VANCOUVER, B.C., October 8, 2013 – Catalyst Copper Corp. (“Catalyst” or the “Company”, including any subsidiary corporations) announces it has entered into a non-binding letter of intent with TeckResources Limited (“TRL”) to modify the terms of an agreement dated April 9, 2013 (the “Option Agreement”) for the acquisition of the La Verde project (the “Property”) by Catalyst subject to completion of formal documentation and appropriate approvals, including TSX-Vapproval.
The Property is currently held 60% Catalyst and 40% indirectly by TRLthrough a wholly-owned subsidiary (“TRLHoldco“), all subject to a 0.5% net smelter royalty (the “NSR”) held by a third party Mexican corporation.
The letter of intent sets out certain general terms for an agreement (the “Revised Agreement”) pursuant to which Catalyst would, on closing of the Revised Agreement, indirectly acquire a 100% interest in the Property (subject to the existing NSR) on the following basis.
1. Equity Issue
Catalyst will issue to TRLHoldcoor a designated TRLaffiliate a number of common shares of the Company that will result in Teckowning 19.9% of Catalyst’s issued and outstanding shares.
TRLHoldcowill have the right, not the obligation, for as long as it owns at least 5% of the issued and outstanding shares of Catalyst, to participate in any future equity financingsto the extent of its percentage ownership at the time of such financing.
2. Participation on Future Sale of Property
If Catalyst sells or options, directly or indirectly, all or a portion of the Property (a “Transaction”) to a third party at any time during a 24 month [period (“Future Sale Period”) commencing from the date of the Revised Agreement, Catalyst shall pay TRLHoldcoin kind, exclusive of the first $1,000,000, as follows:
· 20% of proceeds if the Transaction occurs in the first 12 months of the Future Sale Period; or
· 10% proceeds if the Transaction occurs in the second 12 months of the Future Sale Period.
Proceeds would include, but are not limited to, cash, securities, or other assets, but excluding the value of any work commitment, received or receivable by Catalyst on any Transaction.
Catalyst shall grant TRLHoldcoa contractual 0.5% NSRroyalty on the Property. Catalyst can buy the NSRroyalty for a cash payment of US$10,000,000 at any time.
4. Production Bonus
Catalyst shall pay a production bonus of US$10,000,000 to TRLHoldcoupon a production decision. Fifty percent (50%) of the Production bonus will be brought forward and immediately payable to TRLHoldcoif there is a change of control (defined as the acquisition of 50% or greater of issued and outstanding share capital) of Catalyst or subsidiaries directly or indirectly holding the Property.
Appropriate security for the above consideration will be provided against the Property.
Catalyst will reimburse TRLHoldcofor expenses incurred by its Mexican subsidiary on the Property from January 2013 to closing of the Revised Agreement upon the completion of a placement or a financing arrangement by Catalyst of a minimum $1.2 million.
John Greenslade, President and CEO of Catalyst stated, “There are very few undeveloped large open pit copper deposits remaining in the world. There are even less in mining friendly jurisdictions like Mexico and with the infrastructure that exists at La Verde; roads, rail, water, power and a deep water port within 180 km. We believe the future for copper remains robust and are ecstatic to have been able to negotiate an agreement with the Teckgroup to acquire a 100% interest in La Verde on favorable terms for both parties.
We are optimistic that holding 100% of the project will enable Catalyst to arrange the necessary funding to move the project forward through to completion of a feasibility study in a timely fashion. We welcome Teckas a significant shareholder upon closing of the Revised Agreement.”
About La Verde
La Verde is located in an area with excellent infrastructure: Roads, rail, water and power. LazaroCardenas, Mexico’s third largest port on the Pacific Ocean is 180 km from the site. Significant upside potential remains for the two known zones of porphyry style copper, gold and silver mineralizationas drill programs have shown both deposits remain open to depth and along strike.
ON BEHALF OF THE BOARD OF DIRECTORS OF
CATALYST COPPER CORP.
“John W. Greenslade“
John W. Greenslade– President, CEO (Director)
For further information please contact Corporate Communications Officer: DenbyGreenslade(604) 638-5900.
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, risks associated with mineral exploration and mining activities, the impact of general economic conditions, industry conditions, dependence upon regulatory approvals, and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Neither TSXVenture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracy of this release.