INV Metals Inc.
TSX : INV

INV Metals Inc.

June 21, 2012 06:00 ET

INV Metals to Acquire the Quimsacocha Project From IAMGOLD

TORONTO, ONTARIO--(Marketwire - June 21, 2012) -

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INV Metals Inc. ("INV Metals" or "Company") (TSX:INV) is pleased to announce that it has entered into a definitive agreement with IAMGOLD Corporation ("IAMGOLD") to acquire the Quimsacocha Project in Ecuador (the "Acquisition") through the acquisition of all of the shares of IAMGOLD Ecuador S.A. ("Ecuador Subco") to be satisfied by the issuance of 150,000,000 common shares of the Company, to represent not less than 40% and not more than 45% ownership of the issued and outstanding common shares of INV Metals upon completion of the Acquisition (see "The Acquisition" for details).

The acquisition of the Quimsacocha project (the "Project" or the "Property") will transform INV Metals from a successful junior exploration company to an advanced stage development company with excellent exploration potential on the Project and its exploration projects in Brazil and Namibia.

Mr. Terry MacGibbon, Chairman of INV Metals, stated "This transaction is a transformational event for the Company and its shareholders and has the potential to enable the Company to become a gold producer in the shortest possible time frame. The acquisition of an advanced exploration property with over 3.3 million ounces of high-grade gold for expected consideration of approximately $30 million(1) is anticipated to add significant value to INV Metals. Following the closing of the Acquisition, the Company will immediately begin the update of all previous engineering, environmental and technical work carried out on the Project, which was in the pre-feasibility stage prior to the suspension of field work in 2009. The completion of engineering and other essential studies will allow the Company to develop a plan and time table to bring the Property to the feasibility stage. The Company will also initiate, after the closing of the Acquisition, an aggressive $15 million exploration program to expand the known resources and search for additional gold discoveries. Typically, this type of high sulphidation gold deposit occurs in clusters within a large alteration system, which is present on the Property. The Quimsacocha Project already has well defined, high priority, untested targets for the discovery of additional gold deposits as well as associated copper porphyry deposits at depth."

Mr. MacGibbon also stated, "During the Company's due diligence process, we met with senior Ecuadorian government officials and are confident that the President and his government are very supportive of the development of the Quimsacocha Project. The form of Ecuadorian exploitation contracts has been mandated by the government and all new mine developments will be individually negotiated within that format to produce property specific exploitation contracts that will allow development and mining. The Company believes that the economics of the Project have potential to prove to be positive within the current Ecuadorian fiscal regime. All of the relevant permits are in place to allow for the commencement of advanced exploration on the Property immediately following the closing of the Acquisition. We look forward to working with IAMGOLD, who will become the Company's largest shareholder, to build on its excellent social programs carried out over the past four years. As the Company advances and de-risks the Quimsacocha Project and makes new gold discoveries, we expect shareholder value to continue to increase accordingly."

(1) Based on 150,000,000 common shares issued to IAMGOLD pursuant to the Acquisition, multiplied by the assumed Equity Financing price of $0.20 per share.

In connection with the Acquisition, INV Metals retained Roscoe Postle Associates Inc. ("RPA") to assist with the due diligence process, complete updated mineral resource estimates and prepare a technical report in respect of the Project. The mineral resource estimate announced today is compliant with National Instrument 43-101 ("NI 43-101"). INV Metals will file the technical report on SEDAR within 45 days.

The Indicated Mineral Resource is estimated at 3.3 million oz Au within 32.6 million tonnes grading 3.2 g/t Au, 22 g/t Ag and 0.20% Cu, with an Inferred Mineral Resource estimated at 0.2 million oz Au within 2.3 million tonnes grading 2.2 g/t Au, 27 g/t Ag and 0.22% Cu, both at an NSR cut-off value of US$22/tonne, equivalent to approximately a 0.4 g/t gold cut-off. Both the Indicated and Inferred Resources have a high grade zone which contains the majority of the gold resource.

The table below summarizes the Mineral Resource estimates of the Quimsacocha Project. The effective date of the Mineral Resource estimate is March 31, 2012.

Tonnes Grade Gold Silver Silver Copper Copper
(M) (g/t) (M Oz) (g/t) (M oz) (%) (M lbs)
Indicated
High grade zone 10.3 6.3 2.1 36 11.9 0.41 92.7
Low grade zone 22.3 1.7 1.2 15 10.8 0.10 50.4
Total Indicated 32.6 3.2 3.3 22 22.7 0.20 143.1
Inferred
High grade zone 0.1 9.6 0.03 51 0.1 1.34 2.4
Low grade zone 2.2 1.9 0.1 26 1.9 0.18 8.8
Total Inferred 2.3 2.2 0.2 27 2.0 0.22 11.2
Notes:
1. CIM Definition Standards were followed for Mineral Resources.
2. Resources are constrained by a Whittle shell and reported at an NSR cut-off value of US$22.00/tonne.
3. Mineral Resources are estimated using a long-term gold price of US$1,500 per ounce, silver price of US$26.00 per ounce, and copper price of US$3.50/lb.
4. Numbers may not add due to rounding.

As part of the Mineral Resource estimate, RPA considered higher cut-off grade scenarios that may be applicable to a deposit to be mined by underground methods. This Indicated Mineral Resource is estimated at 2.7 million oz Au within 19.5 million tonnes grading 4.4 g/t Au, 30 g/t Ag and 0.29% Cu, with an Inferred Mineral Resource estimated at 100,000 oz Au within 1.7 million tonnes grading 2.8 g/t Au, 37 g/t Ag and 0.29% Cu, both at a cut-off grade of US$61 per tonne NSR, equivalent to approximately a 1.2 g/t Au cut-off. This resource is hosted entirely within the current Mineral Resource as stated above. In advancing the Project, INV Metals will be considering both open pit and underground mining scenarios.

Exploration

The Quimsacocha deposit is a high sulphidation epithermal gold-copper-silver deposit with a high grade core surrounded by a lower grade shell within Upper Miocene volcanic flows and volcaniclastics. The deposit is a flat lying, north-south striking, cigar shaped body which is considered to be amenable to both open pit and underground mining scenarios. The mineralized zone hosting the resource has a strike length of approximately 1,600 m north-south by 120 m to 400 m east-west and up to 60 m thick beginning approximately 120 m below surface.

The alteration footprint at the Quimsacocha Project is extensive and covers an area of approximately 12 km by 6 km. Epithermal gold deposits similar to the Quimsacocha deposit tend to cluster within such large alteration zones and are also frequently associated with porphyry copper-gold type deposits. IAMGOLD identified multiple high priority, drill ready targets throughout the Property, however, following the discovery of the Quimsacocha deposit exploration efforts focused on delineating the deposit and only 68 holes were drilled on the rest of the Property. INV Metals has committed to an exploration budget of at least $15 million over 18 months to aggressively explore the Property. The Company will focus its exploration efforts on the expansion of the known deposit, the discovery of additional similar epithermal gold deposits within the large alteration system and on the discovery of possible related porphyry copper-gold deposits.

It is the Company's intent to retain all of Ecuador Subco's management, exploration and social teams, including the geologist who discovered the Quimsacocha deposit.

The Acquisition

Pursuant to the Acquisition, IAMGOLD will receive, in exchange for its 100% interest in Ecuador Subco:

(a) Initial Consideration: 150 million common shares of INV Metals ("INV Shares") or such other securities as shall be issued by INV Metals under the Equity Financing (defined below), with the intention that IAMGOLD will hold not less than 40% and not more than 45% of the issued and outstanding INV Shares immediately after the Equity Financing.
(b) Milestone Payments: $5 million of INV Shares upon the signing of an exploitation contract with the government of Ecuador in respect of the Project and $2.5 million of INV Shares upon the Project achieving commercial production. The number of INV Shares to be issued to IAMGOLD in respect of the Milestone Payments will be determined by the price of the Equity Financing.

Closing of the Acquisition is subject to the completion of an equity offering (the "Equity Financing") to raise gross proceeds of not less than $20 million and the receipt of shareholder and regulatory approvals, including the approval of the Toronto Stock Exchange. Dundee Securities Ltd. ("Dundee") has been retained to act as lead agent in the Equity Financing. INV Metals has re-scheduled its annual and special meeting to August 15, 2012 to consider the Acquisition, among other matters.

Following closing of the Acquisition, IAMGOLD will have a right to appoint one director to INV Metals' board of directors and for so long as IAMGOLD holds 20% of INV Metals' issued and outstanding common shares, IAMGOLD will have a right to nominate one director to INV Metals' board of directors and the right to maintain its pro rata shareholding.

Dundee, financial advisor to INV Metals and its board of directors, has provided a verbal opinion to the effect that, as of June 20, 2012 and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration proposed to be paid by INV Metals to IAMGOLD pursuant to the Acquisition is fair from a financial point of view to INV Metals.

Property

The Quimsacocha Project is located approximately 30 km southwest of the city of Cuenca, Azuay Province, Ecuador. Access to the Property from Cuenca, the third-largest city in Ecuador, is by 40 km of paved road to the town of San Gerardo followed by 18 km of gravel road. The Property consists of three mining concessions, Cristal, Cerro Casco and Rio Falso, covering an aggregate area of approximately 8,030 hectares.

The first known exploration on the Project area was carried out by the United Nations in the late 1970s in search of base metal anomalies. COGEMA acquired the Property in 1991 and in 1993 entered into an exploration joint venture with Newmont Mining Corp. and TVX Gold, who subsequently withdrew. IAMGOLD acquired the Property from COGEMA in 1999, prior to which a total of 9,450 m had been drilled. The Property is subject to a payment to COGEMA of US$2 for each ounce of gold contained in proven and probable reserves plus the indicated and measured resources defined by a feasibility study, commencing on the date a formal production decision is made and a 5% Net Profit Interest royalty in the event any operations are carried out on the Property.

IAMGOLD initiated drilling on the Property in 2003 and made the Quimsacocha discovery in 2004 with a drill hole which intersected 102 m grading 9.1 g/t Au, 46.9 g/t Ag and 0.4% copper. IAMGOLD drilled a total of 74,625 m on the Property. A pre-feasibility study was completed by IAMGOLD in 2008. No significant exploration has been performed since 2008.

Mineral Resource Estimate Methodology

The Mineral Resource estimation was based on a database comprised of 311 holes, totalling 68,930 m, with 234 drill holes totalling 54,118 m within the mineralized zones. The data was parsed and validated in Gemcom Software International Inc.'s Resource Evaluation Version 6.3 for modelling. RPA adopted three-dimensional grade-shell wireframe models at 0.8 g/t gold (low grade shell) and 3.0 g/t gold (high grade core). Cross sections, long sections and plan views were used to validate the wireframes. Prior to compositing to 2.0 m lengths, high grades were cut to 75 g/t Au, 500 g/t Ag, and 10% Cu in the high grade core and 35 g/t Au, 250 g/t Ag, and 10% Cu in the low grade shell. Variography was performed on the 2.0 m gold, silver, copper, and specific gravity composites from the main mineralized units. Block grade interpolation was carried out with the inverse distance squared weighting method and the grade-shell wireframes were used to constrain the grade and specific gravity interpolation. Classification into the Indicated and Inferred categories was guided by the minimum number of composite samples required to estimate a block.

As the polymetallic sulphide mineralization at the Project contains significant gold, silver and copper values, original assays were converted into NSR values ($ per tonne). The NSR values account for parameters such as metal price and US dollar exchange rate, metallurgical recoveries, smelter terms and refining charges, and transportation costs. The resource was estimated using a US$22 per tonne NSR cut-off, equivalent to approximately 0.4 g/t gold.

Advisors

INV Metals has retained Dundee to act as its financial advisor in connection with the Acquisition and as lead agent in connection with the Equity Financing and Cassels Brock & Blackwell LLP to act as its legal advisor.

Qualified Person

The Mineral Resource estimates were prepared in accordance with the 2010 CIM Definition Standards for Mineral Resources and Mineral Reserves as incorporated by reference in NI 43-101. The RPA Qualified Persons for the estimates are Mr. Wayne Valliant, P.Geo and Ms. Katharine Masun, P.Geo. Mr. Valliant and Ms. Masun have verified the data in this press release that pertains to the Mineral Resource estimates for the Project.

Mr. Robert Bell, P. Geo, of INV Metals is a "qualified person" as such term is defined in NI 43-101 and has reviewed and approved the other technical information and data related to the Project included in this press release.

About INVMetals

INV™ Metals is an international mineral resource company focused on the acquisition, exploration and development of base and precious metal projects in Brazil and Namibia. Currently, INV™ Metals' primary assets are: (1) its option to acquire 50% of the Rio Novo property, located in Brazil, and (2) its option to acquire 50% of the Kaoko property, located in Namibia. Please also refer to the INV™ Metals' website at www.invmetals.com to view additional details relating to the properties.

Forward-Looking Statements

This press release contains certain forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of INV Metals to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, delay or failure to receive regulatory, shareholder or other required approvals to complete the Acquisition, timing and ability to raise capital on acceptable terms, not realizing the potential benefits of the Acquisition, risks related to the actual results of exploration activities, conclusions of economic evaluations, risks associated with mining and mineral exploration activities, uncertainty in the estimation of mineral resources, including, without limitation, the assumptions on which such estimates are based, changes in project parameters as plans continue to be refined, future prices of metals, economic and political stability in Ecuador, Namibia, Brazil and Canada, environmental risks and hazards, increased infrastructure and/or operating costs, availability of future financing, labour and employment matters, and government regulation. There is no guarantee that any drill targets or economic mineral deposits will be found on INV Metals' properties. For a more detailed discussion of such risks and other factors, refer to INV Metals' annual information form filed with Canadian securities regulators available on www.sedar.com.

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