for April 25, 2017 at a place and time to be announced shortly.
The Company also announces that it has entered into an amendment agreement with Ximen Mining Corporation (“Ximen”) pursuant to which the parties have amended the terms of the Net Smelter Return Royalty purchase agreement dated January 27, 2014 (the “Ximen Agreement”) under which the Company has agreed to sell its interest in an NSR royalty on mineral claims comprising the Brett Gold Property. The Ximen Agreement, which required Ximen to pay $1,350,000 to the Company on February 20, 2017, has now been amended to require Ximen to pay the Company (a) $50,000 upon execution of the amendment to the Ximen Agreement, payable in Ximen cash or Ximen common shares (at Ximen’s discretion – Ximen has elected to issue the Company a total of 628,900 common shares in satisfaction of this requirement); (b) a further $60,000 in cash or Ximen common shares (at Ximen’s discretion) on February 20, 2018; (c) a further $75,000 in cash or Ximen common shares (at Ximen’s discretion) on February 20, 2019; and (d) a final cash instalment of $1,250,000 on February 20, 2020.
Mr. Shaun M. Dykes, M.Sc. (Eng), P.Geo., President and CEO of the Company is the designated qualified person for the CuMo Project, and prepared the technical information contained in this news release.
CuMoCo is focused on advancing its CuMo Project towards feasibility. CuMoCo also intends to advance its newly-acquired Calida Gold Project. Management is continuing to build an even stronger foundation from which to move the Company and its projects forward. For more information, please visit www.cumoco.com, www.idahocumo.com and www.cumoproject.com.
For further information, please contact:
American CuMo Mining Corporation
Shaun Dykes, President and Chief Executive Officer
Tel: (604) 689-7902
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation including, but not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, such as the Millennia Minerals satisfactorily completing due diligence and Company, Idaho CuMo, Poly and Millennia Minerals subsequently entering into a definitive agreement; Millennia Minerals completing the three private placements into Poly; the Company’s ability to move its CuMo Project to feasibility and production, and to become one of the largest and lowest-cost molybdenum producers in the world as well as a significant producer of copper and silver. Forward-looking information is based on a number of material factors and assumptions, including the result of exploration activities, the ability of the Company to raise the financing for a feasibility study and to put the CuMo project into production, that no labour shortages or delays are experienced, that plant and equipment function as specified that the Court will not intervene with the Company’s proposed exploration activities at the CuMo Project, and the ability of the Company to obtain all requisite permits and licenses to advance the CuMo Project and eventually bring it into production. Forward-looking information involves known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future prediction, projection or forecast expressed or implied by the forward-looking information. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of molybdenum, silver and copper; possible variations in grade or recovery rates; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing, as well as those factors disclosed in the Company’s publicly filed documents, including the Company’s Management’s Discussion and Analysis for the period ended September 30, 2016. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.