High Grade Philippines Gold Project
High Grade Philippines Gold Project
High Grade Philippines Gold Project
6 DECEMBER 2018
TRIBUNE RESOURCES
ACQUIRES INTEREST IN H I G H -
G R A D E P H I L I P P I N E S LOW
SULPHIDATION
EPITHERMAL GOLD PROJECT
SUMMARY .............................................................................................................. 4
FUNDING .............................................................................................................. 17
GLOSSARY ........................................................................................................... 31
APPENDIX 1 ...................................................................................................................32
APPENDIX 2.......................................................................................................... 39
APPENDIX 3.......................................................................................................... 42
APPENDIX 4.......................................................................................................... 47
DIWALWAL VEIN SYSTEMS
Not to Scale
Looking East
Significant gold
Only 21 historical
mineralisation drilled
diamond drill holes
at PMDC Victory
Tunnel project
Strong community
& Philippine
Underground diamond
Government support
drilling to commence
• The best mineralised epithermal veins at Diwalwal have been extensively worked by adits and
shafts, with Balite and Buenas-Tinago veins the most productive. Balite has been traced by
artisanal and small-scale mining operators over a strike length of 1.2 km and up to 300 m
vertically. The Buenas-Tinago vein has been mined by JBMMC for 925m along strike and up to
250m vertically.
• The Philippine Mining and Development Corporation (“PMDC”) completed 21 underground
diamond drill holes in the Victory Tunnel Project area (part of the Pacominco area) in 2006.
This drilling intersected significant high grade gold mineralisation in the Balite vein down dip of
the artisanal workings. Mineralisation remains open along strike and at depth.
• The widest intercept is 16.65 m @ 5.85 g/t Au in drill hole UDDH-1B. The best grade is from
UDDH-2B, 4.16m at 17.0 g/t Au (refer Appendix 4 for all results).
• TBR and Prometheus would like to thank the PMDC, in particular, Chairman Atty Alberto Sipaco
for his continuing support in assisting with the completion of these agreements in order to
advance the Diwalwal Gold Project. In particular we would like to thank him for his invaluable
assistance with the local community and other interested parties.
FIGURE 2: Clemente Arguanta (Pacominco), Rueben Arbaquez (Pacominco), Martin Dormer (Prometheus),
Robert McKenna (PIMC), Kabir Osman (Prometheus), Chr. Joselito Brillantes (JBMMC), Manuel Brillantes
(JBMMC), Karen Brillantes (JBMMC), Chay Kee Tan (Prometheus).
FIGURE 3: Robert McKenna (PIMC), Kabir Osman (Prometheus), Attny. Alberto Sipaco (PMDC),
Esmeraldo Salvana (PACOMINCO)
FIGURE 4: Mineral deposits of the Philippines and their estimated metal endowment (Source: MML, ASX
announcement, Annual Mineral Resources and Ore Reserves Update Statement, 23/11/2016).
FIGURE 5: Gold mineralisation at Diwalwal. Oblique and overhead views (IFSAR topographic DTM with
surveyed historic and active workings, 2017). (The term ‘Orebody’ refers to an interpreted zone of
mineralisation and does not imply any ore has been, or will be, defined.)
FIGURE 6: Balite Exploration Target showing interpreted lodes (Shape 1 to Shape 5) within the vein system, along with the
mine development (green) and diamond drill hole traces (black).
• Methodology: Digital geological interpretation on eight cross sections encapsulated grade intersections at a 3.0 g/t
Au cutoff. Perimeters were wireframed forming 5 solid shapes representing 5 veins within the vein system. A grade
cap of 60 g/t Au was applied to the analytical data used for the grade estimation. Inverse distance was used to
interpolate gold grades. A search radius of 200 by 100 m was applied for the along strike and down dip directions
respectively. A bulk density of 2.7 t/m3 was applied. An estimate was determined at a cut-off grade of 3g/t Au giving
a figure of tonnes and grade. A range of grade and tonnes was empirically determined by increasing the estimated
tonnes and grade figures to 105 – 110% and decreasing the figures to 80 – 90% to determine maximum and minimum
ranges respectively.
• Further detailed information about the Balite Exploration Target, methods of estimation and the
underlying exploration results is provided in the Project Summary section (page 25) while
Appendix 4 provides a listing of significant intersections and all drill hole collar data.
• Discussion of the JORC Code Table 1 Criteria are provided in Appendix 3.
(b) Consideration was the issue of 5,500,000 ordinary fully paid shares (“Shares”) in the capital of
Tribune Resources at a deemed issue price of $4.50 per Share for a total consideration of
$24.75 million. In addition, Tribune Resources will pay US$4.0 million in the near term
representing the final payment to the PMDC in respect to the acquisition of the PMDC Victory
Tunnel Project (which forms part of the Pacominco Investment Agreement);
(c) The acquisition of Prometheus has been undertaken pursuant to Tribune Resources 15%
placement capacity under 7.1 ASX Listing Rules.
(d) On completion of the acquisition, the pro-forma capital structure of Tribune Resources will be
approximately as follows in table 1.
TABLE 1: Tribune Resources pro forma capital structure following the acquisition of Prometheus
Developments.
NOTES
1 A further payment of US$4.0 million (A$5.50 million) is due to be paid in respect to the Pacominco
Investment Agreement.
5
Prometheus Developments Perentie Infrastructure
1
40% (Legal Ownership)
Earning 40% (Legal Ownership)
2
80% (Earning Economic Ownership)
3
Earning 40% (Legal Ownership)
Earning 40% (Legal Ownership)
4
Earning 80% (Economic Ownership)
FIGURE 6: Prometheus joint venture and investment structures showing economic and legal interests.
In accordance with Philippine Law, foreign companies are permitted to hold a maximum of 40% legal
interest in any mining tenement, therefore Perentie (a Philippine registered company) will hold a
40% legal interest for the benefit of Prometheus in both the Pacominco Investment Agreement
and the JB Mining Joint Venture Agreement.
Further to the legal interest, the Pacominco Investment Agreement and the JB Mining Joint
Venture Agreement allow Prometheus to acquire an 80% economic interest in the Pacominco
Gold Project and the JB Management Contract Area.
NOTES
1 Prometheus currently has a 40% direct (legal) interest in Pacominco pursuant to the Pacominco
Investment Agreement.
2 Prometheus has an agreement with Perentie to receive all cash distributions received from its 40%
interest in Pacominco (at the completion of Prometheus’s obligations under the Investment Agreement).
3 Prometheus will have a 40% direct (legal) interest in the JB Management JV on the completion of its
obligations under the JB Management JV.
4 Prometheus has an agreement with Perentie to receive all cash distributions received from its 40%
interest in the JB Management JV (at the completion of Prometheus’s obligations under the JV).
5 Perentie is a Philippine registered company whose role is to hold a 40% interest in Pacominco and a 40%
interest in the JBMMC JV. All distributions from Pacominco and the JBMMC JV are to be held on trust for
Prometheus.
Expenses Payments to be
Associated Received
with TVI Buyout
& Expenses (US$)
(US$)
Upon
completion of
the Conditions 1
USD 500,000 1
USD 500,000
0 Precedent in 40% 0%
(COMPLETED) (PAID)
Section 3 of the
Agreement
Within 6 months
from the Stage 1:
completion of 1
USD 3,000,000
conditions (PAID)
1 precedent 40% 20%
stated in JOA Stage 2:
between PMDC USD 4,000,000
+ the Company
Within 1 year
from signing of 1
USD 2,500,000 1
USD 500,000
2 this Agreement 40% 20%
(COMPLETED) (PAID)
From 1st
anniversary of
signing up to the
3 2nd year USD 4,500,000 USD 2,500,000 40% 30%
anniversary of
Agreement
From 2nd
anniversary of
signing up to
4 3rd yr USD 4,500,000 USD 2,500,000 40% 20%
anniversary of
Agreement
Total USD 12,000,000 USD 7,000,000 USD 500,000 USD 5,500,000 40% 40%
NOTES
1 Financial commitments in Stages 0, 1 and 2 have been completed by Prometheus as indicated in green
on table 3.
(b) Pacominco in turn has a Joint Operating Agreement (“JOA”) with the PMDC that governs the tenure,
reporting responsibilities, exploration, development, processing and utilization of resources on the
project area.
(c) In accordance with Philippines Law, a Philippine owned company Perentie Mining Infrastructure Corp
(“Perentie Infrastructure”) will hold a 40% ownership on completion of the obligations of Prometheus
Developments under this Investment Agreement.
(d) Table 3 indicates the cash payments and expenditure commitments required for Prometheus to earn a
40% interest in Pacominco and 40% for Perentie Infrastructure. As outlined earlier, Prometheus has
an agreement to receive all cash distributions from Perentie Infrastructure from its 40% interest in
Pacominco (on the completion of Prometheus obligations).
(e) Appendix 1 sets out the Pacominco Investment Agreement in more detail.
Upon
commencement
1 of mining and 60% 40% 0% US$ 750,000
processing.
NOTES
1 Completed
(a) On 20 October 2017, Prometheus executed a Joint Venture Agreement with JB Management
covering 452.29 hectares (Contract Area) on the Diwalwal Mineral Reservation that will allow
Prometheus to earn an economic interest of up to 80% in the Contract Area and a legal interest of up
to 40% in the joint venture company (to be incorporated).
(b) JB Management also have a JOA with the National Resource Development Corporation (“NRDC”).
(c) Perentie will hold a 40% ownership on completion of the joint venture obligations of Prometheus.
(d) Table 4 indicates the cash payments and expenditure commitments required for Prometheus to earn a
40% interest in the JB Management JV and 40% for Perentie. As outlined earlier, Prometheus has an
agreement to receive all cash distributions from Perentie from its 40% interest in the JB Management
JV (on the completion of Prometheus obligations).
(e) Appendix 2 sets out the JB Management Joint Venture Agreement in more detail.
Item Expenditure
2
Current cash $62,000,000
Minimum expenditure over the next 12 months $6,250,000
Estimated costs of the Acquisition $100,000
3
Cash to be paid for PMDC Victory Tunnel $5,500,000
Net Cash Position $50,150,000
TABLE 5: Current net cash position (excluding operating cash flow from the EKJV) of Tribune, following
payments pursuant to the acquisition of Prometheus and the completion of Stage 3 minimum expenditure
at the Diwalwal Gold Project.
1. The Company intends to source funding for exploration through operating cash flows from the East Kundana Joint
Venture (“EKJV”) (Northern Star Resources Ltd (Operator) 51%: Tribune Resources Ltd: 36.75%, Rand Mining
Ltd: 12.25%) and equity or debt raisings if required (Additional Funds). Table 5 therefore does not reflect projected
income from the EKJV for the year ending 30 June 2019.
2. Current cash position not taking into consideration approximately 15,000 of gold bullion attributable to Tribune and
run of mine ore.
(b) Future (Contingent)1 Payments: It should be noted that the future payments (cash/shares)
totaling US$6.5 million that form Stages 1, 2, 3 and 4 in Table 4 (above) of the JB Management JV
Agreement are based on production and/or JORC resource targets being met that could
potentially add significant value to the shareholders of TBR;
(c) Future Incurred Expenses: It should be noted that the expenditure requirement totaling US$6.0
million that form Stages 1, 2, 3 and 4 in Table 4 (above) are to be funded as set out in Table 5.
(b) Future Incurred Expenses and Payments: The future payments and exploration expenditure that
form Stages 3 and 4 are proposed to be funded from operating cash flow and the existing cash
reserves of the Company (Table 5).
The Diwalwal area is situated on the western flank of the Diwata Mountain range and has moderate
to very steep slopes covered in thick tropical vegetation. This area is administered under Region XI
which comprises 4 provinces.
The Balite and the Buenas-Tinago veins have been the focus of extensive artisanal and small-scale
mining activity. Balite dips at 75° - 85° to the south, has widths of 2.5 to 6 m, along a strike length of
about 1.2 km and a known vertical extent of 570 m, with a typical gold grade in the order of 10 g/t in
mined faces. Buenas-Tinago vein 45° - 55° to the south, has widths of 1 to 4 m, a measured strike
length of 925 m, and a vertical extent of +250m, with a typical gold grade in the order of 8 g/t in
mined faces. Where splits occur in dilatant areas, the veins may be appreciably wider.
TENEMENTS
FIGURE 8: Tenement map of Diwalwal Mineral Reservation area, eastern Mindanao, Philippines.
Black = DMRA; Red = Upper Ulip Area; Yellow = 729 Area; Blue = 452 Area; Purple = 108 Area.
FIGURE 9: Tenement map of Diwalwal Mineral Reservation area showing mineralised veins, eastern
Mindanao, Philippines.
The Diwalwal Gold Project (Figures 8, 9) consists of the following 3 mineral title areas:
1. 729 Area, below 600 m Level, with the upper elevation limits of the property formerly defined as
the position of the Victory Tunnel (a large adit drive).
2. 452 Area - a portion of the 729 Area measuring 452.29 ha from 600 m Level up, with the exclusion
of a portion measuring 108 ha from 750 m Level and up.
Under the Department Administrative Order (DAO) No. 2003-38, the Natural Resources
Development Mining Corporation (NRMDC) was appointed as the new implementing arm of the
Philippines Department of Environment and Natural Resources (DENR) in undertaking the mining
and mineral processing operations in the 8,100-hectare Diwalwal Mineral Reservation (DMR). The
NRMDC was renamed the Philippine Mining Development Corporation (PMDC) to avoid name
confusion.
Natural Resources Development Corporation (NRDC), another corporate arm of the DENR,
managed the 729 Area from 600 m Level to surface where most of the small-scale mining is
concentrated. A private company, JB Management Mining Corporation (JBMMC), signed a JOA with
NRDC on a 452.29 ha northern portion of the 729 Area which covers the existing workings of the
JBMMC. The remaining part of the 729 Area, measuring 276.71 ha from 600 m Level to surface, is
still being mined by small scale miners. It is now under the management of the PMDC as all assets
of NRDC were transferred to PMDC by virtue of a Memorandum of Agreement signed by the DENR,
NRDC, and NRMDC on November 28, 2003 (PMDC, Diwalwal Project Description).
REGIONAL GEOLOGY
The regional geology of the Philippines comprises a complex sequence of juxtaposed and
superimposed island arcs formed by multiple episodes of subduction, arc-magmatism, ocean basin
closure, collision, ophiolite accretion, and lateral translation of terranes through regional strike slip
faulting. The Philippine archipelago is currently bounded by opposed active subduction zones to both
the east and west. The 1,500 km long Philippine Fault System transects the archipelago, has
significant sinistral strike slip movement and is linked to significant copper and gold mineralisation
on Luzon to the north.
Tectonically the Diwalwal project is located east of the Philippine fault system in the Southern Pacific
Cordillera, which hosts a north striking band of epithermal gold deposits. These deposits are
interpreted to be hosted in collision-related structures that are older than the Philippine fault.
The Diwalwal project area is underlain by Cretaceous to Paleogene volcanics consisting of andesitic
to basaltic lavas, pyroclastics and volcaniclastics belonging to the Barcelona Formation and Miocene
intrusives of the Cateel Diorite. These are unconformably overlain by a series of younger sediments.
The Diwalwal gold mineralisation is classified as low-sulphidation epithermal type. The gold-bearing
quartz veins are hosted in extensional fractures interpreted as related to a tectonic collision event
which has also produced north trending thrust faults and east to east-northeast trending normal and
strike-slip faults in the Diwalwal district.
The auriferous vein structures are most likely long-lived and have undergone a complex
deformational history. The fissure veins are in sharp contact with the volcanic/volcaniclastic host
rocks and exhibit rhythmic depositional textures such as colloform and crustiform banding.
A Philippine government agency (PMDC) was formed in late 2003 to conduct resource development
and mining in the DMRA. They initially conducted stream sediment sampling, geologic mapping,
rock sampling, ridge and spur and grid soil sampling, underground mapping, and channel sampling.
PMDC took over the Victory Tunnel that was originally driven by JBMMC and conducted mapping
and exploration drilling from this tunnel comprising 21 diamond drill holes with an aggregate length
of 3,833 m. Numerous high-grade gold intersections were recorded for the Balite vein, but
exploration and development stalled.
PMDC conducted a mining study in 2007 and which included developing mineral resource estimates
that were UNFC-1997-based and not JORC Code compliant. These covered the mid-levels of the
the Balite and Buenas-Tinago veins. This estimate built upon and superseded two earlier UNFC-
1997-based resource estimates by the Technical Working Group (TWG) of DENR-MGB which
evaluated the resource of Buenas-Tinago Vein in 2003 and defined as inferred from level 200-730
mRL and indicated from level 730-800 mRL. The estimates are foreign estimates and are not
reported in accordance with the JORC Code; a competent person has not done sufficient work to
classify the foreign estimates as Mineral Resources in accordance with the JORC Code; and
therefore, these estimates may not be publicly reported.
Classification of the foreign estimates were based on an adaption of the United Nations Framework
Classification For Minerals and Solid Fuel of 1997 (UNFC-1997). The adapted definitions of inferred,
indicated and measured resources used were detailed in a report by the DENR-MGB Technical
Working Group dated 9 Jan 2003 titled ‘Update on the Gold Mineral Resource at Diwalwal (Balite
and Buenas-Tinago Vein’). These appear to have been again adopted by PMDC in their report dated
May 2007 titled ‘Feasibility Study of the Diwalwal Gold Project although the report did not specifically
state this was the basis of the resource classification presented.
No Mineral Resources are reported for the Diwalwal Gold Project by Tribune.
PREVIOUS PRODUCTION
The gold produced from the Diwalwal field since its discovery in 1984 can never be accurately
determined due to the predominance of artisanal and small-scale miners who do not keep records
of production and gold is sold through unofficial channels. Considering the general extent of existing
artisanal and small-scale underground workings and the thickness of the veins, the amount of ore
extracted from the Balite and Buenas-Tinago veins is estimated to be between 1.5 and 2.5 Mt.
Considering the existing sampling of the veins an average recovered grade of between 6 and 10 g/t
Au is likely. This would indicate a range of between 0.3 Moz Au and 0.8 Moz Au (1.5 Mt @ 6 g/t to
2.5 Mt @ 10 g/t Au) with a preferred figure of 0.5 Moz Au for total historical production from the Balite
and Buenas-Tinago veins could be estimated.
A re-assaying exercise by Prometheus on Balite vein drill core samples and subsequent QAQC
analysis has revealed important conclusions: Results under 5 g/t Au are unreliable and strongly
biased high. Results over 5 g/t Au are repeatable, showing good correlation with re-analysis gold
grades. This re-assaying provides an increased level of confidence in the PMDC resource figures
and confirms the robustness of the Balite vein as an exploration target showing strong gold grades
across a broad strike and dip extent. No other problems were identified with PMDC’s drilling, core
sampling techniques and laboratory procedures, with no significant inconsistencies between Intertek
pulp re-assays and quarter core assays.
The sample pulps from PMDC laboratory sample preparation of Balite Vein drill core is stored
securely at the PMDC facility and are in good condition with clear labels intact. Independent
consultants to Prometheus, CSA Global, have reviewed the data and consider that these samples
are suitable for re-submission for assaying at an accredited external laboratory and that the results
would be suitable for inclusion in estimating a Mineral Resource under the JORC Code.
Prometheus have compiled an electronic database incorporating historical data by input from paper
sources and new data from their 2018 exploration, re-logging and re-assaying work. No database
from earlier work is known.
Tribune estimate an Exploration Target (JORC code 2012) for the Balite vein in the range:
• 1.5 Mt to 2.0 Mt at a grade of between 7.5 to 9.0 g/t Au
This represents a target containing from 0.35 Moz up to a potential 0.56 Moz gold. The target is not
closed off and further exploration potential exists down dip and along strike to the east.
This Exploration Target covers a strike of 550 m and 200 m of vertical extent, in the mid levels of
the Balite vein system below the existing workings, from the 600 m Level down dip to 400 m Level.
Figure 6 illustrates the Exploration Target in plan view. Grade is estimated based on analysis of 21
diamond core holes drilled in 2006, with geometry derived from core logging, underground mapping
and location of artisanal mine workings.
The Balite vein outcrops about 900 m south of Buenas-Tinago vein. Balite trends 90°E to N55°E,
dipping steeply to the south. Balite has average vein widths of 2.5 to 6 m along a measured strike
length of 1.2km and a vertical extent of 570 m (970 m to 400 m Level) based on mining and drill
intercepts extent down to 350 m Level. Mineralisation is open to the northeast and downdip.
The methodology of developing the Exploration Target estimate was as follows:
• Geological interpretation was based on of diamond drill data. Assumptions were made about the
continuity of mineralisation along strike and down dip. This was based on the very contiguous
nature of the mineralisation mined in the upper levels over a 30 year period and geological
mapping of Victory Tunnel workings.
• Eight cross sections were digitally interpreted at 50 - 150 m intervals along the strike of the vein
system.
• Perimeters encapsulated grade intersections at a 3.0 g/t Au cut-off with 2 m downhole minimum
width, with an added 0.5m ‘skin into the waste above and below the high-grade zone (to model
mine dilution).
• Perimeters were linked together under the wireframing process to form 5 solid, which represented
5 veins within the vein system.
• Perimeters were projected past the last drill intercept up and down dip and along strike from 50
m up to 150m using the interpreted geology as a basis.
• No statistical or geostatistical investigations were undertaken.
• A grade cap of 60 g/t Au was applied to the analytical data used for the grade estimation, with
one sample cut.
Appendix 4 provides a listing of significant intersections and all drill hole collar data.
The further detail provided in Appendix 3 “JORC Code Table 1” provides a guide to the reliability of
the work programs on which the Exploration Target is based. It also provides a summary of the key
assumptions and methods used to prepare the estimates.
The evaluation and exploration work that needs to be completed to verify the Exploration Targets in
accordance with the JORC Code (2012) is described below under the heading “Planned
Exploration”.
Buenas-Tinago Exploration
Tribune have elected not to estimate an Exploration Target tonnage and grade range for the
Buenas-Tinago vein at this time.
There has been no drill testing of the vein in the area held under the project tenure. Although there
has been extensive extraction of the mineralisation from surface to the 750 m Level by JBMMC, the
operation is small-scale with minimal forward planning, exploration or record keeping. As a result,
no drilling has occurred, and no useful channel sample results are available. Some face and cross-
cut sampling have occurred, but the assaying is at an unaccredited local laboratory with no pulps
preserved for QAQC re-analysis. Thus, reporting in conformance with the JORC code would be
problematic.
EXPLORATION POTENTIAL
Geologically the project is robust, with the likelihood of exploration success rated as high. CSA
Global assessed the Balite Vein as being the highest priority exploration target in the Diwalwal Gold
Project, and the Buenas-Tinago Vein also a high priority, both worthy of immediate extensive
diamond drilling programs. Prometheus are in the process of designing a detailed drilling program
which will utilise the existing underground development of the Victory tunnel. The primary goals of
this program are to supersede the currently reported foreign mineral resource with an updated
Mineral Resource estimate reported in conformance with the JORC Code.
CSA Global regard the mid levels of the Balite and Buenas-Tinago veins to have excellent
exploration potential and recommend further diamond drilling along the known length of the veins to
Other veins, such as the Central and Pagasa veins, will be explored by scout drilling from
underground and surface. The Paraiso area in the Upper Ulip Area represents an interesting
exploration play and plans for detailed mapping and rock sampling over the Majo and Rock Star
prospects, with follow-up drilling of any targets, are justified.
Planned Exploration
Re-submission of all PMDC sample pulps of Balite Vein drill core at an accredited external laboratory
is initially planned. Underground diamond drilling is planned using the existing Victory Tunnel as
access. Drilling on the two main veins (Buenas-Tinago and Balite) is planned at about 40 m spacing
to delineate Mineral Resources. Figure 11 provides a schematic representation of the proposed
program.
The drilling will require significant mining works. Initially, rehabilitation of the Victory Tunnel up to the
old drilling sites at Balite will be required, including widening and ground support. The following mine
development, on the 600m RL, is proposed: mining of further strike drives to gain access along the
Buenas-Tinago vein and further east to extend access along the Balite and Central veins; mining of
drill recesses at 40 m intervals. Mining of cross-cuts at 40 m intervals may follow, given encouraging
drilling results.
The full program would amount to approximately 29,000 m of drilling. The objectives and timing of
the staged program are set out as follows:
Phase 1: Test the Exploration Target by drilling the Balite vein intersecting the mineralised zone at
approximately 40 m intervals. Estimate a maiden Mineral Resource using the new data and
incorporating historical data where it can be substantiated. (timing: Feb to Sept 2019).
Phase 3a: Test the Buenas-Tinago vein by infill diamond drilling at approximately 40 m intervals.
Estimate a maiden Mineral Resources using the new data. (timing: June to Sept 2019).
Phase 3b: To explore for strike and depth extensions of the known Buenas-Tinago and Balite
veins (below 600m Level for Balite and below 750 m Level for Buenas-Tinago). (timing: Sept 2019
onwards).
Phase 4a: Explore the Central vein by intersecting at different horizons below 600 m RL. This may
be incidental to the drilling at Balite vein or through holes primarily intended for the Central vein.
Explore for other veins parallel and adjacent to Buenas-Tinago and Balite. (timing: Nov 2019
onwards).
Phase 4b: Surface exploration of the tenement areas including geological mapping, geochemical
sampling, geophysical surveys, pit and trench sampling and diamond drilling.(timing: Nov 2019
onwards).
FIGURE 11: Schematic plan of proposed exploration underground diamond drilling program for the
Victory Tunnel project area (Scale – drill fans are 40m apart. Green = existing mine development; red
= drill holes; yellow = planned development and proposed drill holes).
EXPLORATION DATA
Prometheus geologists have compiled an electronic database in MS Access incorporating historical
data by input from paper sources and new data from their 2018 exploration, re-logging and re-
assaying work. No database from earlier work is known.
Prometheus, in addition to its focus on responsible exploration and mining practices, also recognises
the importance of having strong connections with the local community. Although in the early-stages of
development at Diwalwal, some important meetings have already been held with local leaders,
dignitaries and elders to discuss ways for Prometheus to assist in the improvement in the local
community through the benefits of gold mining.
Social development programs are implemented from the outset of exploration to establish the
Company's credentials, build sound working relationships with local communities and accumulate
political and social capital in anticipation of project development. Prometheus has a stated policy
commitment to committing 10% of its exploration budget to each year to social development initiatives
within the communities in which it operates. Earlier in 2017, meetings were held by Prometheus
personnel with members Barangay Tribal Council of Leaders Officials to discuss the road forward and
build what will be a firm relationship (Figure 12 and 13).
FIGURE 12: Prometheus consultant geologists Martin Dormer and Cliff Querubin meet with the Upper Ulip
Council of Elders
FIGURE 13: Prometheus geologist Cliff Querubin attends Knot tying ceremony held at Mabatas
Mr Anton Billis
Managing Director
UNFC-1997 United Nations Framework Classification for Minerals and Solid Fuel of 1997.
Expenses Payments to be
Associated Received
with TVI Buyout
& Expenses (US$)
(US$)
Upon
completion of
the Conditions 1 1
0 Precedent in USD 500,000 USD 500,000 40% 0%
Section 3 of the
Inv Agreement
Within 6 months
from the Stage 1:
1
completion of USD 3,000,000
conditions (PAID)
1 precedent 40% 20%
stated in JOA Stage 2:
between PMDC 22 Nov 2018
+ Pacominco USD 4,000,000
Within 1 year
from signing of 1 1
2 this Agreement USD 2,500,000 USD 500,000 40% 20%
From 1st
anniversary of
signing up to the
3 2nd year USD 4,500,000 USD 2,500,000 40% 30%
anniversary of
Agreement
From 2nd
anniversary of
signing up to
4 3rd yr USD 4,500,000 USD 2,500,000 40% 20%
anniversary of
Agreement
Total USD 12,000,000 USD 7,000,000 USD 500,000 USD 5,500,000 40% 40%
NOTES
1 The existing individual shareholders of Pacominco collectively will retain the remaining 20%
equity interest.
2 Financial commitments in Stages 0, 1 and 2 have been completed by Prometheus as
indicated in green on the table above. US$4.0 million remains outstanding as part of Stage
1.
1
2.0 CONDITION PRECEDENT TO INVESTMENT
The relevant 2Existing Shareholders shall execute the following, as conditions precedent to the
Investment;
(a) A Deed of Absolute Sale for the purchase of 2,000,000 common shares in PACOMINCO
amounting to 5% of the issued and outstanding shares of the Company owned by TVI
Resources Development Phils. Inc (“TVI”);
(b) A Contract to Sell between the relevant Existing Shareholders for the purchase of the rest
of TVI’s shareholdings in PACOMINCO amounting to 5% of 2,000,000 common shares,
which provides that full payment for the acquisition of such shares will be paid within 12
months from the signing of the Contract to Sell;
(c) A proxy for such shares covered by the Contract to Sell referred to in Section 2 (b) above;
(d) A waiver of the termination of the effectivity of the Heads of Terms dated 17 February 2012
(the “Heads of Terms”) between PACOMINCO and TVI; and
(e) The relevant corporate approvals for the amendment of the By-laws of PACOMINCO to
reflect the termination of the Heads of Terms.
The Schedule of Investments provided below in this Investment Agreement shall commence
upon the completion of the conditions’ precedent in this Section of the Investment Agreement.
(a) STAGE 0
Upon the execution of this Investment Agreement, the Existing Shareholders shall sell, assign,
transfer and deliver to Prometheus, and Prometheus shall accept and purchase from the
Existing Shareholders, all the Existing Shareholders’ right, title and interest in and to Sixteen
Million (16,000,000) issued and outstanding shares of common stock in PACOMINCO,
constituting forty percent (40%) of the issued and outstanding shares of common stock in
PACOMINCO, the terms and conditions of which will be contained in the relevant Deed of
Absolute Sale of Shares of Stock.
1Completed
2The Existing Shareholders are those shareholders of PACOMINCO prior to the Investment Agreement between PACOMINCO and PROMETHEUS
DEVELOPMENTS
The purchase price for the shares to be acquired under Stage 0 shall be USD$500,000 or the
equivalent amount in Philippine Pesos.
For the avoidance of doubt, upon the signing of this Agreement and after Stage 0, the
shareholdings in PACOMINCO shall be:
Percentage of Ownership
Shareholder Number of Shares
/ Voting Interests
(b) STAGE 1
Within six (6) months from the completion of the conditions precedent stated in the JOA between
PMDC and PACOMINCO for the Victory Tunnel Project, PIMC will be entitled to acquire an
additional Eight Million (8,000,000) issued and outstanding shares of common stock in
PACOMINCO, constituting twenty percent (20%) of the issued and outstanding shares in
PACOMINCO, the terms and conditions of which will be contained in the relevant Deed of
Absolute Sale of Stock.
The purchase price for the shares to be acquired under Stage 1 shall be 3US$7,100,000. Such
purchase price includes the payments to be made relating to the Victory Tunnel Project in order
to allow the Existing Shareholders to become a financial partner for the Victory Tunnel Project,
particularly;
(a) PHP 300,000,000.000 commitment fee to be paid to PMDC under the JOA; and
(b) PHP 55,000,000 to be paid to PMDC to cover PMDC’s commitments to JBMMC contract
area to be lifted.
The acquisition by Prometheus of additional shares in PACOMINCO under Stage 1 will result
in Prometheus owning 40% and PIMC owning 20% of the issued and outstanding capital stock
of PACOMINCO.
For the avoidance of doubt, after Stage 1, the shareholdings in the Company shall be:
Percentage of Ownership
Shareholder Number of Shares
/ Voting Interests
(c) STAGE 2
Within one (1) year from the signing of the Agreement, the Investors will have incurred an
additional amount of US$2,500,000 in expenses for the exploration, feasibility study,
development, production, and operations for and on behalf of PACOMINCO to conduct the
Projects.
Furthermore, the Existing Shareholders shall have completed the acquisition of the additional 5%
shares from TVI under Section 3 and acquired full legal and beneficial ownership of such shares.
In order to complete such acquisition of shares from TVI, PIMC shall advance the amount of
US$500,000.00, which may be applied to the acquisition of additional shares in PACOMINCO
from the existing shareholders under Stage 3.
For the avoidance of doubt, after Stage 2, the shareholdings in PACOMINCO shall be
maintained as follows:
.
Percentage of Ownership/
Shareholder Number of Shares
Voting Interests
(c) STAGE 3
Upon: (i) the Investors collectively incurring an additional amount of US$4,500,000 in expenses
for the exploration, feasibility study, development, production, and operations for and on behalf
of PACOMINCO to conduct the Projects, and/or (ii) within the period from after the first
anniversary of the execution of this Investment Agreement to the second anniversary of the
execution of this Agreement, PIMC may be entitled to purchase an additional Four Million
(4,000,000) issued and outstanding shares of common stock in PACOMINCO, constituting ten
percent (10%) of the outstanding shares, to be transferred from and sold by the Existing
Shareholders, the terms and conditions of which will be contained in the relevant Deed of
Absolute Sale of Shares of Stock.
The purchase price for the shares to be acquired under Stage 3 shall be US$ 2,500,000.00 or
the equivalent amount in Philippine Pesos. The amount advanced to the Existing Shareholders
under Stage 2 to complete the purchase of the shares from TVI may be applied by PIMC to the
purchase price and the acquisition of such additional shares under Stage 3.
For the avoidance of doubt, after Stage 3, the shareholdings in PACOMINCO shall be:
.
(d) STAGE 4
Upon: (i) the Investors collectively incurring an additional amount of US$4,500,000 in expenses
for the exploration, feasibility study, development, production, and operations for and on behalf
of PACOMINCO to conduct the Projects, and/or (ii) within the period from after the second
anniversary of the execution of this Agreement to the third anniversary of the execution of this
Agreement, PIMC may be entitled to purchase an additional ten percent (10%) of the
outstanding shares in PACOMINCO, to be transferred from and sold by the Existing
Shareholders, the terms and conditions of which will be contained in the relevant Deed of
Absolute Sale of Shares of Stock.
The purchase price for the shares to be acquired under Stage 4 shall be US$ 2,500,000.00 or
the equivalent amount in Philippine Pesos.
For the avoidance of doubt, after Stage 4, the shareholdings in PACOMINCO shall be:
The Parties agree to maintain the above shareholdings through the term of this Investment
Agreement.
However, in the event of such termination and/ or cancellation, Prometheus and PIMC shall be
deemed to have forfeited their participating interest and all interests, including all incurred
expenses and funding extended to JBMMC and the JVC as contemplated under Section 2 of
this Agreement, without recourse. Further, in the event of such forfeiture, the Parties will take all
necessary steps in good faith to execute the necessary agreements in order to give effect to such
forfeiture.
JBMMC has executed a Joint Operating Agreement (the “JOA”) dated 15 March 2010 with
the NRDC for the joint exploration, development, operation, and utilisation of the mineral
resources located at a contract area of 452.29 hectares (“the “Contract Area”) located within
the Diwalwal Mineral Reservation, Republic of the Philippines.
(b) The Parties shall secure the written consent of the NRDC approving the assignment of the
JOA from JBMMC to the JVC which will be incorporated by the Parties, and which shall then
assume all of JBMMC’s obligations under the JOA; notwithstanding the assignment of the
JOA to the JVC, the Parties have agreed that the mining area to be developed by the JVC
shall be limited to the Project Area (as defined in the Whereas clauses) which excludes the
areas above L+750 in the 108 hectare active area of the Contract Area.
(c) JBMMC wishes to enter into a joint venture with financial and technical partners for the
development and operation of the Contract Area (the “Project”), excluding the areas above
L+750 in the 108-hectare area of the Contract Area where JBMMC is currently operating (the
“Project Area”).
Upon
commencement
1 of mining and 60% 40% 0% US$ 750,000.00
processing
1
Already incurred by Prometheus
Stage 1 Shall begin upon the commencement of mining and processing operations by the JVC.
Stage 2 Shall begin after one (1) year of operations and upon achievement of an indicated
resource of 500,000 ounces (oz) at a minimum grade of 2g/t of gold.
Stage 3 Shall begin after two (2) years of operations and upon achievement of an indicated
resource of 1,000,000 ounces (oz) at a minimum grade of 2g/t of gold.
Stage 4 Shall begin after three (3) years of operations and upon achievement of an indicated
resource of 1,500,000 ounces (oz) at a minimum grade of 2g/t of gold.
In Stages 1 to 4, the increase in Prometheus’ and/or PIMC’s shareholdings in the JVC shall
be through the sale by JBMMC of issued and outstanding shares of common stock in the
JVC, the terms and conditions of which will be contained in a Deed of Absolute Sale of Shares
of Stock, and with the amounts indicated above as consideration; provided, in Stages 3 and 4,
JBMMC shall have the option to acquire shares in lieu of payments in US dollars, subject to
any further agreement between the parties.
The Parties understand that the above-mentioned periods are for the benefit of the Investors
and that the Investors shall have the sole option to accelerate any of their investments under
the above- mentioned periods, regardless of the length of operations or indicated resource
amounts achieved. In the event that the Investors shall exercise their right to accelerate any
of its investments under Stages 1 to 4, they will notify JBMMC of the acceleration of
investment, which will be exercisable immediately from such notice.
All corporate powers of the JVC shall be exercised, and all business conducted, by the Board
of Directors consisting of five (5) directors, a majority of whom shall be residents of the
Philippines. The Parties shall be entitled to elect representatives in the Board of Directors in
relative proportion, and to the extent, of their respective shareholdings.
Pursuant to the Memorandum of Agreement between the parties dated 24 August 2017
(“Agreement”), Prometheus and PIMC, at their sole and exclusive option, may terminate or
cancel this Agreement, if it determines that the Projects cannot be developed and operated
profitably, or further exploration, development and operation of the Projects are not
warranted, or the results obtained do not justify continuing mining operations; provided, that
written notice of termination and/ or cancellation shall be served on JBMMC thirty (30) days
in advance of the date of termination and/ or cancellation.
However, in the event of such termination and/ or cancellation, Prometheus and PIMC shall
be deemed to have forfeited their participating interest and all interests, including all incurred
expenses and funding extended to JBMMC and the JVC as contemplated under Section 3
of this Agreement, without recourse. Further, in the event of such forfeiture, the parties will
take all necessary steps in good faith to execute the necessary agreements in order to give
effect to such forfeiture.
This Agreement shall commence from the date of its execution and shall continue in effect
for the life of and until the completion of the Projects, unless (a) earlier terminated by mutual
agreement of the Parties or by (b) the non-defaulting Party by written notice to the defaulting
Party.
• The measures taken to ensure sample • Details of sample security were not recorded by PMDC.
Sample security. • Prometheus set-up a chain of custody sample transport protocol used
security for the two batches of sample despatch.
• The results of and audits or reviews of • CSA Global has undertaken an independent geological review of the
Audits or sampling techniques and data. Diwalwal project in October-November 2018. • The Competent
reviews Person for this announcement undertook a site visit to the Diwalwal gold
project in the Philippines from 10 to 15 October 2018, including 2 days of
extended discussions at the Prometheus office in Davao City and three
days in the field at the Diwalwal project area. At Diwalwal the following
areas were covered: underground inspection of the Victory and
Sunshine Tunnels, surface exposures of mineralised veins and host
rocks, local communities, the site of the proposed tailings dam and
treatment plant, the field office, the laboratory and the core storage
facility. Discussions were held with several Philippine government
agency staff. Detailed inspection of most of the available drill core was
undertaken with the full core of 14 holes checked against both the
original logs and the re-logging. Core in specific sample intervals was
compared to the analytical results – both the original PMDC and the
2018 re-analysis assay results. Available project data was examined.
• Type, reference name/number, location • Diwalwal Mining Reservation covers 8,100 ha centered on Barangay
Mineral and ownership including agreements or Mount Diwata. This reservation was issued by Presidential Proclamation
tenements material issues with third parties such as 297.
and land joint ventures, partnerships, overriding • Agreements pertaining to various portions of this Reservation are
tenure royalties, native title interest, historical outlined in the main body of this announcement.
status sites, wilderness or national park and
• The tenure is secure and in good standing at the time of writing.
environmental settings.
• The security of the tenure held at the
time of reporting along with any known
impediments to obtaining a licence to
operate in the area.
• Acknowledgement and appraisal of • Previous exploration has primarily targeted epithermal gold and porphyry
Exploration exploration by other parties. copper. Previous explorers of the Diwalwal area include:
done by • Mines and Geoscience Bureau and Japan International Cooperation
other parties Agency
• Apex Mining Co Inc.
• Marcopper Mining Corp (MMC)
• Chase-Delta-MMC JV
• JB Management Mining Corporation (JBMMC)
• Comval Tribal Resources Corporation
• PMDC
• Prometheus
• Previous work has included stream sediment sampling, geologic
mapping, rock sampling, ridge and spur and grid soil sampling,
underground mapping and channel sampling, diamond drilling, resource
estimation and feasibility study.
• Deposit type, geological settings and • The Diwalwal project area is underlain by Cretaceous to Paleogene
Geology style of mineralisation. volcanics consisting of andesitic to basaltic lavas, pyroclastics and
volcaniclastics belonging to the Barcelona Formation and Miocene
intrusives of the Cateel Diorite. The Diwalwal gold mineralisation is
classified as low-sulphidation epithermal type. The gold-bearing quartz
veins are hosted in extensional fractures interpreted as related to a
tectonic collision event which has also produced north trending thrust
faults and east to east-northeast trending normal and strike-slip faults in
the Diwalwal district. The auriferous vein structures are most likely long-
lived and have undergone a complex deformational history. The fissure
veins are in sharp contact with the volcanic/volcaniclastic host rocks and
exhibit rhythmic depositional textures such as colloform and crustiform
banding.
• A summary of all information material •
Drill hole for the understanding of the exploration • Details of the PMDC drilling is included in Appendix 4.
information results including a tabulation of the
following information for all Material drill
holes.
• In reporting Exploration results, •
Data weighing averaging techniques, • No metal equivalent values have been reported.
aggregation maximum and/or minimum grade
methods truncations (e.g. cutting of high grades)
and cut-off grades are usually material
and should be stated.
• These relationships are particularly • The geometry of the Buenas-Tinago and Balite vein systems has been
Relationship important in the reporting of Exploration described in detail in the main body of this report.
between Results. • Drill holes intersected the auriferous quartz veins at high to moderate
mineralisati • If the geometry of the mineralisation angles and the orientation is considered to provide unbiased sampling of
on widths with respect to the drill hole angle is the mineralisation.
and known, its nature should be reported. • Where recorded, channel samples were taken across the width of the
intercept
lengths • If it is not known and only the down hole mineralised veins.
lengths are reported, there should be a • Down hole lengths are reported for drill holes.
clear statement to this effect (e.g. ‘down • Horizontal widths are reported for underground mapping and sampling.
hole length, true width not known’
UDDH-
190059.27 864649.89 646 64.1 360 -60 21/05/2005 28/05/2005 HQ
1A
UDDH-
190059.27 864649.89 646 71 360 -75 29/05/2005 10/06/2005 HQ
1B
UDDH-
190059.78 864648.87 646 90.6 90 -60 16/06/2005 26/06/2005 HQ
1C
UDDH-
190059.27 864648.87 646.1 76.45 90 -45 07/07/2005 18/07/2005 HQ
1D
UDDH-
190059.41 864610.21 646 206.45 360 -85 18/11/2006 29/12/2006 HQ
1E
UDDH-
189890.33 864525.18 655.5 336 360 -75 07/06/2006 25/08/2006 HQ/NQ
24A
UDDH-
189890.33 864524.67 655.5 308.55 360 -65 28/08/2006 28/10/2006 HQ/NQ
24B
UDDH-
189956.05 864639.35 643.9 60.7 360 -60 06/06/2005 25/06/2005 HQ
2A
UDDH-
189955.04 864638.84 643.9 102.7 360 -80 08/07/2005 23/07/2005 HQ
2B
UDDH-
189940 864576.22 643.9 346 360 -80 03/08/2006 20/12/2006 HQ/NQ
2C
UDDH-
189940 864575.71 643.9 179.7 360 -60 30/12/2006 HQ
2D
UDDH-
190213.35 864660.6 630.8 100.75 360 -60 19/06/2005 05/10/2005 HQ
3A
UDDH-
190213.35 864661.62 630.4 150 360 -80 07/10/2005 28/10/2005 HQ/NQ
3B
UDDH-
190213.86 864662.13 630.4 101.25 25 -45 02/11/2005 16/11/2005 HQ
3C
UDDH-
189807.2 864586.44 654.7 253.35 315 -80 09/02/2006 21/03/2006 WLT/HQ/NQ
46A
UDDH-
189856.46 864610.52 654.8 175.77 360 -80 26/11/2005 30/01/2006 HQ
4A
UDDH-
189755.39 864712.4 654.3 189.05 180 -45 23/11/2005 15/12/2005 HQ
6A
UDDH-
189755.39 864712.4 654.3 281.15 180 -60 16/12/2005 22/01/2006 HQ/NQ
6B
UDDH-
189682.6 864581.42 656.5 199.75 330 -60 02/02/2006 04/03/2006 WLT/HQ/NQ
8A
UDDH-
189682.6 864581.42 656.5 267.8 330 -75 09/03/2006 24/05/2006 HQ/WLT/NQ
8B
UDDH-
189681.59 864580.4 656.5 272 315 -75 29/05/2006 19/07/2006 HQ/WLT/NQ
8C
TOTAL 3,833.12 meters
Figure 14: Underground diamond drill hole location map and showing Balite vein which dips steeply
south