By Sunridge Gold,
SUNRIDGE Gold Corp. (the “Company” or “Sunridge”) (SGC: TSX.V/SGCNF: OTCQX) is pleased to announce that Sunridge and the Eritrean National Mining Corporation (“ENAMCO”) have executed a shareholders’ agreement (the “Shareholders’ Agreement”) to organize and operate the Asmara Mining Share Company (“AMSCo”) the operating entity which will own and operate the Asmara copper-zinc-gold mining project (the “Property”) in Eritrea.
AMSCo will be owned 60% by Sunridge and 40% by ENAMCO (30% participating and 10% free carried interest) and will have a board of directors of five, comprising three from Sunridge and two from ENAMCO. All future project development or exploration costs will be shared two-thirds Sunridge and one-third ENAMCO.
Michael Hopley, President and CEO of Sunridge said “Signing the AMSCo shareholder agreement is another major milestone that we have now achieved in the development of the Asmara mine. The payments from ENAMCO to Sunridge totaling US$5 million over the next few months, together with the relief from having to fund our in-country programs through AMSCo for the next US$6 million of expenditures, will provide Sunridge with a healthy treasury. We are very pleased to have ENAMCO as our partner and look forward to a continued close working relationship.”
On February 4, 2014, Sunridge announced that it had signed a binding term sheet for the purchase of the 30% participating interest pursuant to which ENAMCO agreed to pay Sunridge US$18.33 million in stages prior to production. Pursuant to the Shareholders’ Agreement, ENAMCO has now agreed to pay the first US$5 million of the purchase price on the following accelerated schedule:
US$2 million to be paid immediately on signing the Shareholders’ Agreement
US$1 million by September 30, 2014
US$1 million by October 30, 2014
US $1 million by November 30, 2014
The balance of the US$13.33 million will be paid in installments beginning upon signing a finance agreement that secures a significant portion of the financing required to develop the Property (the “Financing Agreement”);
US$6 million to be paid upon on signing the Financing Agreement
US$4 million 6 months after signing the Financing Agreement
US$3.3 million 12 months after signing the Financing Agreement
In the Shareholders’ Agreement, the parties have agreed that ENAMCO will contribute one-third of the funding of expenditures on the project, including exploration and development retroactive to July 4, 2012, the date ENAMCO delivered its notice of intention to exercise its full purchase option. Since then, Sunridge has contributed approximately US$12 million to the project and now ENAMCO has agreed to fund the next approximately US$6 million to AMSCo for their portion of retroactive contributions to the project.
The terms of the Shareholders’ Agreement also contain all the normal provisions regarding the governance and operations of AMSCo.