Quia Announces Acquisition and Strategic Entry into Organic Agricultural Input Markets
November 11, 2013 (Source: Marketwired) — Quia Resources Inc. (“Quia” or the “Company”) (TSX VENTURE:QIA) is pleased to announce that subject to regulatory approval (including TSX-V approval) and due diligence, the Company will acquire 2243734 Ontario Limited (“2243734”) which holds an option to earn a 65% interest in the Murdock Mountain phosphate project in Nevada.
Historical sampling completed at Murdock Mountain and analysis carried out by industry experts on the geochemistry of Murdock Mountain indicate that the project has the potential to be among the cleanest known sources of phosphate, with very low concentrations of radioactive elements and heavy metals (details are provided below under Murdock Mountain Geochemical Properties).
Due to its cleanliness and other properties, the Company believes phosphate from Murdock Mountain could be used in direct raw rock applications in organic agricultural markets, which are rapidly growing. Furthermore, the Company believes controlling one of the cleanest known sources of phosphate will be an increasingly important strategic asset as concerns grow over heavy metal accumulation in the food chain and environmental issues with conventional soluble phosphate fertilizers.
Yannis Banks, Quia’s CEO, commented: “The Murdock Mountain acquisition positions Quia at the forefront of a massive shift that is taking place in agriculture with respect to more sustainably, healthily and safely meeting the nutritional needs of a growing global population and a more aware consumer, as well as the essential role minerals have to play in this emerging new paradigm. It significantly enhances our asset portfolio.”
Mr. Banks continued, “Our objective with this project is to rapidly bring it to production and mine phosphate for direct rock application, thus not requiring large facilities or use of chemicals for processing, thereby giving us the opportunity to bring this project into production with a relatively modest capital cost and relatively low levels of technical and permitting complexity. Furthermore, the project’s location is ideal, being located 6km from rail and on the doorstep of California, one of the largest organic agricultural markets. I am truly excited for Quia to be launching this strategy and see tremendous potential within this sector”
A feasibility study has not been completed and there is no certainty the proposed operation will be economically viable.
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In addition to the advancement of the Murdock Mountain and San Lucas assets, the Company may look to leverage its early mover status, research and relationships in progressive agricultural markets to potentially pursue further synergistic mineral exploration and development opportunities within the sector where the Company believes a tremendous amount of innovation is occurring with respect to the interaction between minerals, soils, agricultural productivity and food quality. The Company may also look at other favourable mineral markets with strong long-term fundamentals and deep value acquisition opportunities.
San Lucas Update
The Company has been continuing with further technical studies aided by external consultants with significant experience in Colombia. The Company recently completed a new structural and geological interpretation of the entire Guamoco area which has generated two new priority 1 targets and four new priority 2 targets for follow-up.
The study involved a new, detailed regional lineament analysis using high quality digital elevation model imagery. An analysis was carried out to identify permeability nodes or structural intersections that conceptually hold a higher probability to generate zones for the preferential entrapment of mineralized fluids. Two metallogenic associations were considered, one related to the Norosi Batholith and the other to the Segovia-Remedios Batholith. In consideration for the work to complete the interpretation, Quia has agreed to issue to a third party consultant 1,500,000 (pre-consolidation) common shares at a deemed price of $0.05 per common share. The securities are subject to a four month hold period expiring March 12, 2014.
Mr. Banks commented, “San Lucas remains an important asset for the company and one we fully believe we will realize significant value from. Our efforts over the past year through these challenging market conditions have been to maintain the asset and continue deepening our geological understanding of the project, while advancing strategic discussions with a view to enabling further exploration to be completed.”
Murdock Mountain Geochemical Properties
Sampling completed by TIGREN INC., in 2011, as shown in Table 1 below, from areas around historical trenches demonstrated values of low heavy metals and radioactive elements as for example with the values for Arsenic, Cadmium, Thorium and Uranium.
|Table 1: Samples by TIGREN, Inc. Submitted November 22, 2011|
|Sample||P2O5 ppm||As ppm||Cd ppm||Th ppm||U ppm|
|27263||11000||30||Less than 5||Less than 100||Less than 50|
|27264||7500||10||Less than 5||Less than 100||Less than 50|
|27265||13100||30||Less than 5||Less than 100||Less than 50|
|27266||52100||10||Less than 5||Less than 100||Less than 50|
|27267||11100||Less than 10||Less than 5||Less than 100||Less than 50|
|27268||16100||10||Less than 5||Less than 100||Less than 50|
|27269||22800||Less than 10||Less than 5||Less than 100||Less than 50|
|27270||7200||Less than 10||Less than 5||Less than 100||Less than 50|
|27271||5400||Less than 10||Less than 5||Less than 100||Less than 50|
|27272||7700||10||Less than 5||Less than 100||Less than 50|
|27273||15400||Less than 10||Less than 5||Less than 100||Less than 50|
|27274||15000||Less than 10||Less than 5||Less than 100||Less than 50|
|27275||5600||Less than 10||Less than 5||Less than 100||Less than 50|
|27276||13700||10||Less than 5||Less than 100||Less than 50|
|27277||Greater than 115000||10||Less than 5||Less than 100||Less than 50|
|27278||13300||20||Less than 5||Less than 100||Less than 50|
|27279||19400||10||Less than 5||Less than 100||Less than 50|
|27280||7700||Less than 10||Less than 5||Less than 100||Less than 50|
|27281||14100||Less than 10||Less than 5||Less than 100||Less than 50|
|27282||8900||Less than 10||Less than 5||Less than 100||Less than 50|
|27283||29200||10||Less than 5||Less than 100||Less than 50|
|27284||3200||Less than 10||Less than 5||Less than 100||Less than 50|
|27285||Greater than 115000||Less than 10||Less than 5||Less than 100||Less than 50|
|27286||5800||Less than 10||Less than 5||Less than 100||Less than 50|
|27287||10200||Less than 10||Less than 5||Less than 100||Less than 50|
|27288||108500||10||Less than 5||Less than 100||Less than 50|
|27289||111500||Less than 10||Less than 5||Less than 100||Less than 50|
Based on the encouraging results, the project was further sampled by Boreal Agrominerals (“Boreal”), a private company with expertise in agriculture minerals and organic markets. Table 2 presents the results from six samples taken by Boreal.
|Table 2: Samples by Boreal Agrominerals, Submitted June 14, 2012|
|Sample Number||P2O5 ppm||As ppm||Cd ppm||Th ppm||U ppm|
|P-01||Greater than 22900||8||1.69||1.2||18.10|
|P-02||Greater than 22900||17||2.32||1.3||14.20|
|P-03||Greater than 22900||14||0.86||1.4||12.95|
|P-05||Greater than 22900||5||1.65||1.2||8.17|
|P-06||Greater than 22900||4||1.30||2.0||6.17|
The results from the Boreal sampling similarly returned very low values of Arsenic, Cadmium, Thorium and Uranium relative to other known phosphate deposits, a survey of which was documented in a paper titled Rock Phosphate Evaluation dated March 12th, 2002, authored by Agricultural Mineral Prospectors Inc., a private company that has completed extensive research on agricultural minerals, and whose principals formed Boreal Agrominerals.
Samples taken by TIGREN Inc. and Boreal Agrominerals were assayed by ICP by ALS Minerals in Reno, Nevada.
Murdock Mountain Acquisition Terms
Under the terms of the option agreement and subject to closing the acquisition, Quia will have the right to earn a 65% interest by investing an aggregate of $1,000,000 into the development of the project. As an initial step, Quia can earn 10% by funding $102,000 towards technical and environmental studies which are already in process, creditable against the $1,000,000 work commitment, and then earn an additional 55%, for a total of 65%, by funding the balance of the $1,000,000. Quia shall have 2 years from the date of the option agreement to complete the earn-in and can obtain two extensions to the earn-in period of 6 months each, for a total of 3 years, by paying $30,000 for each extension.
Quia has entered into an agreement to acquire the option on the Murdock Mountain property through the acquisition of 2243734, which is a private company that holds the option on Murdock Mountain. This transaction is a non-arm’s length transaction as Yannis Banks is an insider of both the Corporation and 2243734, as he is a shareholder of 2243734 and the CEO and Director of Quia. In addition, a family trust whose beneficiaries are the minor children of the Corporate Secretary and Director of Quia, is also a shareholder of 2243734. Such participation is considered to be a “related party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the shares issued to or the consideration paid by such persons will not exceed 25% of Quia’s market capitalization.
As consideration for the acquisition, Quia agreed to issue 1 million shares on a post-consolidation basis subject to a consolidation being approved at the Company’s annual general meeting and the board of the company approving a consolidation, as well as an additional 500,000 post-consolidation shares upon fulfillment of the option terms and an additional 500,000 post-consolidation shares upon commencement of production. The consideration set out above assumes that the consolidation occurs on the basis of one post-consolidation common share for up to ten pre-consolidation common shares. In the event Quia effects the consolidation at a different ratio, the shares issuable shall be adjusted accordingly.
Prior to completing the acquisition, the Company established an independent committee to consider the acquisition and to negotiate with 2243734 for the purchase. Neither Yannis Banks nor Adam Szweras were involved in the negotiation. The independent committee considered the acquisition in the Company’s best interests and the purchase price fair and reasonable, and thus recommended the acquisition to the Company’s board, which approved the transaction.
Iain Kelso, P. Geo., is the Qualified Person for the information contained in this press release and
is a Qualified Person within the terms defined by National Instrument 43-101.
About Quia Resources Inc.
Quia Resources is a mineral exploration and development company which owns 100% of the San Lucas gold property in Colombia and has entered into an agreement to acquire an option to earn 65% of the Murdoch Mountain phosphate deposit in Nevada, with a view to entering organic agricultural input markets.
This press release contains or refers to forward-looking information, including statements regarding completion of the acquisition of 2243734, completion of the consolidation at Quia’s upcoming meeting, exploration results, potential mineralization, exploration plans and timing of the commencement of drilling, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, failure to receive shareholder approval of the consolidation, failure to receive TSXV approval of the acquisition of 2243734, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.
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 release.
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