LUCKY MINERALS ESTABLISHES A STRATEGIC FOOTHOLD IN THE HEART OF ECUADOR’S PROLIFIC MINERAL DISTRICT
Vancouver, B.C. February 20, 2018 – Lucky Minerals Inc. (TSX.V: LJ) (OTCQB: LKMNF) (FRA:8LM) (“Lucky” or the “Company”) is pleased to announce that it has entered into a binding letter of intent (“LOI”) with Monterra Resources S.A. (“Monterra”), a private company incorporated under the laws of Panama, to acquire 100% of Goldmindex S.A. (“Goldmindex”), a private Ecuadorian company, by way of a share exchange between Lucky and Monterra (the “Transaction”). Robert Rosner, Lucky Minerals’ CEO commented, “Lucky’s management and directors are excited to enter into this Transaction. It builds upon Lucky’s solid base in the core of the mineralized and intensely altered Emigrant Mining district in Montana, and adds a prospective land package in the heart of a prolific Ecuadorian mineral belt.” Commenting on behalf of Monterra, Monterra’s head of Corporate Affairs and International Investor Relations, Peter Nesveda, said, “Monterra Resources is very pleased to be working with Lucky Minerals and looks forward to the exploration of Monterra Resources’ substantial Fortuna concessions located near a number of significant gold and copper discoveries made during the last 20 years in Ecuador.”
Assets Being Acquired
Through the Transaction, Lucky is gaining Goldmindex’s 100% interest in a 54,985 hectare (550 km2) contiguous property position comprising 12 individual mineral concessions located 50 km south of Cuenca, the capital of Azuay province (the “Fortuna Property”). The Fortuna Property is accessible via the Pan American highway, secondary all-weather roads and a network of gravel roads, and has a readily available workforce nearby and a year-round operating season. There is a power transmission line within 10km and abundant water available to support exploration activities on the Fortuna Property.
The concessions that comprise the Fortuna Property are located within approximately 40km from numerous deposits with multi-million ounce gold resources, such as Lundin Gold’s Fruta Del Norte, China National Rail’s Mirador, and INV Metals’ Loma Larga. Figure 1 also includes the geographic location of Junefield Mining’s Rio Blanco, Gaby, and Lumina Gold’s Condor and Cangrejos properties.
Figure 1. District Map
The Fortuna Property concessions have not been drilled and have seen only limited prospecting and sampling work to date. However, the work that has been done has confirmed a very favorable geological setting and indicated, through a NI 43-101 technical report prepared for Monterra, by Apex Geoscience Ltd., dated April 11, 2017 (the “Apex Report”), the existence of multiple mineralization styles, including high and low sulfidation epithermal veins, placers and paleoplacers, porphyry-style stockworks, and skarn replacements. The Apex Report suggests the Fortuna Property warrants an aggressive exploration program based on the known historic results within and around the Fortuna Property, recent geologic reconnaissance, along with the known favorable geology, alteration and structural setting.
Highly anomalous gold values have been identified over an extensive area in stream sediment, rock and non-systematic soil sampling, suggesting the presence of multiple gold and copper mineralizing systems and bulk tonnage targets. Several large caldera-like structures as big as 7km in diameter have been identified and are believed to be the source of large alluvial gold deposits previously developed in the vicinity.
A Landsat alteration interpretation identified 31 target areas within the concessions. One of the most explored targets at this time is Culebrillas and El Buitre, which expose oxidized copper occurrences, strong alteration and hydrothermal breccia outcrops, which is consistent with porphyry systems. It 202-905 W. Broadway Street, Vancouver, BC V5Z 4M3 | T: (866) 924-6484
has been reported that stream sediment samples taken from one concession returned up to 10,506 parts per billion of gold (10.5 g/t). Several clusters of high gold counts were found in 8 stream heavy mineral panned concentrates in another concession.
João Carrêlo, Lucky’s Chairman, stated, “Ecuador is known for its great mineral potential and world-class deposits. We are pleased to be gaining access to such a large, well-located property with previous results such as these, and look forward to completing additional work to unlock its full potential.”
Key Transaction Details
The Transaction has been structured via a share exchange whereby Lucky will issue 16 million of its common shares (“Lucky Shares”) to Monterra in return for its entire position in Goldmindex. The Lucky Shares will be subject to escrow conditions, allowing for their gradual release over an agreed upon period of 36 months from the closing of the Transaction.
The LOI allows Lucky and its representatives to complete due diligence on Goldmindex and Monterra until February 28, 2018 (the “Due Diligence Period”), with the intention of the parties to enter into a definitive agreement (the “Definitive Agreement”) on or before March 5, 2018. The parties intend to close the Transaction as soon as practicable following the satisfaction or waiver of all conditions contained within the Definitive Agreement. The Transaction will be subject to approval of the TSX Venture Exchange.
Initial and Second Loans
Under the terms of the LOI, Lucky has agreed to advance to Goldmindex the amount of US$253,000 (the “Initial Loan”) to be used to honor immediate concession payment obligations and ensure that all 12 concessions comprising the Fortuna Property are in good standing. The Initial Loan will be fully secured by way of a pledge to be granted on the shares of Goldmindex to the benefit of Lucky. If, during the Due Diligence Period, Lucky should decide not to complete the Transaction, Goldmindex will have 45 days from the date Lucky has given formal notice to repay the Initial Loan.
Lucky has also agreed to advance to Goldmindex, an amount of US$531,000 (the “Second Loan”) to be used to pay 2018 license renewals for all 12 concessions comprising the Fortuna Property.
Each of these loans will not be advanced until Lucky has received official confirmation by the relevant governmental bodies that, upon making the necessary payments, the 12 concessions comprising the Fortuna property will be in good standing and free of all liens, charges and encumbrances.
Lucky Deal Protections
For 120 days following the execution of the LOI, Monterra has agreed to enter into a lock-up with Lucky and break-up fee conditions whereby it will not solicit alternative proposals with respect to its Goldmindex position and, should it unilaterally decide not to pursue the Transaction with Lucky for whatever reason, Monterra agrees to pay a break-up fee of US$2.5M to Lucky if the Initial Loan has been advanced, or US$5M if the Second Loan has been advanced.
The Apex Report recommended that the next phase of exploration of the Fortuna Property should consist of additional regional reconnaissance and rock, soil, stream sediment and trench/channel sampling, at an initial budget of US$500,000. Lucky personnel are undertaking a review of all prior work undertaken at the Fortuna Property, and subsequent to closing of the Transaction will make a recommendation of the work to be completed. 202-905 W. Broadway Street, Vancouver, BC V5Z 4M3 | T: (866) 924-6484
About Lucky Minerals:
Lucky Minerals Inc.’s strategy is to acquire and advance property interests located in mineral districts proven to have world class potential, primarily for gold and copper. Lucky’s Emigrant Project is focused on the exploration and development of several targets located in the core of the mineralized and intensely altered Emigrant Mining District, South-central Montana. Lucky’s shares trade on the TSX Venture Exchange under the trading symbol “LJ”, through the OTCQB under the symbol “LKMNF” and on the Frankfurt Stock Exchange under the symbol “8LM”.
ON BEHALF OF THE BOARD
Chief Executive Officer
Contact Information: For more information please contact Robert Rosner at (866) 924-6484 or firstname.lastname@example.org.
Shaun Dykes, M.Sc. (Eng); P.Geo (#20044), is a non-independent Qualified Person as defined in NI 43-101, who is responsible for the review of all scientific and technical information contained in this press release.
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.