Nortec Ventures Corp.

Nortec Ventures Corp.

April 01, 2009 11:44 ET

Nortec Ventures Corp.- Acquisition of Properties in Ecuador

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 1, 2009) - Further to its press release dated March 27, 2009, Nortec Ventures Corp. ("Nortec" or the "Company") (TSX VENTURE:NVT) is pleased to announce that it has entered into an agreement (the "Agreement") to acquire a wholly owned subsidiary ("Subsidiary") of Copper Mesa Mining Corporation ("Copper Mesa"). The Subsidiary, through its Ecuadorian entities, holds title to various mineral resource properties in Ecuador including the Chaucha copper-molybdenum porphyry property and the option to acquire a 100% interest in the Telimbela copper-molybdenum property. In addition the Subsidiary under an agreement with Rio Tinto Mining and Exploration Limited dated October 27, 2006 has the exclusive use of an database of Ecuadorian mineral exploration properties developed by Rio Tinto. The Subsidiary remains in discussions with various government entities regarding resolution of disputes on certain other assets in Ecuador.

Under the terms of the Agreement, Nortec will pay to Copper Mesa US$5,500,000 cash (the "Purchase Price"), in instalments, with the final instalment due January 31, 2010. Alternatively, Nortec may satisfy payment of the Purchase Price by paying to Copper Mesa the aggregate amount of US$5,000,000 no later than June 30, 2009. The Company has also agreed to reimburse Copper Mesa US$75,000 for various property and tax payments made in Ecuador.

The Chaucha property covers approximately 3,000 hectares, and is located 70 km to the west of Cuenca, Azuay province, southern Ecuador. Located less than 45 kilometers from the port of Balao, this project represents a unique development opportunity when compared to many other mineral deposits in Ecuador that face transportation challenges for supplies and concentrates. Copper and molybdenum mineralization is present in quartz veins, stockworks and disseminations associated with quartz-sericite and potassic alteration zones in quartz porphyry and tonalite intrusions.

A Technical Report by Paul D Gribble, C. Eng. Senior Mineral Resource Geologist, Micon International Co Ltd of United Kingdom in 2005 for Copper Mesa quoted historical resource estimates on Naranjos and Gur Gur targets as reported by Billiton, Overseas Mineral Development Corporation of Japan, Armeno Resources and others.

Year Company Sector Resource Cut-off grade Cu(%) Mo(%) Au (g/t)
Mt Cu(%)
1972 OMRD Naranjos 55 0.4 0.57 0.03 0.1
1977 AGCD, All 75.4 0.3 0.48 0.03 not quoted
1993 Armeno Naranjos 151.3 0.2 0.37 not quoted
1995 Armeno Naranjos 40.9 0.4 0.58 not quoted
1998 Billiton Gur Gur 43.4 0.4 0.54 not quoted

These resources were estimated from historical surface and underground sampling and approximately 14,000 metres of diamond drilling carried out between 1972 and 1998. As all estimates were prepared prior to the creation of the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines, and that no details of these estimates are available, they do not comply with the definitions as described in the Standards and therefore should not be relied upon.

Nortec believes that the historical resource estimates are relevant to the extent they show the potential mineralization on the property. However, as all estimates were prepared prior to the creation of the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines, no details of these estimates are available, and a qualified person has not done sufficient work to classify the historical resource as current mineral resources, they do not comply with the definitions of resources as described in the Standards, and therefore should not be relied upon. Nortec is not treating the historical estimate as current mineral resources as defined in section 1.2 of National Instrument 43-101.

During 2007, Copper Mesa significantly advanced the development of the Chaucha project by drilling 46 new holes in select target areas to a maximum drillhole depth of 434 meters for a total metreage of 10,892 metres. 34 holes (8,927m) were drilled on the Naranjos target, 9 holes (1,341m) drilled on Gur Gur target, and 3 holes (473m) on the Loma de Tunas target. These drilling programs included step-out exploration to determine the extent of mineralization as well as internal confirmation drilling especially in the Naranjos and Gur Gur targets. This drilling appears to confirm and expand the mineralized zones.

The Telimbela Property is subject to a 2% NSR royalty and it covers approximately 4,200 hectares and it is located in the Bolivar mining District, approximately 56 kilometres northeast of Guayaquil, in south-central Ecuador. Currently the Telimbela Option Agreement is under Force Majeure in respect to the 2008-2009 work commitment as a moratorium on all mining was imposed by the Ecuadorian government in April 2008.

Also, as discussed in the news release dated March 27, 2009, and in connection with, and forming an integral part of, the Acquisition, Nortec also announced a non-brokered private placement of 5,000,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $500,000 (the "Private Placement"). Each Unit will consist of one common share of the Company (a "Share") and one half of one transferable common share purchase warrant (a "Warrant"). Each whole Warrant will be exercisable to acquire one additional Share for a period of 18 months from the closing of the Private Placement at an exercise price of $0.15. In the event that the Shares trade on the TSX Venture Exchange at a closing price in excess of $0.15 per Share for a period of 10 consecutive trading days at any time after four months past the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case, the Warrants will expire on the 30th day after the date on which such notice is given by the Company. Proceeds from the Private Placement will be used to pay the initial payment obligations of the Acquisition.

Closing of the Acquisition is subject to a number of conditions, including the approval of Nortec's Board, the completion of a due diligence review by Nortec, acceptance for filing by the TSX Venture Exchange, Nortec arranging for financing for the funds required to pay the Purchase Price, and receipt of any further required regulatory approvals.

About Nortec Ventures Corp.

Nortec Ventures Corp. is a Canadian public mineral exploration company focused on the exploration and development of the Kaukua Platinum - Palladium - Gold (PGE + Au) - Nickel and Copper project located in Finland, and TL Nickel-Copper-Cobalt projects in Labrador, Canada and the Ganarin project in Ecuador. The Company has a very experienced mineral exploration and management team with the combined expertise to successfully advance the exploration and development of both precious and base metal projects. Information on Nortec's activities can be referred to on the Company's website,

On behalf of the Board of Directors,


Mohan R. Vulimiri, President & CEO

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding: the completion of the Acquisition; completion of the Private Placement; TSX Venture Exchange acceptance of the Acquisition and the Private Placement; the proposed use of funds and the anticipated business and financing plans of the Company. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company's equity securities, the state of the market for gold or other minerals that may be produced generally, recent market volatility; variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through the Company's page on SEDAR at

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.

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

  • Nortec Ventures Corp.
    Mohan R. Vulimiri
    President & CEO
    (604) 717-6426
    (604) 717-6427 (FAX)