January 15th, 2018 / TheNewswire / Vancouver, Canada - New Age Metals Inc. (TSX.V: NAM; OTCQB: PAWEF; FSE: P7J.F) is pleased to announce that it has signed the final agreement with Azincourt Energy Corp ("Azincourt") (TSX-V: AAZ). The agreement which is subject to regulatory approval allows for Azincourt to acquire up to a 50%, 60%, and or 100% interest in the 5 lithium projects, 3 of which are drill ready. The agreement is subject to NAMs 90-day option which allows NAM to enter into a Joint Venture agreement once Azincourt has reached 60%. If NAM exercises its option it would be required to fund a 40% interest in the joint venture.
Harry Barr, Chairman/CEO of New Age Metals stated:
"We are pleased to have the final agreement completed and partner with Azincourt Energy on our Lithium properties. This option joint venture allows the continued development of our Lithium projects and for management to focus on our 100% owned River Valley Project, located in the Sudbury mining district of Ontario, which is Canada's largest undeveloped primary PGM Deposit". (See Jan 11, 2018 Press Release)
Terms of the Final Agreement
Under the terms of the agreement, Azincourt has paid NAM $10,000 and further agrees to pay
the following to NAM for a 50% interest in the five projects.
1.Cash Payments to NAM
$50,000 on the closing date
$50,000 on or before 6 months from the closing date
$50,000 on or before the 1-year anniversary of the closing date; and
$50,000 on or before 18 months from the closing date
2.Stock Payments to NAM
250,000 shares of Azincourt within 10 days of the closing date
250,000 shares of Azincourt on or before the 1-year anniversary of the closing date
250,000 shares of Azincourt on or before the 2-year anniversary of the closing date
250,000 shares of Azincourt on or before the 3-year anniversary of the closing date
3.Project Exploration Expenditures
500,000 in year 1
600,000 on or before year 2
1,000,000 on or before year 3 (Total expenditures to earn 50% is $2.1 million)
Under the terms of the agreement Azincourt has agreed to pay NAM a 2% net smelter royalty return on each one of the five properties. The companies acknowledge the existing 1% royalty on lithium 1 to a cap of 250,000 Canadian dollars.
Option to earn 60%
At any time following the initial option being exercised Azincourt has the right to acquire an additional 10% in the properties as follows:
1.Stock Payments to NAM
1,000,000 shares of Azincourt delivered to NAM within 10 business days of committing to earn the additional 10% for a total of 60%.
2.Project Exploration Expenditures
An additional $750,000 on or before October 31st 2021. (Total expenditures to earn 60% is 2,850,000)
Option to earn 100%
Once Azincourt has earned their 60% it will provide a 90-day notice to NAM in regards to NAMs option to enter a joint venture agreement to fund 40% of the project. In the event NAM declines to exercise its option Azincourt has a final option to acquire 100% interest in the project by completing the following.
1.Stock Payments to NAM
1,000,000 shares of Azincourt delivered to NAM within 10 business days its commitment
2.Project Exploration Expenditures
An additional $1,000,000 on or before October 31st 2022. (Total expenditures to earn 100% is 3,850,000)
All securities issued in connection with the property option will be subject to a four-month-and one-day statutory hold period. The property option remains subject to a number of conditions, including negotiation of definitive agreements, approval of the TSX Venture Exchange, and such other conditions as are customary in transactions of this nature.
The agreement covers the Lithium One, Lithium Two, Lithman West, Lithman East and Lithman North projects. The land package included in this agreement represents one of the largest mineral claim holdings for Lithium Projects in the Winnipeg River Pegmatite Field with claims covering over 6000 hectares. This represents approximately 64 square kilometres of mineral claim coverage.
Figure 1: Projects Location Map
The Winnipeg River Pegmatite Field is host to numerous Lithium-rich Pegmatites in addition to the world-class Tanco Pegmatite, a highly fractionated lithium-cesium-tantalum (LCT) type pegmatite that has been mined at the Tanco Mine as an underground operation since 1969 for Tantalum, Spodumene (a lithium mineral) and cesium (Cs).
Three of the five projects are drill ready:
Lithium Two Project
- Field work in 2016 confirmed that the Eagle and FD5 Pegmatites contained spodumene at surface
- Highest grade surface samples from the Eagle Pegmatite returned 3.04% Li2O and 2.08% Li2O from the FD5
- The Eagle Pegmatite is ~1100 meters in length and up to 12 meters wide
- Historic drilling from 1947 defined 545,000 tonnes of 1.4% Li2O, drilled to a depth of 60 meters (non-compliant 43-101)
- Pegmatite is open to depth
- Adjacent to Quantum Minerals Corp (TSX.V: QMC) Cat Lake Lithium Project (aka Irgon Lithium Mine)
- Several drill ready targets
Lithium One Project
- Field work in 2016 sampled several historical Pegmatites
- Highest grade surface assay results were 4.33% Li2O and 0.04% Ta2O5 from the Silverleaf Pegmatite
- Several of the other Pegmatites in the project area yielded Lithium values from Lepidolite and Spodumene
- Approximately 40 Pegmatites are estimated to exist north of Greer Lake with around 100 to the south of the lake
- The Silverleaf Pegmatite was excavated for Spodumene in the 1920's, with surface exposure of 80 m X 45 m
- Several drill ready targets
Lithman West Project
- Historical rock and soil geochemical anomalies
- Anomalies have not been drill tested
- Drill ready
The Lithman West and East projects are adjacent to the Tanco Mine Mineral Leases.
The additional projects contained in this agreement, Lithman East (adjacent to Tanco) and Lithman North, represent prospective exploration areas that require additional ground work to determine drill targets.
About Azincourt Energy Corp
Azincourt Energy Corp. is a Canadian-based resource company specializing in the strategic acquisition, exploration and development of alternative energy/fuel projects, focusing on uranium, lithium, cobalt, and other critical energy & fuel elements.
ABOUT NAM'S PGM DIVISION
NAM's flagship project is its 100% owned River Valley PGM Project (NAM Website - River Valley Project) in the Sudbury Mining District of Northern Ontario (100 km east of Sudbury, Ontario). Presently the River Valley Project is Canada's largest primary undeveloped PGM deposit with Measured + Indicated resources of 91 million tonnes @ 0.58 g/t Palladium, 0.22 g/t Platinum, 0.04 g/t Gold, with a total metal grade of 1.28 g/t at a cut-off grade of 0.8 g/t PdEq for 2,463,000 ounces PGM plus Gold. This equates to 3,942,910 PdEq ounces. In the Northern portion of the project (Dana North), not including the new high-grade Pine Zone, there is 24 million tonnes @ 1.58 PdEq. The River Valley PGM-Copper-Nickel Sulphide mineralized zones remains open to expansion. The company has recently completed a drill program on the Pine and T3 Zones.
In 2016, the Company acquired the River Valley extension property from Mustang Minerals which added approximately 4 kilometres to the project's mineralized strike length to the southern portion of the intrusion.
On January 11th 2018 NAM management announced an aggressive 2018 exploration and development program on the River Valley project, which includes a large geophysical program, the updated 43-101 resource calculation, and a program to outline drill targets on the company's newly discovered foot wall zone. (see Jan 11, 2018 Press Release)
ABOUT NAM'S LITHIUM DIVISION
The Company has five pegmatite hosted Lithium Projects in the Winnipeg River Pegmatite Field, located in SE Manitoba. Three of the projects are drill ready. This Pegmatite Field hosts the world class Tanco Pegmatite that has been mined for Tantalum, Cesium and Spodumene (one of the primary Lithium ore minerals) in varying capacities, since 1969. NAM's Lithium Projects are strategically situated in this prolific Pegmatite Field. Presently, NAM is one of the largest mineral claim holders of Lithium Projects in the Winnipeg River Pegmatite Field and is seeking JV partners to further develop the company's Li division. On January 15th 2018, NAM announced an agreement with Azincourt Energy Corporation whereby Azincourt will commit up to $3.85 million dollars in exploration, up to 3 million shares of Azincourt stock to NAM, up to $210,000 in cash, and a 2% net smelter royalty on all 5 projects. Exploration plans for 2018 are currently in progress.
The contents contained herein that relate to Exploration Results or Mineral Resources is based on information compiled, reviewed or prepared by Carey Galeschuk, a consulting geoscientist for New Age Metals. Mr. Galeschuk is the Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical content of this news release.
On behalf of the Board of Directors
Harry G. Barr
Chairman and CEO
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.
Cautionary Note Regarding Forward Looking Statements: This release contains forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results and are based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-looking statements. In addition, forward-looking statements include statements in which the Company uses words such as "continue", "efforts", "expect", "believe", "anticipate", "confident", "intend", "strategy", "plan", "will", "estimate", "project", "goal", "target", "prospects", "optimistic" or similar expressions. These statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the Company's ability and continuation of efforts to timely and completely make available adequate current public information, additional or different regulatory and legal requirements and restrictions that may be imposed, and other factors as may be discussed in the documents filed by the Company on SEDAR (www.sedar.com), including the most recent reports that identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The Company does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should not place undue reliance on forward-looking statements.
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