Zenyatta Acquires 100% Ownership of 'Vein Type' Graphite Deposit from Cliffs Natural Resources
22 November 2012 - 12:57AM
Marketwired Canada
Zenyatta Ventures Ltd. ("Zenyatta" or "Company") (TSX VENTURE:ZEN) is pleased to
announce that the Company has reached an agreement with Cliffs Natural Resources
Exploration Canada Inc., an affiliate of Cliffs Natural Resources Inc.
(NYSE:CLF)(Paris:CLF) ("Cliffs"), for the acquisition of 100% of the Albany
graphite deposit.
Zenyatta has recently exercised its right and acquired an 80% interest in a
claim block (4F) by having spent $10 million on exploration over the last 2
years at the Albany project. The Company has now acquired Cliffs' remaining 20%
interest (total of 100%) in the claim block referred to as 4F, which holds the
Albany graphite deposit ("Block 4F Claims"). Pursuant to the terms of the
transaction, Zenyatta and Cliffs agree to the following with respect to the
Block 4F Claims:
a. Zenyatta will issue to Cliffs (or its designated affiliate) a total of
1,250,000 shares as follows: (i) 500,000 shares upon signing the
agreement; (ii) 250,000 shares to be issued upon completion of a pre-
feasibility study; and (iii) 500,000 shares to be issued upon completion
of a feasibility study; and
b. Zenyatta will grant Cliffs a net smelter return royalty of 0.75% on the
Block 4F Claims, of which 0.5% can be purchased at any time for
$500,000.
Aubrey Eveleigh, President and CEO of Zenyatta, stated "This transaction is of
strategic importance to our Company. We now own 100% of the Albany graphite
deposit and, more importantly, have eliminated the back-in right that Cliffs
held under the original agreement. This allows Zenyatta the liberty of
negotiating with another party, especially an end user of graphite, at any time
along the development path of our graphite deposit."
Zenyatta is developing a rare 'vein-type' graphite deposit it discovered in 2011
in northeastern Ontario, Canada. It is the only and largest 'vein type' graphite
deposit under development in the world. Recently, a first pass beneficiation
test at SGS Canada Inc. ("Lakefield") demonstrated a simple concentration and
leaching process capable of producing a 97.2% C (total) graphite product from a
rough concentrate. Mineralogical work shows the graphite material to be very
simple and contains insignificant amounts of undesirable material. Work is
on-going to target ultra-high purity levels of greater than 99.0% C with results
from a second series of tests expected soon. The Albany deposit is located 30km
north of the Trans Canada Highway, power line and natural gas pipeline near the
communities of Constance Lake First Nation and Hearst. A rail line is located
70km away and an all-weather road approximately 4-5km from the graphite deposit.
The deposit is near surface, underneath glacial till overburden.
Prior to the sale of the Block 4F Claims, the Albany Project was subject to an
option and joint venture agreement between the parties dated November 2, 2010
(the "First Amended Albany Agreement"). This agreement is fully described in the
prospectus of Zenyatta dated December 15, 2010 and filed on www.sedar.com.
Concurrent with the sale of the Block 4F Claims, the parties entered into an
amended option agreement dated November 21, 2012 (the "Second Amended Albany
Agreement") with respect to the other claims in the Albany Project (the "Other
Claims"). The primary amendment to the First Amended Albany Agreement is a
variation of the earn-in expenditure obligations. The following is a summary of
the provisions of the Second Amended Albany Agreement which is filed on
www.sedar.com:
-- Zenyatta Second Option to Increase Ownership from 25% to 80%. Pursuant
to the Second Amended Albany Agreement the Company currently has a 25%
interest in the Other Claims and an option (the "Second Option") to
acquire a further 55% interest in the Other Claims. In order to exercise
the Second Option, the Company must carry out and complete not less than
3,000 meters of diamond drilling on targets located on the Other Claims
and sample and analyse the drill core prior to December 31, 2014,
provided that if prior to December 31, 2014, Zenyatta has not completed
at least 3,000 meters of such drilling and Cliffs determines that
targets should be drilled on the Other Claims located outside of the
agreed targets, then Zenyatta will complete such drilling as requested
by Cliffs on other targets on the Other Claims and sample and analyze
the drill core, all prior to December 31, 2014. In addition, Zenyatta
shall pay to Cliffs $55,000 on or before July 1, 2013. Although the
Company is committed to this drilling program and intends to exercise
the Second Option at this time, if the Company does not exercise the
Second Option, the Parties shall associate as a joint venture pursuant
to the terms of the Second Amended Albany Agreement in which the Company
shall have a 25% participating interest and Cliffs shall have a 75%
participating interest.
-- Remaining Terms. The First Amended Albany Agreement provided for the
following all of which have been adopted by the Second Amended Albany
Agreement on the Other Claims: 1) Claw Back Right by exercisable by
Cliffs upon exercise of Second Option. 2) Sole Funding by the Company
after exercise of the Second Option by the Company in the event that
Cliffs does not exercise the Claw-Back Right. 3) Claw Back Right
exercisable by Cliffs upon satisfaction of Sole Funding Obligation. 4)
Cliffs retains its right of first refusal and the right to nominate a
director. 5) Eveleigh Geological Consulting Inc. ("EGC") retains certain
benefits regarding cash payments upon reaching milestones and 2.0% NSR
royalty, 1% of which can be purchased at anytime for $1,000,000 (EGC is
a geological consulting company owned by Aubrey J. Eveleigh, the
President, Chief Executive Officer and a director of the Company). These
benefits were negotiated in 2010 by the parties in recognition of the
initiative taken by EGC in recognizing the geological concept and the
compilation of data which was the basis for staking claims over two
years ago when the Albany project was first established.
As noted above and for the purposes of National Instrument 62-103 early warning
reporting, Cliffs Natural Resources Exploration Inc., an affiliate of Cliffs,
was issued 500,000 shares of Zenyatta pursuant to the terms of a purchase
agreement between the parties that governed the sale of the interest in the
Block 4F Claims. In addition, Cliffs (or its designated affiliate) has the right
to receive up to an additional 750,000 Zenyatta shares (on pre-feasibility and
feasibility studies) pursuant to the sale of the interest in the Block 4F
Claims. Before the sale of the interest in the Block 4F Claims, Cliffs (and its
affiliates) owned a total of 4,675,000 shares of Zenyatta and 3,200,000 common
share purchase warrants (the "Warrants"); 2,200,000 of which entitle the holder
to acquire one common share of Zenyatta for $1.00 until December 23, 2012, and
1,000,000 of which entitle the holder to acquire one common share of Zenyatta
for $1.50 until December 23, 2015. Cliffs (and its affiliates) now hold
5,175,000 common shares of Zenyatta, representing 12.7% of Zenyatta's
outstanding shares. In the event that the Warrants are fully exercised and all
shares are issued pursuant to the Block 4F Claims purchase agreement, Cliffs
(and its affiliates) would hold 9,125,000 Zenyatta shares, representing
approximately 20.5% of the total issued and outstanding shares of Zenyatta
calculated on a partially diluted basis and 15.4% on a fully diluted basis.
Cliffs (and its affiliates) hold the shares and Warrants of Zenyatta for
investment purposes and may, from time to time, acquire additional securities of
Zenyatta or dispose of such securities as it may deem appropriate. Cliffs
Natural Resources Exploration Inc.'s address is c/o Cliffs Natural Resources
Inc., 200 Public Square, Suite 3300, Cleveland, OH 44114, and a copy of the
applicable early warning report can be obtained from counsel to Cliffs Natural
Resources Exploration Inc., Lawson Lundell LLP, Attention Khaled Abdel-Barr at
(604) 631-9233 or under Zenyatta's profile on SEDAR at www.sedar.com.
Cliffs (inclusive of its affiliates) is a "related party" of Zenyatta as it is a
holder of 10% or more of the issued and outstanding shares of Zenyatta and,
thereby, the sale of the interest in the Block 4F Claims is a "related party
transaction", as such terms are defined by Multilateral Instrument 61-101-
Protection of Minority Security Holders in Special Transactions ("MI 61-101").
In addition, Aubrey J. Eveleigh, President, Chief Executive Officer and a
Director of the Company is a "related party" by virtue of his interest in the
Second Amended Albany Agreement. MI 61-101 requires Zenyatta, in the absence of
exemptions, to obtain a formal valuation for, and minority shareholder approval
of, the "related party transaction". Zenyatta is relying on the exemptions from
the formal valuation and minority approval requirements of MI 61-101 pursuant to
which a formal valuation and minority approval are not required in the event
that at the time the transaction is agreed to, neither the fair market value of
the subject matter of, nor the fair market value of the consideration for, the
transaction, insofar as it involves interested parties, exceeds 25 per cent of
Zenyatta's market capitalization. The purchase of the interest in the Block 4F
Claims was approved by the directors of Zenyatta, all of whom are independent of
Cliffs.
Zenyatta now has 40,597,313 common shares issued and outstanding with a total of
59,354,862 shares on a fully diluted basis. Mr. Aubrey Eveleigh, P.Geo.,
President and CEO, is the "Qualified Person" under NI 43-101 and has reviewed
the technical information contained in this news release. To find out more on
Zenyatta Ventures Ltd., please visit website www.zenyatta.ca.
This News Release includes certain "forward-looking statements". These
statements are based on information currently available to the Company and the
Company provides no assurance that actual results will meet management's
expectations. Forward-looking statements include estimates and statements that
describe the Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or result to
occur. Forward-looking statements may be identified by such terms as "believes",
"anticipates", "expects", "estimates", "may", "could", "would", "will", "should"
or "plan". Since forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results relating to, among other things, results of
exploration, project development, reclamation and capital costs of the Company's
mineral properties, and the Company's financial condition and prospects, could
differ materially from those currently anticipated in such statements for many
reasons such as: changes in general economic conditions and conditions in the
financial markets; changes in demand and prices for minerals; litigation,
legislative, environmental and other judicial, regulatory, political and
competitive developments; technological and operational difficulties encountered
in connection with the activities of the Company; and other matters discussed in
this news release. This list is not exhaustive of the factors that may affect
any of the Company's forward-looking statements. These and other factors should
be considered carefully and readers should not place undue reliance on the
Company's forward-looking statements. The Company does not undertake to update
any forward-looking statement that may be made from time to time by the Company
or on its behalf, except in accordance with applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
Zenyatta Ventures Ltd.
807-346-1660
info@zenyatta.ca
www.zenyatta.ca
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