GlobeNewswire•June 3, 2019
VANCOUVER, British Columbia, June 03, 2019 (GLOBE NEWSWIRE) — Wealth Minerals Ltd. (the “Company” or “Wealth”) – (TSXV: WML; OTCQX: WMLLF; SSE: WMLCL; Frankfurt: EJZN) announces that, further to its news releases dated December 4, 2018 and April 4, 2019, its wholly-owned subsidiary, Wealth Copper Ltd. (“Wealth Copper”) has entered into a definitive share purchase agreement (the “Share Purchase Agreement”) to acquire 100% of TriMetals Mining Inc.’s (“TMI”) interest in and to the mineral exploitation concessions and the mineral exploration concessions (the “Escalones Exploration Concessions”) and related assets and liabilities that comprise the Escalones copper-gold porphyry project (the “Escalones Project”).
Pursuant to the terms of the Share Purchase Agreement entered into among Wealth, Wealth Copper, TMI and Escalones Resource Corp. (a wholly-owned subsidiary of TMI), Wealth Copper will acquire a 100% interest in and to the Escalones Project covering an area of 161 km2 located 97 km southeast of Santiago, Chile (the “Escalones Transaction”). As consideration, Wealth Copper will deliver 25,000,000 common shares in its capital (each, a “Wealth Copper Share”) to TMI, make an aggregate of $1,000,000 in cash payments to TMI and grant to TMI a 2% net smelter returns royalty on the Escalones Exploration Concessions. The 25,000,000 Wealth Copper Shares held by TMI, together with the 25,000,000 shares held by Wealth, will collectively represent 100% of the issued and outstanding Wealth Copper Shares (a total of 50 million), excluding any Wealth Copper Shares issued in connection with the Concurrent Financing (as defined below). The closing of the Escalones Transaction is expected to take place on or before June 30, 2019.
Henk van Alphen, Wealth’s CEO, stated, “We are extremely pleased to be moving forward with the acquisition of the Escalones Property, which is expected to be one several Chilean copper projects in which Wealth will have an interest. Wealth continues to focus on its world class lithium projects. We are confident that this copper property acquisition will complement the company’s lithium assets and will allow Wealth to further develop its battery metal asset portfolio in Chile.”
Escalones Project Description
The Escalones Project is located 35 km east of El Teniente, one of the world’s largest underground copper mines and within the renowned Chilean porphyry copper belt that runs north-south in the central Andes Mountains.
The Escalones Project covers an area of 161 km2, of which (i) 46 km2 are covered by 19 exploitation concessions that are the subject of an option agreement between an indirect, wholly- owned subsidiary of TMI, TriMetals Mining Chile SCM (“TMI Chile”) and a third-party vendor for a 100% interest in and to the concessions and (ii) 115 km2 are covered by 40 exploration concessions, owned by TMI Chile. Upon the completion of the Escalones Transaction, Wealth Copper will own, indirectly, all of the issued and outstanding shares of TMI Chile.
The Escalones Project has excellent infrastructure, including road access, electricity, access to seaports, and a gas pipeline that crosses a 70 km2 portion of the property. The Escalones Project hosts a 4 km2 area of hydrothermal alteration with coincident geophysical anomalies that has demonstrated significant grades of copper, gold and silver in replacement-style skarn mineralization hosted in limestones and as porphyry-related mineralization. The exposed mineralization at the Escalones Project occurs in limestones and interbedded shales that have been intruded by andesite and dacite porphyry bodies, which are known to host ore at the El Teniente copper mine. Copper mineralization at the Escalones Project occurs primarily as chalcopyrite, bornite, covelline as well as copper oxides near surface. The hydrothermal alteration exposed at surface includes intense zones of quartz-sericite, potassic, and calc-silicate alteration assemblages.
The Going-Public Transaction
In connection with closing of the Escalones Transaction, Wealth Copper will have entered into a letter of intent with a TSXV listed issuer (“ListingCo”; and after the closing of the Going-Public Transaction, the “Resulting Issuer”) in respect of a reverse takeover transaction (the “Going-Public Transaction”), whereby ListingCo will acquire all of the issued and outstanding Wealth Copper Shares and continue the business of Wealth Copper in exchange for the issuance of common shares in the capital of ListingCo to the Wealth Copper shareholders on a one (1) for one (1) basis. It is also the intention of the parties that in connection with the Going-Public Transaction, private placement financings by either Wealth Copper and/or ListingCo will be completed in the aggregate amount of at least $5,000,000 (the “Concurrent Financing”). The parties have agreed that TMI’s ownership interest in the Resulting Issuer will not be less than 30% immediately after giving effect to the Going-Public Transaction and the Concurrent Financing and TMI has been granted the right to participate in certain future equity financings to allow TMI to maintain its pro rata ownership interest in the equity capital of the Resulting Issuer. In addition, each of TMI and Wealth will be granted the right to nominate one director to the board of directors of the Resulting Issuer for so long as it holds at least 20% of the issued and outstanding shares of the Resulting Issuer.
The Escalones Transaction is subject to certain conditions, including the completion of the Concurrent Financing, the execution of a letter of intent with ListingCo in respect of the Going Public Transaction and approvals of the Toronto Stock Exchange (the “TSX”) and TSXV, as applicable.
Keith J. Henderson, P.Geo, a qualified person as defined by NI 43-101, has reviewed the scientific and technical information that forms the basis for the technical disclosure in this news release. Mr. Henderson is not independent of the Company as he is a shareholder, a consultant to the Company and holds incentive stock options of the Company.
About Wealth Minerals Ltd.
Wealth is a mineral resource company with interests in Canada, Mexico, Peru and Chile. The Company’s main focus is the acquisition and development of lithium projects in South America. To date, the Company has positioned itself to develop the Atacama Project alongside existing producers in the prolific Atacama region, where the Company has a substantial licenses package. The Company has also positioned itself to play a role in asset consolidation in Chile with various lithium properties throughout the country.
Lithium market dynamics and a rapidly increasing metal price are the result of profound structural issues with the industry meeting anticipated future demand. Wealth is positioning itself to be a major beneficiary of this future mismatch of supply and demand. The Company also maintains and continues to evaluate a portfolio of precious and base metal exploration-stage projects.
For further details on the Company readers are referred to the Company’s website (www.wealthminerals.com) and its Canadian regulatory filings on SEDAR at www.sedar.com.
On Behalf of the Board of Directors of
WEALTH MINERALS LTD.
“Hendrik van Alphen”
Hendrik van Alphen
Chief Executive Officer
On May 12, 2018 and ending May 12, 2020 Liviakis Financial Communications, Inc. (LFC) was retained by Wealth Minerals LTD in various consulting capacities including strategic management planning, investor relations and other business development responsibilities. LFC is compensated $16K per month. Officers and employees of LFC will buy or sell shares in Wealth Minerals LTD prior, during or after this release. LFC advises Wealth Minerals LTD but does not provide investment advice. LFC is not a registered investment advisor or broker-dealer. All material provided regarding Wealth Minerals LTD including, but not limited to its history, corporate status, and other developments was prepared using information approved and signed off by Wealth Minerals LTD management as approved for public dissemination. Although the information contained herein is believed to be reliable, LFC makes no warranties as to the accuracy of the description of any of the content herein and accepts no liability for how readers may choose to utilize it.