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ETN Etna Resources Com Npv

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Share Name Share Symbol Market Type
Etna Resources Com Npv TSXV:ETN TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Etna Resources Inc. Announces Acquisition of Rights in Additional Lithium Salar

22/09/2009 2:00pm

Marketwired Canada


Etna Resources Inc. ("Etna") (TSX VENTURE:ETN) is pleased to announce that it
has entered into an amended and restated share exchange agreement (the "Restated
Agreement") dated September 18, 2009, that amends and restates the previously
announced Securities Exchange Agreement (the "Exchange Agreement"), dated August
18, 2009, with Sociedad Gareste Limitada ("Gareste"), a private limited
liability company organized under the laws of Chile. The Restated Agreement
provides for the acquisition of rights in an additional lithium salar (the
"Lithium Rights Agreement") and the formation of Priveco (as defined below) as a
closed corporation.


The Lithium Rights Agreement will provide for the extraction and exploitation of
lithium, light metals, and commercial salts (hereinafter, the "Lithium Rights")
contained in the Piedra Parada Salar concessions (the "Concessions") owned by
Gareste in the Atacama Region III, Chile. These concessions total roughly 2,900
hectares and cover the majority of the Piedra Parada Salar. The Piedra Parada
Salar is located approximately 300 kilometres from Copiapo on serviceable roads
at an elevation of 4,130 meters and is prospective for lithium, magnesium,
potassium, and other metals in waters, brines and sediments.


Upon the closing of the transaction, Etna will obtain interests in a total of
nine Lithium salars in Chile (the "Properties") from Gareste.


Etna received conditional approval of the Exchange Agreement on August 25, 2009
from the TSX Venture Exchange (the "Exchange"). Final approval is subject to
Etna satisfying certain filing requirements which include the preparation and
filing of a National Instrument 43-101 compliant technical report (the "NI
43-101 Report") and a title opinion for the Properties (as defined in the
Exchange Agreement, as amended) within 30 days of receiving conditional
approval. The transaction is expected to close in October following satisfactory
completion of these requirements, including the filing and acceptance by the
Exchange of the NI 43-101 Report.


Under the terms of the Lithium Rights Agreement, Priveco will obtain the Lithium
Rights from Gareste by paying: (a) a 2% net smelter return royalty (the "Piedra
Parada NSR") on all lithium, light metals, and commercial salts produced from
the Concessions; and (b) a payment to Gareste of US$2,000 per month as a lease
or rental remittance to maintain the Concessions through the exploration stage,
which payments will increase to US$5,000 per month at such time as the
Concessions are converted to exploitation status. Etna anticipates that it will
prepare a 43-101 Report for the Concessions, and if warranted, commission an
exploration program focusing on the lithium, light metal and commercial salt
potential of the deep brines at Piedra Parada.


As was previously disclosed under the terms of the Exchange Agreement, and
confirmed the Restated Agreement, Gareste has agreed to organize a new Chilean
closed corporation ("Priveco") and to transfer the Properties to Priveco subject
to a net smelter return royalty as described below (the "NSR"), which is in
addition to the Piedra Parada NSR. Etna has agreed to purchase 100% of the
common shares of Priveco (the "Priveco Shares") from the shareholders thereof
(with the exception of one percent of the Priveco Shares being retained by one
Chilean shareholder in order to preserve the status of Priveco as a closed
corporation in accordance with Chilean law) in consideration for Etna issuing
10,600,000 common shares to such shareholders. The proposed acquisition is
between arm's length parties. As a result, the proposed acquisition will not
require shareholder approval from the shareholders of Etna. Etna has also agreed
to pay US$50,000 to Gareste on closing to cover costs incurred in connection
with the formation and organization of Priveco. In addition, Etna has agreed to
pay Gareste a monthly fee of US$25,000 to compensate it for its general and
administrative costs from the execution date to the closing of the acquisition.


Conditions of Closing

The parties have agreed to close the proposed transaction on or before January
31, 2010, or such other date as the parties may agree to in writing. Completion
of the proposed transaction will be subject to certain conditions including: (a)
completion of each party's satisfactory due diligence review of the other,
including a review of the financial condition, business and properties of each;
(b) receipt of all necessary regulatory and exchange approvals; (c) completion
of the NI 43-101 Report; (d) the closing of the Restated Agreement; (e) closing
of a financing of at least $450,000 as described below; (f) the appointment of
two new directors to the board of Etna as identified by Gareste; and (g) the
granting of the NSR and Piedra Parada NSR to Gareste. The NSR is payable on each
of the eight applicable salars (excluding Piedra Parada) following commencement
of commercial production therefrom, to a maximum of US$6 million per salar.
Priveco may, prior to commencement of commercial production at any salar,
purchase one-half of the NSR for US$2 million on a per-salar basis.


Business of Gareste

Gareste is a private Chilean company established in the 1990's and engaged in
the business of mineral exploration in Chile. The existing portfolio of rights
in the 9 salars to be transferred to Priveco includes surface brine lakes or
surface flow at Lagunas Verde, Lagunas Bravas and Rio Salado/Pedernales, and six
additional lithium brine projects, all located in the mineral rich Atacama
Region III. The rights in these 9 lithium salars cover a cumulative area in
excess of 11,500 hectares, all accessible via serviceable roads. It is believed
that the salars collectively carry the potential to host lithium in three
distinct brine types: surface water, shallow and deep brines.


Financing

The closing of the Agreement, as amended, is conditional upon Etna completing an
equity financing resulting in a minimum of $450,000 to be present in the Etna
treasury, net of existing obligations. Etna proposes to announce a unit offering
on terms acceptable to the Exchange shortly.


On Behalf of the Board,

ETNA RESOURCES INC. 

Jerry A. Minni, Director & Chief Financial Officer

This press release contains projections and forward-looking information that
involve various risks and uncertainties regarding future events. Such
forward-looking information can include without limitation statements based on
current expectations involving a number of risks and uncertainties and are not
guarantees of future performance of the Company such as the statement that (i)
the closing of the acquisition will occur and that closing will occur on or
prior to January 31, 2010; (ii) the closing of the financing will occur shortly;
(ii) the belief that the Properties may carry the potential to host lithium in
three distinct brines types; (iv) the transaction is expected to close in
October following satisfying certain filing requirements; and (v) Etna
anticipates that it will prepare a NI 43-101 Technical Report for the Properties
and may commission an exploration program focusing on the lithium, light metal
and commercial salt potential of the deep brines. There are numerous risks and
uncertainties that could cause actual results and the Company's plans and
objectives to differ materially from those expressed in the forward-looking
information, including the (i) inability to obtain Exchange approval and close
the acquisition and financing for any reason; (ii) adverse market conditions;
(iii) a decrease in demand for and price of lithium; and (iv) general
uncertainties with respect to mineral exploration in general. Actual results and
future events could differ materially from those anticipated in such
information. These and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on the dates they
are made and are expressly qualified in their entirety by this notice.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities laws and may not
be offered or sold within the United States or to "U.S. Persons", as such term
is defined in Regulation S under the U.S. Securities Act, unless an exemption
from such registration requirements is available.


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