Vancouver, B.C., June 15, 2017. Desert Star Resources Ltd. (TSX-V: DSR) (“Desert Star” or the “Company”) is pleased to announce it has signed a definitive agreement dated June 15, 2017 (the “Agreement”) with Capstone Mining Corp. (“Capstone”) to acquire 100% of the Kutcho high grade copper-zinc-gold-silver project (“Kutcho”). The consideration for the acquisition of Capstone’s wholly-owned subsidiary Kutcho Copper Corp. (the “Acquisition”), which owns Kutcho includes C$28.8 million in cash plus such number of common shares in Desert Star, such that, subsequent to the completion of the Acquisition and any concurrent financing, Capstone will own 9.9% of the issued and outstanding shares of Desert Star.
Desert Star also announces the results of an updated Prefeasibility Study (“2017 PFS”) prepared in accordance with National Instrument 43-101 for the Kutcho project. The base case estimate of this study generates an after-tax net present value (NPV) at an 8% discount rate of C$265 million and an internal rate of return (IRR) of 27.6% using metal prices of US$2.75/lb copper, US$1.10/lb zinc, US$17.00/oz silver and US$1,250/oz gold and a currency exchange rate of 0.75 USD/CAD.
In connection with the completion of the Acquisition, the Company proposes to significantly strengthen its management team and board members with a number of new appointments including Mr. Stephen Quin, President & CEO of Midas Gold Corp. and former CEO of Sherwood Copper Corp., Mr. Bill Bennett, former BC Mines Minister and Allison Rippin Armstrong, former VP of Sustainability for Kaminak Gold Corp. Additional proposed appointments and complete bios are described further below.
“The acquisition of the Kutcho project represents a transformational growth opportunity for the company and its shareholders,” stated Vince Sorace, President & CEO of Desert Star Resources. “We believe Kutcho is an exceptional opportunity, with significant near-term upside potential in both the project economics and expansion of the existing mineral reserves and resources. Desert Star is guided by an experienced board, management and technical team with experience in project development, permitting and finance, all committed to working closely with First Nations, local communities and all levels of Government. We look forward to advancing Kutcho to a fully permitted status with strong First Nations, community and regulator support.”
- The Kutcho project is located in northern British Columbia, approximately 100 kilometres east of Dease Lake and Highway 37, and consists of one mining lease and 46 mineral exploration claims encompassing 17,060 Hectares.
- Mineralization at Kutcho comprises three known “Kuroko-type” volcanic massive sulfide (“VMS”) deposits aligned in a westerly plunging linear trend. The largest deposit, Main, comes to surface at the east end of the trend, with Sumac followed by Esso down plunge to the west.
- Over C$50 million of historical project expenditures that provided the basis for the 2017 updated PFS. Desert Star’s study includes parameter changes consistent with current market conditions, such as capital expenditures, operating costs, metal prices and foreign exchange rate.
2017 PFS Highlights
- Pre-tax NPV (8% discount rate) of C$423 million and IRR of 34.6%
- After-tax NPV (8% discount rate) of C$265 million and IRR of 27.6%
- Life of mine (“LOM”) net pre-tax cash flow C$801 million and LOM free cash flow (after-tax) C$533 million
- 12 year mine life with 2,500 tonne per day production rate for a total life-of-mine payable production of 378 million pounds of copper and 473 million pounds of zinc, plus by-product gold and silver
- Average annual production of 33 million pounds of copper and 46 million pounds of zinc, plus by-product gold and silver
- Initial capital costs, including 15% contingency, for a 100% owner-operated mine are estimated at C$220.7 million excluding sunk capital to the start of construction
- Operating costs of C$73.72/tonne of material milled
- Unit operating costs of US$1.60/lb copper excluding by-products, and US$0.59/lb copper net of by-products
- Pre-tax payback of 3.3 years and post-tax payback of 3.5 years
- Probable Mineral Reserve(1) at a 1.5% copper cut-off grade of 10.4 million tonnes averaging 2.01% copper, 3.19% zinc, 0.37 g/t gold and 34.61 g/t silver. A 1.5% Cu cut-off grade was used for mineral reserve estimation and is based on the 2011 mine plan.
Proposed Work Program
Desert Star has developed plans to advance the Kutcho project from the 2017 PFS to a fully permitted project with a feasibility study completed by the end of 2019. This work includes additional geotechnical work on the deposits, a drilling program to collect metallurgical samples and upgrade a portion of the inferred mineral resources to the measured and/or indicated categories so they could potentially be included in future studies, additional metallurgical test work to optimize metallurgical parameters, and environmental baseline studies.
Potential Exploration Upside
Significant exploration upside has been identified through historic work including several priority drill ready targets prospective for the discovery of new deposits including:
- mineralized drill intersections along strike and down plunge to the west from the Esso deposit (one of three VMS deposits comprising the Kutcho project) including 7.2 metres @ 1.96% copper, 5.24% zinc, and 18.0 g/t silver in DDH 94-B3;
- the FW Zone, a relatively narrow sulphide lens (2 to 5 metres thick) that lies beneath the Main Zone and currently has an historic estimate* – prepared as an internal document for Esso in 1979, of 230,000 tonnes averaging 1.47% copper, 5.52% zinc, 0.4 g/t gold and 43.7 g/t silver.
- In addition, there is favourable untested stratigraphy east of the Main Zone, and on the southern portion of the property where the Kutcho time equivalent sulphide horizon is fold repeated.
*A Qualified Person has not completed sufficient work to classify the historic estimate tabulated above as current mineral resources and the issuer is not treating the above mineral estimates as current mineral resources. The historic estimate is uncategorized and does not use the categories (“inferred”, “indicated” or “measured” mineral resource, or “probable” or “proven” mineral reserve) set out in Sections 1.2 and 1.3 of NI 43-101 as defined by the Canadian Institute of Mining, Metallurgy and Petroleum, are not compliant with the NI 43-101. The historical estimate is relevant to obtain a reference to mineral potential present on the property. The Company has not undertaken any verification of the historical data upon which the historical estimates are based on.
The company has engaged the following advisors:
- Fort Capital as its financial advisor in connection with the Acquisition
- Macquarie Capital Markets Canada Ltd. as its financial advisor and lead agent with regard to any acquisition financing
- C3 Alliance Corp as a strategic advisor on Community and First Nations engagement, project permitting and government relations
- JDS Energy & Mining Inc. as its lead technical consultant
- Farris, Vaughan, Wills & Murphy LLP as its legal advisor
2017 PFS Assumptions & Economic Results
A detailed analysis and update of capital expenditures and operating costs was conducted and compared to a previous Preliminary Feasibility Study for Kutcho prepared for Capstone in February, 2011 by JDS Energy & Mining Inc. entitled “Kutcho Copper Project Prefeasibility Study British Columbia” (the “2011 PFS”). The economic results of the 2017 PFS are summarized in Table 1 with parameters provided in Table 2 and all-in cash costs are shown in Table 3.
Table 1: Economic Summary (Base Case Scenario)
|LOM Net Operating Income||C$M||1,088|
|LOM Net Pre-tax Cash Flow||C$M||801|
|Average Annual Pre-tax Cash Flow||C$M||86|
|LOM Income Taxes||C$M||267|
|LOM Free Cash Flow (after-tax)||C$M||533|
|Average Annual Free Cash Flow||C$M||63|
|Pre-tax NPV (8% discount rate)||C$M||423|
|After-tax NPV (8% discount rate)||C$M||265|
Table 2: Operating and Capital Costs Parameters
|Parameter||Unit||2011 PFS||2017 PFS|
|UG Mining OPEX||C$/t mined||27.37||41.89|
|OP Mining OPEX||C$/t mined||1.84||1.93|
|Equipment Leasing||C$/t milled||4.21||1.66|
|Total Operating Cost||C$/t milled||63.23||73.72|
|Initial Capital (incl. contingency)||C$M||187.4||220.7|
|Sustaining & Closure Capital (incl. cont.)||C$M||26.1||67.1|
|Total Capital Cost||C$M||213.5||287.8|
Table 3: All-in Cash Costs (Base Case Scenario)
|Description||Unit||Life of mine total||C$/lbs Copper|
|UG Mining (incl. equipment leases)||C$M||419||1.11|
|Equipment Leasing (power plant)||C$M||17||0.04|
|Refining & Transport||C$M||193||0.51|
|Sustaining & Closure Capital||C$M||67||0.18|
|All-in Cash + Sustaining Cost (net of by-product)||0.97|
The 2017 PFS contemplates several sensitivity scenarios that demonstrate Kutcho’s robust economic nature under a variety of scenarios, which are summarized in Table 4.
Table 4: Commodity Price Sensitivity – Scenario Summary
|Case||Cu (US$/lb)||Zn (US$/lb)||Au (US$/oz)||Ag (US$/oz)||Forex (US$:C$)||After-tax NPV-8% (C$M)||After-tax IRR (%)||After-tax Payback (years)|
|B (Base Case)||2.75||1.10||1,250||17.00||0.750||265||28||3.5|
The 2017 PFS was conducted under the overall supervision of Gord Doerksen, P.Eng. of JDS Energy & Mining Inc. Mr. Doerksen is the VP Engineering at JDS and an independent qualified person under National Instrument 43-101 who has verified and approved the technical and scientific information related to the 2017 PFS and the 2011 PFS, and prepared the economic analysis included in this news release.
Mineral Reserves & Mineral Resources
- Measured and Indicated Mineral Resource (including Reserves) at 1.5% copper cut-off grade is 11.3 million tonnes averaging 2.19% copper, 3.28% zinc, 0.39 g/t gold and 36.7 g/t silver.
- The portion of this Mineral Resource that converted to Probable Mineral Reserve(1) is 10.4 million tonnes averaging 2.01% copper, 3.19% zinc, 0.37 g/t gold and 34.61 g/t silver;
Table 5: Mineral Reserves & Mineral Resources (at 1.5% Cu Cut-off Grade)
|Classification||Tonnes (‘000)||Grade||Contained Metal|
|Cu (%)||Zn (%)||Au (g/t)||Ag (g/t)||CuEq(2) (%)||Cu (Mlbs)||Zn (Mlbs)||Au (Moz)||Ag (Moz)|
(1) A Probable Mineral Reserve is the economically mineable part of an Indicated Mineral Resource, and in some circumstances a Measured Mineral Resource, demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
(2) Copper equivalencies are based on commodity prices of $2.75/lb Cu, $1.10/lb Zn, $17.00/oz Ag and $1,250/oz Au and recoveries of 84.7% Cu, 75.7% Zn, 48.0% Ag, 41.2% Au. Actual economic parameters, including recoveries, are subject to change as additional test work and studies are completed.
(3) The economic analysis contained in the 2017 PFS does not include inferred resources.
Cut-off Grade Sensitivities
As part of the 2017 PFS update, a new calculation for the cut-off value was conducted that returned a mill-head NSR (including recoveries) cut-off value of $74/t excluding royalties and sustaining capital. This converts to a 0.8% copper cut-off, including by-product credits. Tables 6-9 demonstrate the sensitivity to cut-off grade for the Measured, Indicated and Inferred Mineral Resources of the Main, Esso and Sumac deposits.
Table 6: Main Measured & Indicated Resources(4) by COG
|Cut-off Grade (%Cu)||Tonnage (Kt)||Grade|
|Cu (%)||Zn (%)||Au (g/t)||Ag (g/t)|
Table 7: Main Inferred Resources(4) by COG
|Cut-off Grade (%Cu)||Tonnage (Kt)||Grade|
|Cu (%)||Zn (%)||Au (g/t)||Ag (g/t)|
Table 8: Esso Measured & Indicated Resources(4) by COG
|Cut-off Grade (%Cu)||Tonnage (Kt)||Grade(1)|
|Cu (%)||Zn (%)||Au (g/t)||Ag (g/t)|
Table 9: Sumac Inferred Resources(4) by COG
|Cut-off Grade (%Cu)||Tonnage (Kt)||Grade(1)|
|Cu (%)||Zn (%)||Au (g/t)||Ag (g/t)|
(4)Mineral Resources that are not mineral reserves do not have demonstrated economic viability.
Acquisition Agreement Summary
- Desert Star to acquire 100% interest in Capstone’s wholly-owned subsidiary Kutcho Copper Corp. which holds 100% interest in the Kutcho project
- Desert Star to pay Capstone C$28.8 million cash upon closing
- Capstone to become 9.9% shareholder of Desert Star at the completion of the Acquisition
- The shares issued to Capstone, will be restricted from sale for a period of two years from the date of issuance. Upon termination of the pooling restrictions, Capstone must give the Company written notice of its intention to sell any of the Purchased Shares, and Desert Star will have a 10-day right to designate the purchaser of such shares.
- For so long as Capstone holds at least 5% of the issued and outstanding shares of the Company, Capstone will retain the right to:
- Appoint one director to Desert Star’s board; and
- Participate in any subsequent security offerings on a pro-rata basis in proportion to Capstone’s beneficial ownership interest in the Company’s outstanding shares immediately prior to such offering
- If the closing of the Acquisition has not occurred on or before August 31, 2017, either Capstone or the Company may elect to terminate the Agreement
Management and Board Appointments
In addition to the existing management, technical team and advisory board members, Desert Star will be strengthening management and boards with the following appointments:
Allison Rippin Armstrong – Community & Environment
Ms. Allison Rippin Armstrong has 20 years of experience working in permitting, regulatory processes and environmental compliance for resource companies, Indigenous organizations and NGOs. Most recently, Ms. Rippin Armstrong served as the Vice President, Sustainability for Kaminak Gold Corporation, which was acquired by Goldcorp Inc. in 2016 for $520 million. Ms. Rippin Armstrong’s experience includes roles in environment, lands and permitting for the Ekati Diamond Mine, Dene Nation and numerous resource proponent companies for projects in the NWT, Nunavut, Saskatchewan, Alberta and Ontario. Ms. Rippin Armstrong has also participated as an industry representative in the development of draft regulations with the federal government.
Stephen Quin – Director
Stephen Quin was appointed president, chief executive officer and a director of Midas Gold, Inc. effective January 1, 2011 and guided the Company through the completion of the acquisition of the Yellow Pine deposit, which forms a core asset in the Stibnite Gold Project, the creation of Midas Gold Corp. and its combination with Midas Gold, Inc. in April 2011, the 2011 TSX listing of Midas Gold Corp., and subsequent advancement of the Stibnite Gold Project and fundraising to support the work thereon.
Prior to joining Midas Gold, Mr. Quin served as president and chief operating officer of Capstone Mining Corp. (“Capstone”), a mid-tier copper producer with mines in Canada and Mexico and, before that, as president and chief executive officer of Sherwood Copper Corporation (“Sherwood”), which was amalgamated into Capstone in November 2008. As president and CEO of Sherwood, Mr. Quin led that company through the exploration, feasibility, permitting, mine financing and construction of the Minto Mine and subsequent operations, resource increases and production expansions. Mr. Quin also led Sherwood’s acquisition of Western Keltic Mines, Inc., the then owner of the Kutcho project, and Sherwood’s subsequent evaluation of the Kutcho project that led to the completion of the 2011 PFS. Prior to joining Sherwood, Mr. Quin was Executive VP at Miramar Mining Corporation, where he was responsible for exploration, business development and investor relations for 18 years, and notable milestones included the acquisition of the Con gold mine in NWT, the acquisition and exploration of the Hope Bay gold project in Nunavut and the creation of Northern Orion Exploration and its acquisition and advancement of the Agua Rica copper-gold-molybdenum porphyry copper project and the San Jorge copper project, both in Argentina.
Bill Bennett – Director
Bill Bennett was a government MLA in British Columbia for 16 years in the Riding of Kootenay East. In addition to holding portfolios for Local Government and Tourism, Mr. Bennett was named BC Mines Minister 3 separate times over his 16 years, and is known across Canada for his knowledge of the mining industry in BC, and has significant experience with all natural resources issues and with First Nations issues. He led the BC government’s efforts over many years to restore BC’s competitiveness for exploration investment, including having improved the BC Ministry of Energy & Mines permitting process and helping to launch BC’s First Nations mine revenue sharing program. Mr. Bennett has a BA from the University of Guelph and a law degree from Queens University.
Jay Sujir – Director
Mr. Sujir is an independent business advisor to the mining industry, and a lawyer and Partner in Farris, Vaughan, Wills & Murphy LLP’s Mining and Securities groups. He has over 30 years of experience acting for mining and other natural resource companies and is a member of the British Columbia Advisory Committee of the TSX Venture Exchange. Mr. Sujir has served as, and is currently a Director of several junior exploration and mining companies, including Leagold Mining, Red Eagle Mining and Excelsior Mining Corp.
Brad Mercer – Director
Mr. Mercer is a geoscientist with over 33 years of experience managing mineral exploration programs and feasibility evaluations of mineral properties focused in the Americas and is currently Senior Vice President, Exploration at Capstone Mining Corp. Mr. Mercer leads the exploration team at Capstone, credited with discovering nine copper-gold deposits in six years at the Minto Mine, Yukon, and is currently continuing success at the Cozamin Mine in Mexico. In addition to successes at the Minto and Cozamin mines, Mr. Mercer lead teams credited with the discovery of the Moly Brook molybdenum deposit and the Unknown Brook gold deposit, both located in Newfoundland, Canada. It is anticipated that Mr. Mercer will serve as Capstone’s appointee to the board of Desert Star.
Peter Meredith – Technical Advisory Board
Mr. Meredith served as the Chief Financial Officer of Ivanhoe Mines Ltd. (now Turquoise Hill Resources Ltd.) from June, 1999 to November, 2001 and from May, 2004 to May, 2006, and as Deputy Chairman from May, 2006 to April, 2012. He also served as the Chief Executive Officer of SouthGobi Resources Ltd. from June, 2007 to October, 2009. During his tenure with the Ivanhoe Group of Companies (“Ivanhoe”) he participated in raising more than US$4 Billion to advance the business interests of various companies within the group. Prior to joining Ivanhoe, Mr. Meredith spent 35 years with the accounting firm Deloitte & Touche LLP where he was a Senior Partner. He has extensive experience in regulatory compliance and corporate finance, with an emphasis on public resource companies and is a member of the Canadian Institute of Chartered Accountants. He has served on the Board of Directors of many companies, including but not limited to, Turquoise Hill Resources Ltd., Great Canadian Gaming Corp., China Gold International Resources Corp Ltd., SouthGobi Resources Ltd., Ivanhoe Energy Inc., Entree Gold Inc., Ivanhoe Australia Ltd., Asia Gold Corp., Besra Gold Inc. (formerly Olympus Pacific Minerals Inc.) and Jinshan Gold Mines Inc.
Completion of the Acquisition is expected during Q3 2017 and is subject to a number of conditions precedent, including, without limitation, the receipt of all regulatory approvals, including the acceptance of the TSX Venture Exchange (the “Exchange”). As this is an arm’s length transaction and will be treated as a “Fundamental Acquisition” pursuant to the policies of the Exchange, the Company is not required to seek approval from its shareholders.
In connection with the closing of the Acquisition, all of the 2,500,000 share purchase warrants issued in connection with the closing of the Company’s private placement of units announced on May 1, 2017, will automatically terminate in accordance with their terms.
Trading in the common shares of the Company has been halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.
Gord Doerksen, P.Eng., a Qualified Person as defined by National Instrument 43-101, has read and approved all technical and scientific information contained in this news release. Mr. Doerksen is Vice President Technical Services for JDS Mining and the lead Author of the 2017 PFS.
Rory Kutluoglu, B.Sc. P.Geo., a Qualified Person as defined by National Instrument 43-101, has read and approved all technical and scientific information contained in this news release. Mr. Kutluoglu is the Company’s Vice President Exploration.
The QPs verify that sufficient data verification was conducted for the 2017 PFS and that this data is adequately representative of the project.
President and CEO, Desert Star Resources Ltd.
Cautionary Note Regarding Forward-Looking Statements
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.
This news release contains certain statements that may be deemed “forward-looking statements” with respect to the Company within the meaning of applicable securities laws, including statements with respect to the proposed Acquisition and changes to the Company’s management and board, estimated mineral resources and mineral reserves, the timing and amount of estimated production, costs of production, capital expenditures, commodity price assumptions, the Company’s ability to successfully obtain all regulatory approvals and permits to commence and conduct mining operations, environmental risks and title challenges.Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Desert Star believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, Desert Star’s ability to obtain all requisite approvals for the proposed Acquisition and board and management changes, including approval of the TSX Venture Exchange, the Company’s ability to raise sufficient capital to fund its obligations under the Acquisition or under its property agreements going forward, to maintain its mineral tenures and concessions in good standing, to explore and develop Kutcho or its other projects, to repay its debt and for general working capital purposes; changes in economic conditions or financial markets; the inherent hazards associates with mineral exploration, and mining operations, future prices of copper and other metals, changes in general economic conditions, accuracy of mineral resource and reserve estimates, the ability of Desert Star to obtain the necessary permits and consents required to explore, drill and develop Kutcho and if obtained, to obtain such permits and consents in a timely fashion relative to Desert Star’s plans and business objectives for the projects; the general ability of Desert Star to monetize its mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company’s operations, compliance with environmental laws and regulations, aboriginal title claims and rights to consultation and accommodation, dependence on key management personnel and general competition in the mining industry. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of Desert Star’s management on the date the statements are made. Except as required by law, Desert Star undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.