Strategic Alliance Highlights
- Laurion has the right to select a maximum of five Ni-Cu-PGE targets
within the LAGXL Area from Geoinformatics (GXL) prioritized high
potential target list, derived from GXL's comprehensive proprietary
scientific assessment tools.
- The LAGXL Area encompasses the southwest portion of the Canadian
Superior Craton of the Mid Continent Rift;
- The Mid Continent Rift is a major NE-SW trending, approximately
1500 km long rift zone which lies across North America and hosts a
string of the active world-class Ni-Cu and/or PGE deposits. The LAGXL
area of interest includes mafic to ultramafic intrusive rocks
associated with the Proterozoic age.
- Primary targets are Cu-Ni-PGE mineralization within the Duluth
Complex in Minnesota and northwestern Ontario, and similar mafic to
ultramafic layered complexes along the southern margin of the Abitibi
Greenstone Belt. Known deposits of this type include the huge
NorthMet Project (containing 810 Mt @ 0.43% Cu, 0.11% Ni,
0.12 g/t Pt, 0.44 g/t Pd, 0.06 g/t Au and 1.5 g/t Ag); the Great
Lakes Nickel deposit near Thunder Bay (45.6 Mt @ 0.183% Ni and
0.344% Cu); and recently discovered PGE-rich mineralization hosted by
the East Bull Lake Gabbro and the River Valley Gabbro near Sudbury
and North Bay, Ontario.
- Laurion will fund all acquisition costs and make a $100,000 cash
payment to GXL to gain a 51%-interest in the selected targets;
- Laurion will spend $1.25 million per year for five years to maintain
its 51% interest;
- GXL will provide technical expertise, management of exploration
programs and replacement targets to maintain the number of targets at
- The Agreement is conditional upon Laurion raising a minimum of
$1.9 million and Exchange approval.
TORONTO, April 3 /CNW/ - Laurion Mineral Exploration Inc. (TSXV: LME)
today announced that it has executed a definitive strategic alliance agreement
(the "Laurion/GXL Agreement") with Geoinformatics Exploration Inc. (TSXV: GXL)
and certain of its affiliates (collectively "Geoinformatics"). The Laurion/GXL
Agreement formalizes the Letter of Intent that Laurion entered into with
Geoinformatics which was previously announced on August 29, 2006. The
strategic alliance contemplates the exploration of properties targeted by
Geoinformatics in an area consisting of the southwest portion of the Canadian
Superior Craton (the "LAGXL Area") that extends from Minnesota through
Michigan and Wisconsin, USA, into eastern Manitoba, southern Ontario and
Western Quebec, Canada, all considered to be part of the Mid-Continent Rift
(certain areas excluded).
The Laurion/GXL Agreement
Pursuant to an agreement dated July 1, 2003, between Geoinformatics and
Anglo American Exploration (Canada) Ltd., Geoinformatics has been using its
proprietary scientific platform, which integrates data aggregation, data
mining and three-dimensional modeling, to identify and prioritize exploration
drill targets in an area defined in the Anglo Agreement as the "Anglo Area"
resulting in a bank of ranked and prioritized targets ("the GXL Target Bank")
for both base and precious metal ore bodies.
Pursuant to the Anglo Agreement, Anglo American has the first right to
select targets that meet its corporate criteria for exploration. The
Laurion/GXL Agreement provides that Laurion has a subsequent right to explore
a maximum of five targets from the GXL Target Bank, and that Laurion and
Geoinformatics will work together at acquiring and exploring such targets.
In addition, pursuant to an agreement between Kennecott Exploration
Company and Geoinformatics dated March 1, 2006, certain lands in the LAGXL
Area could be subject to this Kennecott Agreement providing Kennecott with
certain back-in rights and royalty rights.
With respect to the acquisition and exploration of target properties, the
Laurion/GXL Agreement provides that Laurion has the right to select up to five
targets in the LAGXL Area within the Anglo Area on or before April 20, 2007
(the "Alliance Targets") and Geoinformatics will provide geological and
exploration management related thereto, the cost of which will be borne by
Laurion. Upon selection, Laurion and Geoinformatics will assess the merits of
acquiring the rights to each Alliance Target, and if approved by both parties,
Geoinformatics will use its commercially reasonable best efforts to stake
claims, or obtain the interest from the holders thereof, of the Alliance
Targets. If the parties decide it is not commercially reasonable to acquire
the rights to any Alliance Target, Laurion has the right to drop such Alliance
Targets and replace them. Title to each Alliance Target shall be held as to
51% by Laurion and 49% by Geoinformatics.
To maintain its 51% interest in each Alliance Target, Laurion must expend
an aggregate of $1.25 million per annum on all Alliance Targets until
April 20, 2012, and must complete a positive pre-feasibility study on the
relevant Alliance Target and maintain the relevant Alliance Target in good
standing. In addition, if on or before April 20, 2012, an Alliance Target has
been designated as an Advanced Target, Laurion must complete a positive
pre-feasibility study on such target on or before April 20, 2014. Advanced
Targets are those Alliance Targets that include an economic analysis of the
potential viability of the mineral resources taken before the completion of a
preliminary feasibility study. In addition, Laurion will have the option of
earning a further 9% interest in each Alliance Target (for an aggregate
interest of 60% interest) by completing a positive bankable feasibility study
relating to such target. Anglo American will retain back-in rights to all
Alliance Targets located in the Anglo Area and for those targets for which it
does not exercise its back-in rights; it will receive a net smelter royalty.
If any of the Alliance Targets are subject to the agreement between
Geoinformatics and Kennecott Exploration Company, Kennecott will retain a
back-in right, and for those targets that Kennecott does not exercise its
back-in rights, it will receive a net smelter royalty. For clarity, Alliance
Targets will be subject either to the Anglo American back-in right/royalty or
the Kennecott back-in right/royalty. Each of Laurion and Geoinformatics will
have a right of first refusal to acquire the interest held by the other party.
In the Laurion/GXL Agreement, remuneration from Laurion to Geoinformatics
consists of four components referred to as (a) the Cash Component, (b) the
Access Fee component, (c) the Project Fee component and (d) the Performance
Fee component. The Cash Component consisting of two payments of $50,000 has
already been paid.
The Access Fee will be in the amount of $100,000 and will be payable by
Laurion to Geoinformatics upon notice of the acquisition by Geoinformatics of
the initial mineral rights to the first Alliance Target selected by Laurion.
The Access Fee satisfied by the issuance of 1,000,000 in units of Laurion (the
"Project Access Units"), with, each Project Access Unit consisting of one
common share in the capital of Laurion (each a "LME Share") and one-half of
one common share purchase warrant (each whole warrant, a "Project Access
Warrant"), and having a deemed issuance price of $0.10 per Unit. Each Project
Access Warrant will be exercisable into one LME Share for two years from its
date of issuance upon payment of $0.10 per LME Share.
The Project Fee payable for each Alliance Target will be satisfied by the
issuance to Geoinformatics of 500,000 units of Laurion (the "Project Units"),
to be satisfied within five business days of the receipt of notice by Laurion
that Geoinformatics has acquired the first mineral rights to each the Alliance
Target. The Project Fee will be in the amount arrived at when 500,000 is
multiplied by the closing price of the LME Shares on the TSX Venture Exchange
(TSXV) on the trading day such notice is received by Laurion. The Project Fee
will also be payable in units (each a "Project Unit") of Laurion. Each Project
Unit will consist consisting of one LME Share and one-half of one common share
purchase warrant (each whole warrant, a "Project Warrant), and having a deemed
issuance price equal to the closing price (the "Project Unit Price"). Each
Project Warrant will be exercisable into one LME Share for three years from
its date of issuance upon payment of the Project Unit Price the exercise price
equal to the closing price of the LME Shares on the TSXV at the time that
notice for acquisition of the Alliance Target was given by Geoinformatics.
In order to provide Geoinformatics with a mechanism to participate in any
exploration success achieved as a result of the Laurion/GXL Agreement, Laurion
will also pay to Geoinformatics the Performance Fee. The Performance Fee will
be based on the number of ounces of gold (or gold metal equivalent) discovered
on each Alliance Target as verified by a third party technical report
multiplied by the twice closing price of LME Shares prior to the date that
Laurion receives notice from Geoinformatics of a "triggering event". A
triggering event occurs upon identification of the first one million ounces of
gold (or gold metal equivalent) on each Alliance Target and also occurs upon
identification of each incremental 500,000 ounces (to a maximum of
20,000,000 ounces) on each Alliance Target. To the extent permitted by
applicable regulatory authorities, the Performance Fee is to be paid by
Laurion to Geoinformatics in LME Shares based on the trading price as of the
date prior to the triggering event.
The Laurion/GXL Agreement is conditional upon, among other things, the
receipt of TSXV approval and Laurion completing a financing of at least
$1,900,000 on or before the later of April 30, 2007, or 15 business days after
Geoinformatics acquires the rights to the first Alliance Target.
Laurion Mineral Exploration Inc. is an early stage exploration specialist
company with projects in Timmins, Ontario. Laurion's exploration horizons
encompass not only gold, but also base metals and PGE's.
The TSX Venture Exchange has neither approved nor disapproved the
information contained herein and does not accept responsibility for the
adequacy or accuracy of this release.
For further information:
For further information: Laurion Mineral Exploration Inc., Cynthia Le
Sueur-Aquin, President, Tel: (705) 788-9186, Fax: (705) 788-9187, Website:
www.laurion.ca; CHF Investor Relations, www.chfir.com, Cathy Hume, CEO,
email@example.com; Barry Leung, Broker Relations Account Manager,
firstname.lastname@example.org, Tel: (416) 868-1079