Vancouver, British Columbia, November 22, 2016 (TSX Venture: EMX; NYSE MKT: EMXX) – Eurasian Minerals Inc. (“Eurasian” or the “Company” is pleased to announce the execution of a definitive agreement with Boreal Metals Corp. (“BMC”), a British Columbia corporation, pursuant to which BMC will acquire two wholly-owned subsidiaries of the Company that control the Gumsberg and Adak exploration assets in Sweden and the Tynset and Burfjord assets in Norway (the “Properties”). Closing is expected to occur on or before December 31, 2016. The sale of the Scandinavian portfolio is another example of Eurasian’s execution of its royalty generation business model, resulting in additional organic royalty property growth for Eurasian, as well as establishing a substantial equity position in a new Scandinavian-focused resource company.
Commercial Terms Overview: (Note all dollar amounts in USD, unless otherwise noted):
- At closing, Eurasian will transfer to BMC its entire interest in its wholly-owned subsidiary Iekelvare AB, which owns or will own that portion of the Properties located in Sweden, and its entire interest in its wholly-owned subsidiary EMX Exploration Scandinavia AB, which owns that portion of the Properties located in Norway.
- At closing, BMC will issue to Eurasian that number of common shares of BMC that represents a 19.9% equity ownership in BMC; BMC will have the continuing obligation to issue additional shares of BMC to Eurasian to maintain its 19.9% interest in BMC, at no additional cost to Eurasian, until BMC has raised CDN $5,000,000 in equity; thereafter Eurasian will have the right to participate pro-rata in future financings at its own cost to maintain its 19.9% interest in BMC.
- Eurasian will receive an uncapped 3% net smelter return (“NSR”) royalty on each of the Properties. Within five years of the closing date, BMC has the right to buy down up to 1% of the royalty owed to Eurasian on any given project (leaving Eurasian with a 2% NSR) by paying Eurasian $2,500,000 in cash and shares of BMC. Such buy down is project specific.
- Eurasian will receive annual advance royalty (“AAR”) payments of $20,000 for each of the Properties commencing on the second anniversary of the closing, with each AAR payment increasing by $5,000 per year until reaching $60,000 per year, except that BMC may forgo AAR payments on two of the four Properties in years two and three. Once reaching $60,000, AAR payments will be adjusted each year according to the Consumer Price Index (as published by the U.S. Department of Labor, Bureau of Labor Statistics).
- Eurasian will receive a 0.5% NSR royalty on any new mineral exploration projects generated by BMC in Sweden or Norway, excluding projects acquired from a third party containing a mineral resource or reserve or an existing mining operation. These royalties are not capped and not subject to a buy down.
- Eurasian will have the right to nominate one seat on the Board of Directors of BMC.
Discussion of the Properties. Eurasian acquired the Properties between 2012 and 2015, with each having been the site of historic mining production, but with only limited or no modern exploration. All of the Properties have polymetallic styles of mineralization, and each shows enrichments in multiple metals including copper, zinc, lead, silver and gold. Three of the Properties (Gumsberg and Adak in Sweden and Tynset in Norway) are characterized by Volcanogenic Massive Sulfide (“VMS”) styles of mineralization. Burfjord, in Norway, is characterized by Iron-Oxide-Copper-Gold (“IOCG”) styles of mineralization. Eurasian’s recent exploration programs on the Properties were summarized in the Eurasian news release dated September 8, 2016. Below is a more detailed description of the Properties.