Denarius Metals Corp. ("Denarius" or "the Company") (TSXV: DSLV; OTCQB: DNRSF) is pleased to announce that it has signed a letter of intent for an option and joint-venture arrangement (the "Letter of Intent") with Europa Metals Ltd. ("Europa") (AIM: EUZ), pursuant to which Europa granted Denarius the right to acquire up to an 80% ownership interest in the Toral Zn-Pb-Ag Project (the "Toral Project"), Leon Province, Northern Spain in two stages (the "Proposed Transaction").
Serafino Iacono, Executive Chairman and CEO of Denarius, commented, " We are extremely pleased to have agreed the commercial parameters for this proposed farm-in transaction subject, inter alia, to definitive documentation which will enable Denarius to lead the development of this high-grade polymetallic project located in a well-mineralized historic mining area and proactive jurisdiction that also offers potential further exploration opportunities. The high-grade concentrates that could be produced at Toral in the future make this a unique opportunity for Denarius to seek to develop a high-quality base metal project in the heart of western Europe."
"Surging demand from industry, combined with increasing geopolitical risks, have served to increase raw metals prices over the last year. The production capacity to service the European automotive and lead-acid battery industry is declining and there is an urgent need to develop safer and more sustainable alternative raw material supply systems in the region. The Proposed Transaction could also provide future strategic synergy with our wholly owned Lomero-Poyatos polymetallic project in respect of the commercialization of concentrates from both potential future operations".
The Proposed Transaction is subject, inter alia, to confirmatory due diligence by Denarius, the finalization and entering into of definitive documentation (the "Definitive Agreement") and Europa receiving all requisite shareholder and regulatory approvals, as appropriate.
The Toral Project is located approximately 400 km or 4 hours' drive northwest of Madrid in the province of León, within the autonomous region of Castilla-Leon. The Project area is situated within the administrative subdivision of El Bierzo, the capital of which is the city of Ponferrada, approximately 30 km east of the project area by road. The Toral exploration license 15.199, referred to as a Permiso de Investigacion (the "Permit"), covers an area of 20.29 km². The Toral Project is located next to a main highway and is very well connected to several industrial ports in northern Spain as well as a major zinc smelter in the Asturias region.
The Toral Project is a carbonate hosted, Mississippi Valley Type ("MVT") Zn-Pb-Ag deposit situated along the contact between middle Cambrian aged slates in the footwall and upper Cambrian aged limestone and dolomite host rocks in the hanging wall. The mineralization is continuous along the contact and has been tested by drilling over at least 1.7 km strike length. It remains open along strike and down dip.
Mineral Resource Estimate for the Toral Project
Europa published an updated JORC 2012 compliant Mineral Resource Estimate for the Toral Project in 2021, prepared by Addison Mining Services Ltd ("Addison"), with an effective date of September 14, 2021, comprising:
- An Indicated resource of approximately 5.9 million metric tons (Mt) at 7.1% Zn Equivalent (including Pb credits) ("Zn Eq") or 7.8% Zn Equivalent (including Pb and Ag credits ("Zn Eq(PbAg)"), grading 4.2% Zn, 3.3% Pb and 27 g/t Ag, containing:
- 251,000 tonnes of Zn, 196,000 tonnes of Pb and 5.2 million ounces of Ag.
- An Inferred resource of approximately 14 Mt at 6.0% Zn Eq or 6.5% Zn Eq(PbAg), grading 3.8% Zn, 2.5% Pb and 20 g/t Ag, containing:
- 540,000 tonnes of Zn, 350,000 tonnes of Pb and 9 million ounces of Ag.
Scientific and technical information about the Toral Project is summarized, derived or extracted from the Toral Technical Report titled " Updated JORC 2012 Technical Report and Resource Estimate for the Europa Metals Toral Pb-Zn Project, Leon, Spain " prepared by Addison for Europa dated October 20, 2021 and with an effective date of September 14, 2021. The Toral Technical Report was prepared to the standards of the 2012 JORC code by James Hogg MSc MAIG, Richard Siddle MSc MAIG, and Lewis Harvey MSc MAIG. The "Competent Person" pursuant to the 2012 JORC code is James Hogg. The JORC code is an acceptable foreign code as defined by NI 43-101.
Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Mineral resources for the Toral Project are reported at a 4.0% Zn equivalent cut-off grade (including Pb and Ag credits) ("Zn Eq (PbAg)"). Zn equivalent calculations were based on 3-year trailing average price statistics obtained from the London Metal Exchange and London Bullion Market Association giving an average Zn price of US$2,516/t, Pb price of US$1,961/t and Ag price of US$19.4/oz. Recovery and selling factors were incorporated into the calculation of Zn Eq values. It is the opinion of Addison that all the metals included in the metal equivalents calculation (zinc, lead and silver) have a reasonable potential to be recovered and sold. According to the JORC code, Zn Eq (PbAg)% is the calculated Zn equivalent incorporating silver credits as well as lead and is the parameter used to define the cut-off grade used for reporting resources (Zn Eq (PbAg)% = Zn + Pb*0.867 + Ag*0.027). Zn Eq is the calculated Zn equivalent using lead credits and does not include silver credits (Zn Eq = Zn + Pb*0.867). All figures are rounded to reflect the relative accuracy of the estimate.
Metallurgical testing undertaken by Wardell Armstrong International in 2020 culminated in a locked cycle test which achieved 77.0% zinc recovery to a zinc concentrate grading 59.1% Zn. A separate lead and silver concentrate with recoveries of 83.7% and 87.1%, respectively, was obtained with grades of 60.2% Pb and 1,350 ppm Ag.
Description of the Transaction
The transaction involves the formation of an unincorporated joint-venture between Denarius and Europa for the development of the Toral Project, which will include the Permit and the incorporation of a certain other nearby mineral license when it is approved by the Junta of Castilla and Leon (the "Junta"),the local mining authority. The transaction will be completed in two phases and be subject to certain conditions precedent, as described below.
The Definitive Agreement will include an option for the acquisition of a 51% interest in the Toral Project by way of a farm-in by Denarius or its designee, from Europa Metals Iberia S.L. ("EMI"), a wholly owned Spanish subsidiary of Europa, which owns the Permit (the "First Option").
In order to exercise the First Option and acquire a 51% interest in the Toral Project: (i) Denarius and Europa shall agree on a work program and budget, and (ii) Denarius will fund a minimum of US$4,000,000 (including US$100,000 to be paid on execution of the Definitive Agreement and US$550,000 to be advanced to Europa on completion of a financing by Denarius, which is expected to be concluded by March 31, 2023) towards:
- a 6-month due diligence twin drilling project of up to 2,000 meters to confirm mineralization and grades and allow Denarius to obtain cores from the mineral resource wireframes; and
- the completion of a Pre-Feasibility Study for the Toral Project to be presented to the Junta (the "Pre-Feasibility Study"). Notwithstanding the foregoing, Europa and Denarius understand that a Pre-feasibility Study on the Toral Project, acceptable to the Junta, must be presented before the end of October 2023 to comply with the obligations under the Permit.
The disbursement of the remaining amounts to exercise the First Option (a minimum of US$3,350,000), will be contingent on the effective incorporation of a certain other mineral permit to the Toral Project (the "Permit Condition Precedent"). Denarius will have the right to terminate the joint-venture if (i) Europa is unable to secure the certain nearby mineral rights within the 18-month period following the date of execution of the Definitive Agreement or (ii) results of the due diligence twin drilling project finds significant assay discrepancies with the values previously reported by Europa.
The Definitive Agreement will include an option (the "Second Option") for the acquisition by Denarius or its designee, from EMI of an additional 29% interest in the Toral Project to take its interest in the Toral Project to 80% by (i) delivering the Pre-Feasibility Study demonstrating positive economic results over the enlarged Toral Project and (ii) making a cash payment of US$2,000,000 to Europa, within the 12-month period following the date of exercise of the First Option.
Qualified Persons Review
The technical information in this news release has been reviewed and approved by Stewart D. Redwood, BSc (Hons), PhD, FIMMM, FGS, who is a "Qualified Person" as defined under National Instrument 43-101.
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.
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, include but are not limited to: the execution of the Definitive Agreement; approval of the nearby mineral license by the Junta; the agreement of Denarius and Europe on a work program and budget; the ability of Denarius to disburse the minimum funding in order to exercise the First Option; completion of the Permit Condition Precedent; results of the due diligence twin projects; delivery of a positive Pre-Feasibility Study; the ability of Denarius to make the cash payment in order to exercise the Second Option; and those factors which 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.
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