Etna Resources Inc.
TSX VENTURE : ETN

December 21, 2009 09:57 ET

Etna Resources Inc. Announces Option to Indirectly Acquire Lithium Rights in Existing Geothermal Operation

TUSCON, ARIZONA--(Marketwire - Dec. 21, 2009) - Etna Resources Inc. ("Etna") (TSX VENTURE:ETN) is pleased to announce that it has entered into a Share Option Agreement (the "Option Agreement") dated December 18, 2009, with Escondidas Internacional S.A. de C.V., a privately held Mexican corporation ("Escondidas") and the shareholders of Escondidas (the "Shareholders"). Following the entry into the Option Agreement, the Shareholders granted an option to Etna to acquire 76% of the shares of Escondidas (the "Option"). Escondidas has entered into a joint venture and development agreement (the "CPI Joint Venture") with CPI Internacional S.A. de C.V., a privately held Mexican corporation ("CPI"), whereby CPI and Escondidas have agreed to jointly process lithium and precious metals in the Cierro Prieto geothermal brines that are owned by CPI through concessions and located in Baja California, Mexico, roughly 30 km south of the city of Mexicali.

CPI is the owner of concessions granted by the Mexican Federal Water Commission that hold residual brine waters which are produced from deep wells at Cierro Prieto by the Mexican Federal Electrical Commission (the "MFEC"). The MFEC operates the Cierro Prieto geothermal power plant, which, at 720 MW, is the second largest such plant in the world. MFEC pumps brines from these deep wells and diverts the steam fraction to its power plant, delivering the residual brines to CPI.

The CPI Joint Venture calls for Escondidas and CPI to mutually exploit, industrialize and commercialize lithium chloride minerals and derivative lithium products from the brines. At a minimum, Escondidas will receive a 33% interest carried through production of lithium products. Should CPI be unable to provide project financing for the lithium production facilities, Escondidas has the opportunity to bring project financing and increase its interest in any lithium project and resultant products.

Upon the exercise of the Option, Etna will acquire the irrevocable right to receive 76% of the issued and outstanding shares of Escondidas held by the Shareholders. In consideration for the Option, Etna has agreed to pay or issue the following on the closing date of the Option Agreement on a pro rata basis: (i) payment of US$125,000 to the Shareholders; (ii) issuance of 10,300,000 common shares in the capital of Etna to the Shareholders; and (iii) issuance of 7,500,000 warrants (each, a "Warrant") to the Shareholders, each Warrant of which entitles the Shareholder to acquire an additional Etna share at the exercise price of CDN$0.50 per share for a period of two years from the closing date. In addition, Etna is obligated to pay to the Shareholders the following sums on a pro rata basis: (i) US$500,000 6 months from the date of closing; (ii) US$500,000 12 months from the date of closing; and (iii) US$750,000 18 months from the date of closing. 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.

The Option Agreement further provides that Etna will pay: (i) US$150,000 to Escondidas on signing for the repayment of outstanding indebtedness owed by Escondidas; (ii) US$50,000 to Escondidas on signing, and US$25,000 on a monthly basis thereafter until the earlier of the closing date or the termination of the Option Agreement to cover costs relating to outstanding expenses, due diligence, legal fees and other general and administrative expenses of Escondidas; and (iii) US$50,000 to Escondidas at closing for the repayment of outstanding indebtedness owed by Escondidas.

Conditions of Closing

The parties have agreed to close the proposed transaction on or before March 31, 2010, or such other date as the parties may agree to in writing. Exercise of the Option and completion of the proposed transaction will be subject to certain conditions including: (i) completion of the Etna's satisfactory due diligence review of Escondidas, the CPI Joint Venture, and the concessions; (ii) receipt of all necessary regulatory and exchange approvals; and (iii) the amendment of the Charter of Escondidas to provide certain minority shareholder protection rights.

Business of Escondidas

Escondidas is a private Mexican company established in 2005 and engaged in the business of acquiring interests in mineral projects in Mexico. The CPI Joint Venture is the first such project acquired by Escondidas. The concessions covered by the CPI Joint Venture are believed to contain lithium and precious metals which may be developed in commercial quantities. In particular, lithium is contained in brines which are a residual component of geothermal power generation at Cierro Prieto, which are delivered to CPI as owner of the concessions. Etna believes that Escondidas will be able to capitalize on the substantial existing infrastructure of the geothermal power plant (well fields, evaporation ponds and related facilities) which could result in capital and operating cost savings for purposes of the construction and operation of a lithium products recovery facility. Moreover, there are limited exploration risks such as those encountered with typical mining projects.

On Behalf of the Board,

ETNA RESOURCES INC.

Andrew A. Brodkey
President and CEO

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) Etna may exercise the Option; (ii) the closing of the Option Agreement may occur and that closing may occur on or prior to March 31, 2010; (ii) should CPI be unable to provide project financing, Escondidas has the opportunity to bring the project financing and increase its interest in any lithium project and resultant products; (iv) the concessions covered by the CPI Joint Venture are believed to contain lithium and precious metals which may be developed in commercial quantities; and (v) Etna believes that Escondidas will be able to capitalize on the substantial existing infrastructure of the geothermal power plant which could result in capital and operating cost savings for purposes of the construction and operation of a lithium products recovery facility. 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) adverse results from due diligence on Escondidas, material agreements and the concessions related thereto; (ii) inability to close the Option Agreement and obtain Exchange approval for any reason; (iii) adverse market conditions; (iv) a decrease in demand for and price of lithium; and (v) 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 regulations under the U.S. Securities Act, unless an exemption from such registration requirements is available.

Neither 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.

Contact Information

  • Etna Resources Inc.
    Andrew A. Brodkey
    President and CEO
    520-989-0022