Denarius Announces an Initial Mineral Resource Estimate for Its Polymetallic Lomero-Poyatos Project in Southern Spain

Denarius Announces an Initial Mineral Resource Estimate for Its Polymetallic Lomero-Poyatos Project in Southern Spain

 
  •    The initial Inferred Mineral Resource comprises 10.66 Mt at 0.45% Cu, 1.02% Zn, 0.41% Pb, 21 g/t Ag and 2.0 g/t Au (1.59% CuEq) containing an estimated 48 kt Cu, 109 kt Zn, 44 kt Pb, 7.4 Moz Ag, 0.7 Moz Au.   
  •  
  •    Based on the results from approximately 26,000 m completed in 83 diamond drill holes in the Phase 1 surface drilling program completed in July 2022, the initial Mineral Resource estimate provides a solid foundation for further mineral resource expansion in Denarius' forthcoming Phase 2 program.   
  •  
  •    The initial Mineral Resource estimate assumes both open pit and underground mining and extends from surface to a depth of 350 meters.   
  •  
  •    Completing a directional drilling program to validate a high-grade dataset relative to this MRE associated with a historical drilling campaign of horizontal underground holes that is not yet included in the above initial Mineral Resource estimate.   
  •  
  •    Drilling to date has identified mineralization over a strike of over 1 km and with a vertical extension of 400 meters.   
  •  
  •    This initial MRE confirms the significant high gold grade potential of this project within the Iberian Pyrite Belt, as it remains open for further expansion down-dip and to the east.   
  •  
  •    Continued potential for further resource expansion, with compelling targets already identified via recent detailed helicopter-borne time-domain electromagnetic ("TDEM" or "TEM") and ground-based gravimetric surveys.  
     
  •  

Denarius Metals Corp. ("Denarius" or "the Company") (TSXV: DSLV; OTCQB: DNRSF) announced today an initial Mineral Resource estimate ("MRE"), prepared in accordance with CIM guidelines and disclosure requirements of NI 43-101, on its 100% owned Lomero-Poyatos Project ("Lomero") in southern Spain. Lomero is a polymetallic deposit located on the Spanish side of the prolific copper rich Iberian Pyrite Belt ("IPB"), one of the largest districts of pyrite-rich massive sulfide deposits in the world.

 

The initial MRE has been prepared at the conclusion of the Phase 1 surface drilling program carried out by the Company between October 2021 and July 2022. The initial MRE reflects the early-stage results from this validation and infill drilling program coupled with resource expansion drilling below the historical drilling. This program has enabled the Company to confirm the presence of the expected polymetallic mineralization at Lomero and to increase its geological knowledge to a sufficient level to declare this initial Mineral Resource for Lomero. The Company plans further exploration drilling at Lomero as it continues to validate certain historical drilling, which has been excluded from the current estimates, together with further infill and step out drilling around the Mineral Resources presented herein.

 

The Company's initial MRE for Lomero has determined that Lomero is amendable to open pit and underground options or a combination of both. The initial MRE has been reported based on cut-off grades of 0.4% Copper Equivalent ("CuEq") for open pit resources and 0.6% CuEq for underground resources, which comprises:

 
  • an open pit Inferred Mineral Resource of approximately 6.2Mt of material at average grades of 2.3 g/t Au, 22 g/t Ag, 0.60% Cu, 0.44% Pb and 1.02% Zn, which when considered as CuEq, results in 112,700 tonnes of CuEq metal averaging 1.82% CuEq; and,
  •  
  • an underground Inferred Mineral Resource of approximately 4.5Mt of material at average grades of 1.7 g/t Au, 20 g/t Ag, 0.24% Cu, 0.37% Pb and 1.03% Zn resulting in 56,600 tonnes of CuEq metal averaging 1.27% CuEq.
  •  

Serafino Iacono, Executive Chairman and CEO of Denarius, commented, "Lomero has a historic Inferred Mineral Resource of 20.93 Mt at 0.9% Cu, 0.85% Pb, 3.05% Zn, 62.38 g/t Ag and 3.08 g/t Au. Our recently completed Phase 1 drilling program has resulted in an initial MRE for Lomero, a measuring stick of our exploration success and progress to date and gives us confidence in the potential for expansion in the size of the deposit, as evidenced by the historic MRE, through further validation drilling. Ultimately, we are focused on the goal of advancing the project towards an economic study after we complete Phase 2 of our exploration work which will commence in October 2022. This initial MRE confirms the significant high gold grade potential of this project as it remains open for further expansion down-dip and along its 1.5-kilometre-long extension to the east. We strongly believe that additional drilling along strike and at depth will continue to expand the initial MRE, as all the surface drilling so far has been very successful. We are confident that our exploration campaign at Lomero will continue to be a key value driver for Denarius as we move forward."

 

The Mineral Resource for Lomero with an effective date of July 19, 2022 is shown in Table 1 below. The mineral resource evaluation work was completed by Mr. Benjamin Parsons, MAusIMM (CP#222568), Principal Consultant (Resource Geology) with SRK Consulting (US) Inc. ("SRK"), who is an independent QP of Denarius. In order to meet "reasonable prospects for eventual economic extraction" requirement, Lomero has been deemed amenable to both open pit and underground mining (for the remaining material which has displayed continuity above the defined cut-off grades), with cut-off grades established for each scenario using benchmarked costs taken from similar deposits within the IPB and results and assumed recoveries. The Mineral Resources have been reported based on CuEq with the key assumptions included in the table.

 

  Table 1: SRK CIM Compliant Mineral Resource Statement effective July 19, 2022 for the Lomero - Poyatos Project, Spain, reported based on Copper Equivalent CuEq   (2)  

 
                                                                                                                                                                                                                           
  Class  

  Estimation
Domains
 

  Mining
Type
 

  Mass
(Mt)
 

  Density  

  Average Value    Metal Content       Equivalent CuEq
Metal Content
 
  Au
(g/t)
 
  Ag
(g/t)
 
  Cu
(%)
 
  Pb
(%)
 
  Zn
(%)
 
  Au
(koz)
 
  Ag
(koz)
 
  Cu
(kt)
 
  Pb
(kt)
 
  Zn
(kt)
 
     (%)    (kt)  
Inferred
Massive
Sulfides
OP ( 3) 3.45 4.33 2.9 27 0.87 0.52 1.22 317 2,986 30.1 17.9 42.0   2.37 81.8
UG ( 3) 2.21 4.18 2.4 27 0.37 0.44 1.24 168 1,887 8.2 9.,6 27.3   1.71 37.8
Total   5.66    4.27    2.7    27    0.68    0.49    1.22    485    4,873    38.3    27.6    69.3       2.11    119.7  
Semi
Massive
Sulfides
OP ( 3) 2.05 3.64 1.6 19 0.32 0.31 0.76 108 1,259 6,5 6.3 15.7   1.22 25.0
UG ( 3) 0.92 3.49 1.0 14 0.21 0.27 0.68 30 404 1.9 2.5 6.3   0.87 8.0
Total   2.97    3.59    1.4    17    0.28    0.3    0.74    138    1,663    8.4    8.8    22.0       1.11    33.0  
Stockwork
OP ( 3) 0.7 3.38 1.1 11 0.13 0.38 0.78 24 237 0.9 2.7 5.5   0.84 5.8
UG ( 3) 1.33 3.04 1.1 14 0.04 0.35 0.92 47 587 0.5 4.6 12.3   0.81 10.8
Total   2.03    3.16    1.1    13    0.07    0.36    0.87    70    824    1.4    7.3    17.7       0.82    16.7  
Total
OP ( 3)   6.20    3.99    2.3    22    0.6    0.44    1.02    448    4,482    37.4    27.0    63.1       1.82    112.7  
UG ( 3)   4.46    3.70    1.7    20    0.24    0.37    1.03    245    2,878    10.6    16.7    45.8       1.27    56.6  
Total   10.66    3.87    2.0    21    0.45    0.41    1.02    693    7,360    48.0    43.7    108.9       1.59    169.3  
 

  Notes:  
(1) Mineral resources are not ore reserves and do not have demonstrated economic viability. All figures rounded to reflect the relative accuracy of the estimates. Gold, silver, copper, lead and zinc assays were capped where appropriate. It is assumed based on regional benchmarking all the elements included in the Copper Equivalent (CuEq) calculation have a reasonable potential to be recovered and sold. Mineral resources have been depleted to reflect historical mining.
(2) The Copper Equivalent calculation has been defined using the following formula:
CuEq =((Au*19.65)+(Ag*0.37)+(Cu*67.36)+(Pb*14.76)+(Zn*22.45)/96.23)/ Cu Recovery
(3) Mineral resources are reported using an assumed CuEq cut-off grades based on metal price assumptions*, variable metallurgical recovery assumptions**, mining costs, processing costs, general and administrative (G&A) costs, and variable NSR factors***. Mining, processing, and G&A costs total US$30/t for Open Pit Mining and US$45/t for Underground Mining which includes assumptions for prices, recoveries and payabilities. The CuEq cut-off grade 0.4% CuEq (OP) and 0.6% CuEq (UG) is calculated by dividing the costs by the Cu Factor and recoveries.
(*) Metal price assumptions considered for the calculation of NSR grades are: Gold (US$/oz 1,850.00), Silver (US$/oz 24.0), Copper (US$/lb 4.50), Lead (US$/lb 1.15) and Zinc (US$/lb 1.50)
(**) Cut-off grade calculations assume variable metallurgical recoveries as a function of grade and relative metal distribution. Average metallurgical recoveries are: Gold (35%), Silver (50%), Copper (70%), Lead (60%) and Zinc (70%).
(***) Cut-off grade calculations and metal equivalencies assume variable NSR factors as a function of smelting and transportation costs.
(3) Open pit mineral resources are constrained within NPV optimized pits, which SRK based on assumed mining costs defined
(4) Underground Mining resources represent all material below the proposed limiting pit shell which have been confirmed visually to form contiguous units and constrained using a stope optimizer limit
(5) The mineral resources were estimated by Benjamin Parsons, BSc, MSc Geology, MAusIMM (CP) #222568 of SRK, a Qualified Person under the terms of CIM guidelines.

 

The Mineral Resource presented represents validation of the exploration work completed during Phase 1 and the increase in the geological knowledge gained through the first year of exploration. Historically, a total of 98 surface holes and 61 underground holes have been completed on the Project by the previous owners for a subtotal of 23,471.8 m. Denarius began drilling at Lomero in October 2021 with approximately 26,000 m completed in 83 diamond drill holes by the end of July 2022 and assays received until July 19, 2022. This is considered the Phase 1 program.

 

All drilling has been completed using diamond hole drilling methods which are drilled from north to south at varying dips, which were designed to intersect the shear zone at favorable intersection angles. The drilling focused on three main tasks:

 
  • verification of historical drillholes, focusing on CMR holes, and to confirm the geological model;
  •  
  • infill drilling on the lower portion of the eastern edge of Lomero following interpreted high-grade intersections; and,
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  • extensional drilling below the base of the historical drilling to test for possible down-dip extensions.
  •  

An approximately 1,000 m long by 400 m deep mineralized deposit was tested by drilling with the results confirming the presence of the polymetallic mineralization, which remains open laterally toward the east and down-dip. Drilling has only been completed from surface to a drill spacing of approximately 50 by 50 m and targeted outside the areas of the previous mining.

 

The initial MRE prepared by SRK has excluded portions of the historical database completed by the previous explorers Indumetal/Billiton ("PDH"), and Petaquilla Minerals ("PTQ"), during the data validation phase. These holes represented high-grade samples (all metals) within the upper portion of the deposit around the historical mining which have not been twinned as part of the Phase 1 surface drilling program. Validation of the PDH holes and twinning of selected PTQ holes, which were not previously assayed, is planned to be completed by the end of 2022. If the validation drilling is successful, introducing these datasets could result in an increase in both tonnage and grade in the next MRE update.

 

The Company is confident that this estimate highlights Lomero's potential and is therefore planning to advance the project further with a number of future studies which will include a multi-pronged approach to further develop Lomero which includes:

 
  • verification of high-grade underground drillholes;
  •  
  • further infill and step out drilling;
  •  
  • exploration drilling to test the highly prospective geophysical anomalies identified by the recent completed geophysical surveys; and,
  •  
  • commencement of field programs required for metallurgical, geotechnical and hydrogeological inputs for a future preliminary economic assessment and engineering studies.
  •  

  Mineral Resource Estimate  

 

This initial MRE incorporates a total of 83 diamond drill holes totaling approximately 26,000 m, which have been integrated into the current geological model. A subset of these holes has been used in the initial MRE based on the availability of assay information from the laboratory, which resulted in 71 holes for 21,505 meters of drilling. Additional information has been integrated into the model from geological mapping, and data capture of historical level maps and mining depletion.

 

SRK is the author of this initial MRE for Lomero. During the work program, SRK and the QP have used the available drilling information to complete the following key tasks:

 
  • imported and validated the drilling database from the Company's drilling programs, which have been integrated with the databases from historical explorers, for analysis. SRK considers that only the Alto and CMR datasets display similar sample populations, which indicate these datasets can be combined;
  •  
  • SRK has undertaken a number of site visits to establish an initial structural framework for Lomero using information from geological mapping and boreholes;
  •  
  • generation of a Brittle Fault Model, using Seequent Leapfrog Geo by SRK with interpretation and observations from the Company's geological team;
  •  
  • SRK developed a refined geological model using a simplified lithological model which reflects the new fault model;
  •  
  • undertaken an estimation domain analysis ("Exploration Data Analysis"), which identified key changes in data by sampling, or geological criteria. Based on this review, SRK has taken the decision to exclude selected holes from the historical drilling datasets from the estimation process, due to a lack of supporting information, but has used the logging information where possible to guide the geological and mineralization models;
  •  
  • definition of a mineralization model covering the following sub-domains: Massive Sulphides Semi Massive Sulphides Stockwork
  •  
  • the original samples have been coded assuming hard contacts between the three mineralization styles, which have been capped and composited appropriately following statistical analysis;
  •  
  • the spatial continuity of the gold grades was examined with a variographic study;
  •  
  • created grade estimates for Au, Ag, Cu, Pb, Zn, Fe and S values using Seequent Leapfrog Edge, using both Inverse Distance and Ordinary Kriged, with a nearest neighbor assessment completed for validation purposes;
  •  
  • a two-pass estimation approach was used with the first pass having a search ellipsoid oriented to the variable shape of the center line of the estimation domain;
  •  
  • a density review, which included the definition of three density values in the block model (average assigned values, regressed values, and estimated values) to test the sensitivity to the overall model with the final model being values being assigned via the regression method; and,
  •  
  • the mineral resource has been classified as Inferred and has been reported as a combined open pit and underground project using assumed costs and recoveries.
  •  

Grade estimation has been based on block dimensions of 10 m by 10 m by 5 m, for the 2022 model. The block size reflects potential size variations for any underground or open-pit smallest mining units (SMU). SRK has utilized sub-blocking to accurately reflect the defined mineralization and lithological models, with a sub-block size of 2.5 m x 2.5 m x 1.25 m used to reflect the wireframes.

 

As the initial metallurgical testwork on Lomero is ongoing, for the purpose of this exercise, SRK has used benchmark recoveries typical of the Pyrite Belt deposits. SRK cautions changes in the metallurgical recovery will have a significant impact on the value of the project and notes that changes from historical work noted may result in changes to the MRE. Based on this uncertainty, SRK has limited the classification to Inferred for Denarius' initial MRE for Lomero.

 

  Next Steps  

 

The evaluation and analysis of the geological and drill data collected to date has identified several other areas with potential for additional zones of mineralization at depth and/or along the extension of the main massive and semi-massive sulphide domains towards the east, coincident with geophysical anomalies that resulted from detailed helicopter-borne time-domain electromagnetic ("TDEM" or "TEM") and ground-based gravimetric surveys conducted in 2022.

 

A second phase of drilling totaling 22,000 meters, which comprises in-fill and exploration drilling, is planned to commence in October 2022. This phase will include a series of in-fill drill holes designed to increase the confidence level in areas previously tested by the Phase 1 drilling, as well as an initial drill test of the geophysical anomalies. One of the main geophysical anomalies proved that the main conductor that is associated with the known massive sulphide body continues to depths well below the current drilling and is open down-dip.

 

During the review of the historical datasets, SRK noted in 2021 that an underground drilling program was completed in the 1980's by Indumetal/Billiton ("PDH") using a series of short

  Qualified Persons Review  

 

Ben Parsons, Principal Consultant (Resource Geology) with SRK prepared the initial MRE for Lomero according to CIM Definition Standards and will be supported by a NI 43-101 independent report which will be published and filed on the Company's website and SEDAR profile within 45 days. Mr. Parsons is a Qualified Person as defined by NI 43-101. The NI 43-101 independent report will include detailed information on the key assumptions, parameters and methods used to estimate the mineral resources.

 

  Quality Assurance and Quality Control  

 

The Lomero samples were prepared and assayed by AGQ Labs (ISO/IEC 17025) at their laboratory in Burguillos, Seville, Spain. Gold was assayed by 30 g fire assay with ICP-OES finish, while silver and base metals were analyzed in a multi-element package by aqua regia digestion and ICP-OES finish. Blank, standard and duplicate samples were routinely inserted and monitored for quality assurance and quality control.

 

  About Denarius  

 

 Denarius is a Canadian junior company engaged in the acquisition, exploration, development and eventual operation of mining projects in high-grade districts, with its principal focus on the Lomero-Poyatos Project in Spain. The Company also owns the Zancudo and Guia Antigua Projects in Colombia.

 

Additional information on Denarius can be found on its website at www.denariusmetals.com and by reviewing its profile on SEDAR at   www.sedar.com   .

 

  Cautionary Statement on Forward-Looking Information  

 

    Neither the 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 release.    

 

   This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies, including exploration programs, expected exploration results and Mineral Resource estimates. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Denarius to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's Filing Statement dated as of February 18, 2021 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and Denarius disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.   

 

  For Further Information, Contact:  

 

Christopher Haldane
Vice President, Investor Relations
(416) 360-4653
investors@denariusmetals.com  

 

  Attachment 1 –Cross Section looking north showing Lomero Poyatos Mineral Resource above a cut-off of 0.6% CuEq  

 

  https://www.globenewswire.com/NewsRoom/AttachmentNg/8973940c-459c-4746-8979-eaeb0162697e  

 

  Attachment 2 – Isometric view showing Current Lomero Resource in relation to the geophysical (electromagnetic) anomaly  

 

  https://www.globenewswire.com/NewsRoom/AttachmentNg/260ecdc1-6075-4cd2-af60-9d42c24ea72e  

 

  Attachment 3 – Location of PDH drilling compared to latest model, indicating drilling targets for Phase 2.  

 

  https://www.globenewswire.com/NewsRoom/AttachmentNg/38d7954d-8dad-416d-a260-e348305eb6e2  

 

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  •  
  •   Preliminary results from recently finalized geophysical surveys   confirm the potential to extend the known Lomero-Poyatos deposit down-dip and to find new deposits along strike   in two zones   to the east.  
  •  

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  Strategic Location — World-Class Neighbors  

 

The Silver King mine sits only 3 km from the main shaft of the Resolution Copper project — a joint venture between Rio Tinto and BHP and one of the world's largest unmined copper deposits with an estimated copper resource of 1.787 billion metric tonnes at an average grade of 1.5% copper (1) . This unique land position is fully surrounded by Resolution Copper's claim block, offering strategic upside.

 

"The Silver King and Ripsey mine projects are exciting additions to our Arizona portfolio. We see an opportunity to create near term value through immediate exploration on a historic high-grade silver producer with antimony potential that has seen limited modern exploration by drilling both laterally and at depth into a prospective source formation, said Gordon Aldcorn, President of Prismo. "We look forward to getting our exploration team back in the field, advancing our exciting projects and revitalizing investor interest in the Company."

 

The Silver King mine was discovered in 1875 and produced ore with as much as 10,000 ounces per ton silver in near surface workings (2) . Underground production through 1889 is estimated at almost 6 million ounces of silver at grades of between 61 and 21 ounces per ton. During a second period of production from 1918 to 1928, 230,000 ounces were produced at a grade of 18.7 ounces per ton.  No significant production has occurred after 1928.

 

The orebody at Silver King is a steeply west-dipping pipelike stockwork and breccia zone that was mined on eight levels to about 300 meters depth below a glory hole at the surface. The pipe is described as a dense stockwork with local breccia zones and a quartz core (3) .  Records indicate that due to variations in mineralogy, much of the upper portion of the body was evidently not mined. The current owners (the " Optionor ") rehabilitated the main shaft in the late 1990s, opened the upper levels of the mine and produced a small tonnage. Assay certificates from this period show selected samples with 400 to 600 ounces per ton silver with 0.2-0.5 oz/t gold and some base metals. Virtually no modern exploration has been carried out at the mine providing significant exploration upside and multiple drill targets.

 

The Ripsey mine is a historic gold-silver-copper producer located about 20 km west of the Hot Breccia project. Historic mine workings consisting of tunnels and shafts on several levels were developed along a vein over about 400 meters of strike length and 160 meters vertically. A small tonnage of mineral was produced by the Optionor in the late 1990's. Sampling by Dr. Craig Gibson from the mine workings has yielded 15.9 g/t gold and 275 g/t silver over 0.75 meters and 8.7 g/t gold, 181 g/t silver, 3% copper and 9% zinc over 1 meter. No modern exploration has been carried out at the project, providing significant exploration upside and multiple drill targets.

 

The Company plans to conduct a detailed mapping and sampling program at both projects at surface exposures and in accessible workings.  A drill program is planned for Silver King, with about 1,000 meters initially. The Silver King drill program is designed to test the mineralized body at four elevations as well as lateral to the pipelike body. De-watering of the Silver King shaft to gain access to the upper levels may also be undertaken as submersible pumps are in place.

 

"This is a fabulous opportunity for the Company. Both projects are high-grade and are easily accessible and may be associated with porphyry copper mineralization. We also look forward to evaluating the potential for antimony at Silver King. We're excited to begin exploration immediately to test the Silver King's pipelike mineralized body at multiple depths and laterally," said Dr. Craig Gibson , Chief Exploration Officer. "This region is world-class for porphyry systems and base and precious metals, and we believe these mines have significant untapped potential."

 

    
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Location of the Company's projects withing the Arizona Copper Belt

 

    
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Land map of the Silver King mine.

 

    
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Drone view of the Silver King mine.

 

     

 

The Silver King mine in the late 1800's.

 

    
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Small scale mining in the upper levels of the Silver King mine in the late 1990's.

 

  Deal description  

 

Prismo has the option to acquire a 100% interest in both the Silver King and Ripsey mines. Prismo can earn a 100% interest in the Ripsey mine by issuing one million shares to the Optionor, paying the Optionor US $10,000 within six months of the signing of the option agreement (the " Effective Date "), US $10,000 on each anniversary of the Effective Date and US $1 million to the Optionor within five years of the Effective Date. Prismo does not have minimum work commitments as part of the Ripsey option agreement.

 

Regarding the Silver King mine, Prismo can acquire a 100% interest in three stages. Prismo must issue one million shares to the Optionor, pay the Optionor US $10,000 within six months of the Effective Date, and US $10,000 on each anniversary of the Effective Date. To earn a first 50% interest, Prismo must incur no less than US $500,000 in expenditures on or before the first anniversary of the Effective Date, incur no less than an additional US $2.5 million expenditures on or before the third anniversary of the Effective Date and issue to the Optionor two million shares. Prismo can acquire an additional 30% interest by incurring no less than an additional US $3 million in expenditures, paying the Optionor US $1 million and issuing to the Optionor two million shares before the fifth anniversary of the Effective Date. Prismo can elect to form a joint venture at anytime after earning it initial 50% interest. The option agreement and joint venture agreement terms and conditions contain standard buyout and dilution terms regarding the final 20% interest.

 

  Private Placement  

 

Prismo is also pleased to announce a non-brokered private placement (the " Private Placement ") of five million units of the Company (" Units ") at an issue price of $0.05 per Unit for minimum gross proceeds of $250,000. Each Unit will consist of one common share in the capital of the Company (a " Share ") and one-half of one common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant will entitle the holder to purchase one Share for a period of twenty-four (24) months from the date of issue at an exercise price of $0.10.

 

The Private Placement will also be made available to existing shareholders of the Company who, as of the close of business on July 1st, 2025, held Shares (and who continue to hold such Shares as of the closing date of the Private Placement), pursuant to the existing securityholder exemption set out in BC Instrument 45-534 – Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders (the " Existing Securityholder Exemption "). The Existing Securityholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Securityholder Exemption exceeding the maximum amount of the Private Placement, the Company intends to adjust the subscriptions received on a pro-rata basis.

 

The Units issued pursuant to the Private Placement and the Existing Securityholder Exemption will be subject to a four-month hold period from the closing date of the Private Placement under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.  

 

  The Company intends to use the net proceeds of the Private Placement for general corporate purposes. The Company may pay finder's fees to eligible finders in connection with the Private   Placement, subject to compliance with applicable securities laws and Canadian Securities Exchange policies.  

 

  The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.  

 

  Debt Settlements  

 

  Prismo also announces that it has entered into debt settlement agreements (the "   Settlement Agreements   ") with certain creditors of the Company (the "   Creditors   ") pursuant to which the Company agreed to issue to the Creditors, and the Creditors agreed to accept, an aggregate of 160,000  shares of the Company (each, a "   Share   ") in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $11,000 (the "   Debt Settlement   ").   All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.  

 

  Share and Warrants Issuance  

 

  A private company dealing at arms' length with Prismo, its officers and directors, had certain rights into the Silver King and Ripsey mines ("   PrivateCo   "). In consideration for PrivateCo relinquishing its rights in the Silver King and Ripsey mines in favor of the Company, Prismo has agreed, subject to regulatory approval, to issue PrivateCo five million units (the "   Units   "). Each Unit is comprised of one common share (a "   Share   ") and one share purchase warrant (a "   Warrant   "). The Shares will become free trading as to 25% every six months from the Effective Date. Two million of the Warrants will be exercisable at $0.10 ("   First Tranche   ") and three million Warrants will be exercisable at $0.15 ("   Second Tranche   "), all for a period of three years. The shares from the exercise of the Warrants will become free trading as to 25% every six months from the Effective Date. In addition, the exercise of the First Tranche is conditional on Prismo having raised $1.5 million from parties introduced to Prismo by the principals of PrivateCo and the exercise of the Second Tranche is conditional on Prismo having raised $3.0 million from parties introduced to Prismo by the principals of PrivateCo.  

 

  Qualified Person  

 

   Dr. Craig Gibson, PhD., CPG., a Qualified Person as defined by NI-43-01 regulations and Chief Exploration Officer and a director of the Company, has reviewed and approved the technical disclosures in this news release. Other than the sampling conducted by Dr. Craig Gibson as indicated herein, the data presented in this press release was obtained from public sources, should be considered incomplete and is not qualified under NI 43-101, but is believed to be accurate. The Company has not verified the historical data presented and it cannot be relied upon, and it is being used solely to aid in exploration plans.   

 

  1)     https://resolutioncopper.com/about-us/    

 

  2)   Galbraith, F, 1935, Geology of the Silver King area, Superior, Arizona, Univ. of Arizona thesis, 153p plus plates.  

 

  3)   Blake, W.P., 1883, Description of the Silver King Mine, Arizona, New Haven, 48p plus plates.  

 

  About Prismo Metals Inc.  

 

  Prismo (CSE: PRIZ) is a mining exploration company focused on advancing its Hot Breccia copper project in Arizona and its Palos Verdes silver project in Mexico.  

 

  Please follow @PrismoMetals on   ,   ,   ,    Instagram    , and  

 

  Prismo Metals Inc. ,   1100 - 1111 Melville St., Vancouver, British Columbia V6E 3V6  

 

  Contact:  

 

  Alain Lambert, Chief Executive Officer    alain.lambert@prismometals.com   

 

  Gordon Aldcorn, President    gordon.aldcorn@prismometals.com   

 

  Cautionary Note Regarding Forward-Looking Information  

 

  This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the timing, costs and results of drilling at Hot Breccia.  

 

  These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain appropriate funding to finance the exploration program at Silver King and Ripsey. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the ability to raise capital to fund exploration and the timing of such exploration.  

 

  Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements 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 statements and forward-   looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.  

 

  NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
 

 

Copyright (c) 2025 TheNewswire - All rights reserved.

 

 

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