News Release – Vancouver, British Columbia – March 31, 2022: Monumental Minerals Corp. (“Monumental” or the “Company”) (TSX-V: MNRL; FSE: BE5) is pleased to announce that the Company has entered into an arm’s length definitive option agreement dated March 30, 2022 (the “Option Agreement”) with Lithium Chile Inc. (“Lithium Chile”) (TSX-V: LITH) to acquire up to 75% of the 5200-hectare Salar De Laguna Blanca project (the “Laguna Project”) located near the town of San Pedro de Atacama, Chile (see news release dated March 9, 2022).
The Laguna Project is located within the prolific lithium triangle, a zone within the central Andes high desert that includes Chile, Argentina, and Bolivia. This zone is estimated to contain more than half of the world’s lithium supply beneath the many salt flats, also known as salars, that are common to the region. The Laguna Blanca property consists of 23 exploration concessions totaling 5,200 hectares, 100% owned by Lithium Chile through its wholly owned Chilean subsidiary Minera Kairos Chile Limitada. The Laguna Project includes both active and paleo salar brines and salts.
Jamil Sader, Monumental’s CEO comments:
“The Laguna Blanca lithium asset has the potential to become a significant cesium-lithium deposit in the region. The Project is complimentary to the Company’s flagship Jemi heavy rare earth element project in Coahuila, Mexico, and the strength of these two assets will position Monumental to take advantage of the global shift of decarbonization, and to add significant value for shareholders. Certain members of the Company’s team are currently in Chile conducting a site visit and will be on the Jemi project in Mexico shortly thereafter.”
About Critical Metals
The US government has identified lithium and select rare earth elements (REEs) as critical metals, and there is currently a strong push to curtail the US reliance of these metals from sources that are not politically friendly. On February 22, 2022, US government announced government financial incentives for both lithium and REE producers to develop downstream processing and refining of REEs and lithium. Additionally, a bi-partisan US senate bill recently passed, which would make it illegal for US defense contractors to procure REEs from China. Monumental Minerals is positioned to play a significant role in lithium and REE stability and sustainably in the Americas.
Terms of the Option Agreement
In order to exercise the option to acquire a 75% interest in the Laguna Project, Monumental must issue common shares, make certain staged cash payments to Lithium Chile and incur exploration expenditures on the Laguna Project as follows:
- Make cash payments of an aggregate of Cad$1,500,000 according to the following schedule:
- $200,000 within thirty (30) days of final TSX Venture Exchange (the “Exchange”) approval of this transaction (the “Acceptance Date”);
- $250,000 on or before the eighteen (18) month anniversary of the Acceptance Date;
- $300,000 on or before the second anniversary of the Acceptance Date; and
- $750,000 on or before the third anniversary of the Acceptance Date.
- Incur minimum expenditures on the Laguna Project of not less than an aggregate of Cad$1,500,000 according to the following schedule:
- $200,000 on or before the first anniversary of the Acceptance Date;
- $500,000 on or before the second anniversary of the Acceptance Date; and
- $800,000 on or before the third anniversary of the Acceptance Date.
- Within thirty (30) days of the Acceptance Date, issue 3,401,874 common shares of Monumental to Lithium Chile (the “Payment Shares”). The number of Payment Shares will be reduced if required by the Exchange.
Subject to the exercise of the option to acquire 75% of the Laguna Project, Lithium Chile would retain a 1% net smelter returns royalty payable upon the commercial production of the Laguna Project. In addition to the statutory hold period of four months and a day from the date of issuance, the Payment Shares will be subject to a 12-month voluntary hold period from the date of issuance. Upon Monumental earning a 75% interest in the Laguna Project, Monumental and Lithium Chile will use commercially reasonable efforts to negotiate and execute a joint venture agreement for the purpose of jointly carrying out exploration, evaluation and development of the Laguna Project.
In connection with the Option Agreement, Monumental has entered into a finder’s fee agreement (the “Finder’s Agreement”) with Blackhill Consulting Corp. (“Blackhill”), an arm’s length party, in consideration for services in transaction advisory services and introducing the Company to Lithium Chile, pursuant to which Blackhill shall receive consideration of 194,515 common shares of Monumental (the “Finder’s Shares”) if the Option Agreement is approved by the Exchange. The Finder’s Agreement and the issuance of the Finder’s Shares are subject to Exchange approval and will be subject to a four month hold period.
The transaction between Monumental and Lithium Chile is subject to Exchange approval.
Private Placement Financing
Monumental intends to complete a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of up to $5,000,000. The Private Placement will consist of units (each a “Unit”) at a price of $0.45 per Unit. Each Unit will consist of one common share of the Company (“Shares”) and one-half of one transferable common share purchase warrant of the Company (“Warrants”). Each whole Warrant will entitle the holder to acquire one Share at a price of $0.65 per Share for a period of two years following the closing of the Private Placement.
The Company intends to use the net proceeds raised from the Private Placement for: cash payments related to the Option Agreement, to fund its maintenance and exploration expenses on its properties (including the Laguna Project, the Jemi Project, and the Weyman Project), and for general corporate purposes and working capital.
The Private Placement is subject to Exchange approval and all securities issued are subject to a four month hold period. Finder’s fees may be payable in connection with the Private Placement, all in accordance with the policies of the Exchange and applicable securities laws.
The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of the Company and a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
About Monumental Minerals Corp.
Monumental Minerals Corp. is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties in the critical and electric metals sector. The Company’s flagship asset is the Jemi HREE project located in Coahuila, Mexico near the Texas, USA border which the Company has an option to acquire 100% of the 3,650-hectare project. The Company has an option to acquire a 100% interest and title to the Weyman property located in the Kamloops and Nicola Mining Divisions and in the Thompson Nicola Regional District, British Columbia.
On behalf of the Board of Directors,
/s/ “Jamil Sader”
Jamil Sader, Chief Executive Officer and Director
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 news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Forward Looking Information
This news release contains “forward‐looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, obtaining Exchange approval and completing the proposed transaction with Lithium Chile, completing the Private Placement and the expected use of proceeds, the potential plans for the Company’s projects, other statements relating to the technical, financial and business prospects of the Company, its projects and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, 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 may differ materially from those in the forward-looking statements. Such statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration results, risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses and those other risks filed under the Company’s profile on SEDAR at www.sedar.com. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, failure to secure personnel and equipment for work programs, adverse weather and climate conditions, risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), risks relating to inaccurate geological assumptions, failure to maintain all necessary government permits, approvals and authorizations, failure to obtain surface access agreements or understandings from local communities, land owners or Indigenous groups, fluctuation in exchange rates, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to, the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, decrease in the price of rare earth elements, lithium, cesium and other metals, loss of key employees, consultants, or directors, failure to maintain community acceptance (including from the Indigenous communities), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.