VANCOUVER, BC / CRWEPRESSRELEASE / August 24, 2015 / Altiplano Minerals Ltd. (CVE:APN) (“APN” or the “Company“) announces that it has entered into a binding arm’s length letter agreement (the “Agreement“) to acquire all of the issued and outstanding shares of Demetra Minerals Inc. (“DMI“). DMI is incorporated under the laws of British Columbia, and beneficially owns all of the shares of Demetra Minerals S.A. (“DSA“), an Argentina corporation, which holds a mining lease for a gypsum (calcium sulphate) deposit known as the Ana Sofia property, located in Santiago del Estero Province, approximately 54 km from Santiago City and approximately 1,100 km northwest from Buenos Aires (the “Property“). DMI has no material debt, and only trade creditors in the ordinary course of business.
The Agreement provides for the Company (or alternatively, DMI) to raise up to $2 million prior to the Acquisition, pursuant to private placement financings of debt or equity, or some combination of both (the “Financings“). The Company will then advance of up to $1.5 million to DMI with interest at 12% per annum (the “Facility“), upon typical commercial security arrangements. It is anticipated that the Facility will provide the required project funding to permit the ongoing development of the Property.
Pursuant to the Agreement, the Company intends to acquire all of the issued and outstanding shares of DMI (the “Acquisition“) by way of an amalgamation of DMI with a new BC subsidiary of the Company (yet to be incorporated), in exchange for new shares of the Company. DMI currently has 40,031,556 common shares issued and outstanding. Prior to the Acquisition, DMI will undergo a 2:1 share consolidation and 8,400,000 post-consolidation shares held by principals of DMI will be converted into special warrants of DMI with performance thresholds based on future earnings. The post-consolidation shares of DMI and issued special warrants will then be exchanged for shares and special warrants of the Company on a one-for-one basis (i.e., about 11.6 million shares of APN, plus 8.4 million special warrants of APN). The special warrants of the Company will permit the conversion into shares of APN of: (i) 25% of the original number of special warrants when the Property has achieved the first shipment of calcium sulphate; (ii) another 25% of the original number of special warrants when total cumulative revenues of the Company are $5 million; (iii) another 25% of the original number of special warrants when total cumulative revenues of the Company are $10 million (including the initial $5 million in revenues); and (iv) the final 25% of the original number of special warrants when total cumulative revenues of the Company are $20 million (including the initial $10 million in revenues).
One principal of DMI, Gregg Jensen, will be appointed as a new director and the Chief Operating Officer of the Company, upon completion of the Acquisition.
The Acquisition is subject to the delivery of a satisfactory NI 43-101 report on the Property, audited financial statements of DMI, formal documentation, approval of the shareholders of DMI to the amalgamation, approval of the directors of the Company, and the acceptance of the TSX Venture Exchange, among other conditions. The Facility is subject to the completion of the Financings and the acceptance of the TSX Venture Exchange, among other conditions. There can be no assurance that the proposed Acquisition will be concluded.
Altiplano Minerals Ltd. (APN: TSX-V) is a mineral exploration company focused on evaluating and acquiring projects with significant potential for advancement from discovery through to production, in Canada and abroad. Management has a substantial record of success in capitalizing opportunity, overcoming challenges and building shareholder value. Additional information concerning Altiplano can be found on its website at www.altiplanominerals.com.
ON BEHALF OF THE BOARD
/s/ “John Williamson”
President and CEO
Tel: (780) 437-6624
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 release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address exploration drilling, exploitation activities and events or developments that the company expects are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available atwww.sedar.com.
SOURCE:Altiplano Minerals Ltd.