Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2014, Santo Mining Corp, (the “Company”) signed a new mining contract (the “Mexico Agreement”) in Mexico with Compania Minera Angeles Del Desierto SA de CV. The contract provides the Company with exclusive rights to extract, process, ship and refine an unlimited amount of mineral ore from three concessions totaling 7.468 square Kilometers. Term is 15 years with provision for a 10 year extension.
During the last two years the Company has conducted surface exploration focused on a mineralized hill. Samples collected at the crown and around the base of the hill were pretreated and sent to Inspectorate labs in Tucson. The average grades of all the samples were Gold 3.17 g/t and Silver 57.3 g/t. Other laboratory testing has repeatedly verified these results.
In 2011 samples were analyzed for Platinum at the University of Nueva Leon, Monterrey. Early results from this non-commercial lab using a hydrofluoric acid digestion were positive. Following the recommendation by a senior geologist, the Company decided to suspend platinum group metal metals exploration and focus on the gold and silver components. According to the seasoned geologist, it was unusual to find Platinum and gold mineralization sharing the same geological setting. Considering this and to preserve our credibility we decided to focus on Gold and Silver and postpone platinum testing.
However, in 2014 the Company resumed platinum testing following a positive result by a certified assayer in Arizona. The assayer used a propriety procedure using nickel instead of lead in the fire assay process. The first sample batch assayed for Platinum at 0.379 ounces per ton. This was verified using a fresh sample batch with an impressive 0.449 ounces per ton result. At current Platinum prices this represents an in the ground value of $511 to $606 per ton of the mineral ore, from which must be deducted extraction, transport, refining, costs etc.
All surface rights, entitlements, extractive permits and environmental license are in force except for a forestry permit which costs approximately $100,000 and is typically issued in 60-90 days. The concession has good truck access, is very remote with no social or community issues, good experienced labor pool and open-pit operation with no overburden.
Operationally the Company is responsible for the cost of permitting, extraction, trucking and loading the ore on board railcars at nearby Monclova. From there it will shipped to various toll refineries / smelters for processing. The cost of shipping beyond Monclova will be advanced by the Company and later reimbursed from proceeds. Net profits from operations will be split 50/50 with the concessionaire. Meanwhile, consultants will evaluate the cost effectiveness of concentrating the mineral ore either at the mine or in Monclova.
As a result of these positive “bonus” Platinum assays, the Company is planning to move its entire operations from the Dominican Republic to Mexico and focus 100% on financing and this near-term production opportunity. Reference is made to the disclosure set forth under Items 2.01 of this this Current Report on Form 8-K (this “Report”), which disclosure is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 16, 2014, the Company closed on an agreement (the “Purchase and Sale Agreement”) with Precipitate Gold Corp. (“Precipitate”) and Gexplo S.R.L. (“Gexplo,” and, together with the Company, the “Vendor”), dated June 30, 2014, whereby Precipitate acquired a 100% interest in two concession applications in the Dominican Republic known as “Richard” and “David,” which cover an area of 220 and 1,400 hectares respectively. The David concession is located on the north central border of Precipitate’s Juan de Herrera concession within the Tireo Gold Camp and greatly increases Precipitate’s prospective Tireo landholdings. In exchange, Precipitate granted the Vendor (1) a 2% net smelter royalty (“NSR”) on each of the concessions. The NSR can be purchased by Precipitate for the price of US$500,000 per 0.5% for a total purchase price of US$2,000,000; and (2) 100,000 share purchase warrants (“Warrants”) allowing the Vendor to purchase up to 100,000 shares of Precipitate’s common stock at an exercise price of $0.30 per share for up to 3 months from the date of grant. Should the Vendor exercise any of the Warrants and thereafter seek to sell some or all of the shares, it must notify Precipitate and allow Precipitate at least 10 calendar days to arrange buyers of the shares. Any warrant shares purchased by the Vendor will be subject to a four month hold period.
The foregoing descriptions of the Purchase and Sale Agreement is qualified in its entirety by reference to the provisions of the Purchase and Sale Agreement filed as exhibit 10.1 to this Report, respectively, which are incorporated herein by reference.
Matching PR From TSXV:PRG>>>
Precipitate Increases Tireo Landholdings and Acquires Strategic Ground Near Pueblo Viejo in the Dominican Republic
The two concession applications, named "Richard" and "David", cover an area of 220 and 1,400 hectares respectively. The David concession is located on the north central border of Precipitate's Juan de Herrera concession within the Tireo Gold Camp and greatly increases Precipitate's prospective Tireo landholdings. The Richard concession is located about four kilometres southeast of Barrick and Goldcorp's Pueblo Viejo Gold Mine site. See attached figures for respective concession locations or visit the Company's website at www.precipitategold.com.
Jeffrey Wilson, Company President & CEO stated, "We are pleased to acquire these two concession applications. Both the David and Richard concessions have compelling technical and strategic importance. The David concession provides the Company with a significant increase of the preferred and prospective Tireo formation target rocks, while the Richard concession gives Precipitate a strategic new land position in a world-class modern gold mining camp. With the Vendor shifting its focus to other property interests in Mexico and Africa, we are pleased with the non-cash acquisition terms for these concessions and thank the Vendor for its cooperation in this process."
The Richard concession is located 4 kilometres to the southeast of Barrick Gold Corp. and Goldcorp's Pueblo Viejo Gold-Silver mining camp. The Pueblo Viejo high sulphidation epithermal gold and silver deposit hosts an estimated 22.0 million ounces of gold and 117.0 million ounces of silver and is expected to produce up to 1.0 million ounces gold this year. The Company's newly acquired Richard concession is underlain by the same Cretaceous age Los Ranchos formation rocks that host the Pueblo Viejo deposit.
The David concession is situated in the emerging Tireo Gold-Silver-Copper exploration camp adjacent to the Company's existing Juan de Herrera concession where Precipitate has been exploring in recent months. David is dominantly underlain by regionally favourable Cretaceous age Tireo formation rocks which are part of the same regional stratigraphy that hosts GoldQuest Mining's Romero discoveries and Precipitate's Ginger Ridge and Melchor zones. The addition of the David concession application gives the Company contiguous exposure to the Tireo along the southern boundary of the neighbouring Goldquest concessions including areas in close proximity to Precipitate's Melchor and Goldquest's Jengibre discoveries.
The Vendor conducted preliminary stage exploration work on both concessions, including rock, silt and soil sampling. Precipitate is reviewing this newly acquired technical data which will provide guidance to the next exploration phase on these new concessions. The Company's total Dominican land package now covers about 14,829 hectares, in both application and fully granted stages.
Precipitate can acquired a 100% interest in the Richard and David concession applications, and will assume all application obligations, in a non-cash transaction whereby Precipitate will grant the Vendor:a 2% net smelter royalty ("NSR") on each of the concessions. The NSR can be purchased by Precipitate for the price of US$500,000 per 0.5% for a total purchase price of US$2,000,000; and About Precipitate Gold:
Precipitate Gold Corp. is a mineral exploration company focused on exploring and advancing its mineral property interests in the Tireo Gold Trend of the Dominican Republic and Sonora State, Mexico. The Company also maintains assets in northern British Columbia and southeast Yukon Territory and is actively evaluating additional high-impact property acquisitions with the potential to expand the Company's portfolio and increase shareholder value.
Additional information can be viewed at the Company's website www.precipitategold.com.
Percipitate Gold Corp.
650 West Georgia Street
PO Box 11584
Canada V6B 4N8
Toll Free: 1-855-558-0335
Stock Info Santo Mining
Corporate Office Address:
Ave. Sarasota #20
Torre Empresarial, Suite 1103
Santo Domingo, Dominican Republic Company Contact: Mr. Alain French
Email: email@example.com NEW TSXV:PRG DEAL WORTH 0066
Current O/S as of 8.8.2014 = ~600M
~600M x 0003 = $180,000 MARKET CAP.
$2,000,000/ 600Mo/s = 0033 for each Property
TWO PROPERTIES ("Richard" and "David")= 0066 Coming on Sale of NSR