VANCOUVER, BC, Feb. 11,
2025 /CNW/ - Golden Arrow Resources
Corporation (TSXV: GRG) (FSE: G6A) (OTCQB: GARWF),
("Golden Arrow" or the
"Company") is pleased to announce that the Company and
Mogotes Metals Inc. ("Mogotes Metals") have agreed to amend
(the "Amending Agreement") the previously announced option
on the Mogote Copper-Gold Project, in San Juan Province,
Argentina (the "Project").
The Amending Agreement grants Mogotes Metals an option to acquire a
100% interest in the Project (the "Amended Option") in
exchange for CAD$1 million in a
combination of cash and a private placement into the Company, plus
a substantial equity interest in Mogotes Metals and a 1.5% net
smelter returns royalty ("NSR") on the Project. To date
under the previous option, Mogotes Metals has completed the
minimum exploration expenditures at the Project.
Nikolaos Cacos, Golden Arrow's Vice President Corporate
Development commented, "We are very pleased to further monetize
our Mogote Project in a way that increases both the short-term
value and long-term potential returns. We will be able to deploy
the cash assets to advance exploration at our active projects in
Argentina and Chile, particularly the exciting San Pietro
copper-gold-iron-cobalt project where an initial mineral resource
estimate is currently being completed. At the same time, we retain
strong upside potential from the NSR, and the interest in
Mogotes Metals who will continue exploring in this
highly-prospective district adjacent to the prolific Filo del Sol copper-gold-silver trend."
Golden Arrow is also pleased to
report that Hanaq Argentina S.A. ("Hanaq") has secured
permits and commenced diamond drilling at the Company's Caballos
Copper-Gold Project in La Rioja Province, Argentina, under the terms of the option
agreement announced on March 9, 2021.
The project is in a porphyry copper-gold and epithermal gold-silver
district at the intersection between the south end of the Maricunga
Copper-Gold Belt with the northern extent of the El Indio
Gold-Silver Belt, approximately 23 kilometres north of Lundin
Mining's Josemaria Project. This is the first time that the
prospective targets at the property have been drill tested. The
initial program is expected to include 3 holes totaling
approximately 1,000 metres. [Proximity to a mineral
resource, deposit, or mine does not indicate that mineralization
will occur on Golden Arrow's
property, and if mineralization does occur, that it will occur in
sufficient quantity or grade that would result in an economic
extraction scenario.]
Brian McEwen, Golden Arrow VP Exploration and Development
stated, "We are pleased to see advanced exploration permitting
and drilling at Caballos, which reflects the recent positive shift
in support for exploration from the authorities in La Rioja. Our
strategy of optioning non-core assets like Mogote and Caballos
is starting bear fruit, and we look forward to a productive year
ahead from our joint-venture partners as well as at our own
portfolio of core exploration prospects in Argentina."
Mogotes Metals Amending Agreement Details
To exercise the Amended Option:
- Mogotes Metals will pay $550,000
in cash to the Company on the date (the "Initial Closing
Date") that is five days following the TSX Venture Exchange's
(the "TSXV") conditional approval of the transactions
contemplated by the Amending Agreement (together, the
"Transaction");
- Mogotes Metals shall purchase such number of units of Company
(each, a "Unit") on the Initial Closing Date through an
investment (the "Investment") of $450,000 in Company by way of a private placement
financing at a price equal to the greater of (i) $0.05 per Unit and (ii) the maximum discounted
price for the Units acceptable under the rules and policies of the
TSXV, with each Unit consisting of one common share in the capital
of Company (each, a "Share") and one warrant of the Company
(each, a "Warrant") for gross proceeds of $450,000. Each Warrant will entitle the holder to
purchase one Share (each, a "Warrant Share") at an exercise
price of $0.08 per Warrant Share for
a period of three years from the date of issuance (the "Private
Placement");
- Mogotes Metals will issue common shares of Mogotes Metals
(each, an "Option Share") to the Company as follows:
- 10,714,285 Option Shares on the Initial Closing Date; and
- such number of additional Option Shares (the "Deferred
Option Shares") having a value of $1,500,000 (the "Final Amount") to be
issued on or before the first anniversary of the Initial Closing
Date (such date being, the "Final Closing Date") determined
in accordance with the Amending Agreement, provided that, Mogotes
Metals may satisfy this obligation by paying the Final Amount in
cash to GRG on the Final Closing Date, in lieu of the Deferred
Option Shares; and
- Mogotes Metals will grant to the Company on the Final Closing
Date a 1.5% net smelter returns royalty in respect of the
Project.
Pursuant to the Amending Agreement, the Company agrees not to
transfer the Option Shares (the "Lock-up"), without the
prior consent of Mogotes Metals, until such shares are released in
accordance with the following schedule:
- on the date that is six months following the Final Closing
Date, fifty percent (50%) of the Option Shares will be released
from the Lock-up; and
- the remaining fifty percent (50%) of the Option Shares will be
released from the Lock-up in equal monthly installments over the
subsequent six-month period, such that all Option Shares will be
fully released from the Lock-up on the 12-month anniversary of the
Final Closing Date.
In the event Mogotes Metals does not issue the Deferred Option
Shares (or pay the Final Amount in cash) to the Company by the
first anniversary of the Initial Closing Date (the "Option
Deadline"), and provided Mogotes Metals has satisfied its other
obligations under the Amending Agreement, Mogotes Metals will
acquire an 80% interest in the Project as of the Option Deadline
and the terms of the previously announced earn-in agreement will
otherwise remain in effect.
Completion of the Transaction, including the Private Placement
and the issuance of the Option Shares by Mogotes Metals, is subject
to the approval of the TSXV.
About Golden Arrow:
Golden Arrow is a mining
exploration company with a successful track record of creating
value by making precious and base metal discoveries and advancing
them into exceptional deposits.
Golden Arrow is actively
exploring its flagship property, the advanced San Pietro
copper-gold-iron-cobalt project in Chile, and a portfolio that includes nearly
125,000 hectares of prospective properties in Argentina.
The Company is a member of the Grosso Group, a resource
management group that has pioneered exploration in Argentina since 1993.
ON BEHALF OF THE BOARD
"Joseph Grosso"
_______________________________
Mr. Joseph Grosso,
Executive Chairman, President and CEO
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
This news release may contain forward-looking statements.
Forward-looking statements address future events and conditions and
therefore involve inherent risks and uncertainties. All statements,
other than statements of historical fact, that address activities,
events or developments the Company believes, expects or anticipates
will or may occur in the future, including, without limitation,
statements about the terms of the Amending Agreement, the exercise
of the Amended Option and the timing thereof, the TSXV's approval
of the Transaction; the gross proceeds under the Private Placement,
the Company's plans for its mineral properties; the Company's
business strategy, plans and outlooks; the future financial or
operating performance of the Company are forward-looking
statements.
Forward-looking statements are subject to a number of risks
and uncertainties that may cause the actual results of the Company
to differ materially from those discussed in the forward-looking
statements and, even if such actual results are realized or
substantially realized, there can be no assurance that they will
have the expected consequences to, or effects on, the Company.
Factors that could cause actual results or events to differ
materially from current expectations include, among other things:
risks and uncertainties related to the ability to obtain, amend, or
maintain licenses, permits, or surface rights; risks associated
with obtaining necessary regulatory approvals (including the TSXV's
approval); risks associated with technical difficulties in
connection with mining activities; and the possibility that future
exploration, development or mining results will not be consistent
with the Company's expectations. Actual results may differ
materially from those currently anticipated in such statements.
Readers are encouraged to refer to the Company's public disclosure
documents for a more detailed discussion of factors that may impact
expected future results. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, unless
required pursuant to applicable laws.
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SOURCE Golden Arrow Resources Corporation
