North South Petroleum Corp.
NEX BOARD : NAS.H
TSX VENTURE : NAS.H

June 20, 2016 08:30 ET

North South Petroleum Corp. to Acquire Option for Working Interest in Five Nevada-Based Lithium Projects and Water Rights

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 20, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

North South Petroleum Corp. (the "Company" or "North South") (NEX:NAS.H) is pleased to announce that it has signed a letter of intent (the "LOI") with Nevada Sunrise ("Nevada Sunrise") (TSX VENTURE:NEV) to acquire an option to earn working interests in five lithium exploration projects located in the Clayton Valley and Lida Valley regions of Nevada. Of significance, North South will also have an option to acquire State of Nevada water right Permit 44411 (the "Permit"). The Clayton Valley Basin hosts North America's only lithium brine operation. Brine-based mines benefit from being low-cost operations and all five of the Nevada Sunrise properties, totaling approximately 17,220 acres, are prospective for brine-hosted lithium.

Dev Randhawa, proposed CEO of North South Petroleum Corp., commented, "This is another step towards our end goal of becoming a significant player in the rapidly-growing Lithium sector with assets in other jurisdictions and geological settings. We therefore continue to evaluate and carry out due diligence on a number of projects around the globe. Warren Stanyer and his team have done an excellent job putting together a strong package of properties in the Clayton Valley Basin prior to the lithium staking rush. Importantly, we also have the option to acquire the water rights - a critical component of any Lithium project in the Basin, which is currently "over-appropriated" for water."

Agreement Highlights

North South will be granted the option to earn:

(a) 100% of the water rights

(b) up to a 70% interest in each of:

  • Jackson Wash
  • Clayton Northeast
  • Aquarius

(c) up to a 50% in each of:

  • Gemini
  • Neptune

(the "Optioned Projects")

Property Details

Property Claims Acres
(approximate)
Jackson Wash 166 3,300
Clayton Northeast 50 1,000
Gemini 247 4,940
Neptune 316 6,320
Aquarius 83 1,660
Total 862 17,220

Terms of the LOI

Initial Option Consideration

The Company will earn its interest in two stages with the initial stage being up to a 51% working interest from Nevada Sunrise in the Optioned Projects (50% for Gemini and Neptune) by making the following cash and share payments to Nevada Sunrise and incurring exploration expenditures:

  1. Cash payments totaling CDN$600,000 as follows (the "Cash Payments"):

    1. Upon execution of the LOI, a non-refundable cash payment of CDN$100,000 (which has been paid);

    2. Upon TSXV acceptance of this LOI (the "Effective Date") an additional cash payment of CDN$500,000;

  2. Issuing common shares of North South (the "North South Consideration Shares") equal to 4.9% of the issued and outstanding common shares of North South, such percentage to be calculated on the day following the completion of the next equity financing by North South totaling not less than CDN$2.0 million (the "Issuance Date"). The North South Consideration Shares shall be issued to Nevada Sunrise on the Issuance Date, and in addition to statutory hold periods, 75% of the shares will be restricted from trading as follows: 25% for 12 months, 25% for eighteen months and 25% for twenty-four months.

  3. Within 24 months of the Effective Date, completing minimum exploration expenditures of CDN$1,500,000 on the Optioned Projects (the "Initial Expenditures"), such Initial Expenditures to include claim maintenance fees for all of the Projects that are or become payable to the US Bureau of Land Management and Esmeralda County.

  4. Making all underlying tenure holding costs.

Subject to the above payments being made North South will have earned a 51% interest in each of the Optioned Projects (50% for Gemini and Neptune). Thereafter, North South will have the option to either form a joint venture with Nevada Sunrise in respect of the Optioned Projects, or to proceed with the Second Option.

The Second Option

If North South has exercised the Initial Option, North South will have the right to increase its interest in the Optioned Projects (other than Gemini and Neptune) to a 70% interest, by completing, within 48 months of the Effective Date, exploration expenditures totalling C$3,000,000 (which includes the Initial Expenditures). Thereafter, the parties will form a joint venture with North South holding a 70% interest (other than Gemini and Neptune which remain at 50%), and Nevada Sunrise holding a 30% interest, for the purposes of the further development of the Optioned Projects.

Gemini Property Option

A definitive agreement will provide that the Parties will agree to make the expenditures required to be made by Nevada Sunrise in order for Nevada Sunrise to maintain its interest in the Gemini Joint Venture with Eureka Resources Inc. (TSXV), with any such expenditures being deemed to be Initial Expenditures. Provided that North South has made sufficient expenditures to maintain Nevada Sunrise's interest in the Gemini Joint Venture, upon exercise of the Initial Option by North South, Nevada Sunrise will assign to North South Nevada Sunrise's interest in the Gemini Joint Venture in consideration for a 2% GOR in the same form as that provided by Nevada Sunrise to the underlying vendor in the Neptune property agreement.

Neptune Property Option

North South's option to earn up to a 50% interest in the Neptune Property is subject to:

  1. Resolve Ventures Inc. ("Resolve") waiving its right to earn a further 25% interest in the Neptune Property;
  2. Nevada Sunrise, Resolve and North South entering into an amending agreement to the Neptune Agreement on terms acceptable to all three parties;
  3. North South incurring exploration expenditures of CDN$700,000 on the Neptune Property; and
  4. North South exercising the Initial Option.

Expenditures made by North South on the Neptune Property will be included as part of the calculation of total expenditures required to be made to earn its interest in the Optioned Projects.

Following the expenditure of $700,000 by North South, a joint venture would form between North South (50%), Nevada Sunrise (25%) and Resolve (25%), on the terms set out in the current agreement Nevada Sunrise holds with Resolve.

Aquarius Property Royalty

Upon formation of the Joint Venture, the Joint Venture will grant to Nevada Sunrise a 3% GOR on the Aquarius Property.

Exploration Expenditures

Excess exploration expenditures incurred in any one period shall be credited to expenditures requirements in the following period. The expenditures may be accelerated at any time at the sole option of North South and its interests acquired earlier. During the period that North South is incurring exploration expenditures:

  1. North South shall be the operator on the properties and shall have the right to determine budgets and exploration programs for the purposes of completing exploration expenditures; and
  2. Nevada Sunrise shall be the manager of all exploration programs and will be entitled to charge a fee of 10% on all exploration expenditures.

Water Rights

Nevada Sunrise will grant to North South the option (the "Water Rights Option") to acquire a 100% interest in the Permit, exercisable for a period of 120 days after the later of the date that North South exercises the Initial Option, and the date that the Nevada State Engineer approves the application to transfer the Place of Use and Point of Diversion of the Permit to the Aquarius Property.

In order to maintain the Water Rights Option, North South shall:

  • Make all Water Rights Cash Payments required to be made after the date of this LOI and until the exercise of the Water Rights Option;
  • Pay all legal and other costs associated with the application to transfer the Place of Use and Point of Diversion of the Permit; and
  • Pay all legal and other costs required to maintain the Permit.

In order to exercise the Water Rights Option, North South shall pay to Nevada Sunrise an amount equal to the sum of:

  • The Water Rights Cash Payments made by Nevada Sunrise prior to the grant of the Water Rights Option;
  • The value of the Water Rights Share Payments made by Nevada Sunrise before the exercise of the Water Rights Option (which shall be established by multiplying the number of Nevada Sunrise shares issued by the 20-day volume weighted average price immediately prior to the date such Water Rights Share Payments were made);
  • The legal and other costs incurred by Nevada Sunrise to acquire and make the application to transfer the location of the Permit; and
  • USD$200,000, payable in cash or a calculated value in shares, at Nouth South's option (the "Water Rights Option Payment").

After exercise of the Water Rights Option, North South shall be solely responsible for making all remaining Water Rights Cash Payments and Water Rights Share Payments.

Completion of the transaction will be subject to the following conditions precedent, which much be completed no later than 60 days after the execution of this LOI by all parties (the "Outside Date"):

  • Execution of a definitive agreements;
  • The receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange;
  • The receipt of all corporate approvals required by each Party;
  • The receipt of the consent of the underlying property and water right vendors, and Resolve and Eureka as provided in this LOI;
  • Completion of due diligence on the Projects by North South;
  • Completion of the Initial Financing by North South; and
  • Receipt by North South of a NI 43-101 Report on an Optioned Project identified by North South recommending a minimum of $500,000 Phase 1 work program within three weeks of the execution of this LOI. North South has identified the Jackson Wash Property as the Optioned Project for which the report will be prepared.

Underlying Payments

In order to maintain the agreement in good standing, North South will assume responsibility for all government and contractual maintenance costs and payments required to maintain the Projects and underlying agreements in good standing, including making the Underlying Payments as required by the Underlying Agreements.

Other than the cash payments required for the Water Rights Option, there are no underlying cash payments requird to maintain the Optioned Projects. In respect of the Water Rights the following cash payments will be required:


Payment Date
Cash
USD
21 Dec - 16 $150,000
21 Dec - 17 $175,000
21 Dec - 18 $200,000
21 Dec - 19 $300,000
21 Dec - 20 $350,000

In order to maintain all underlying agreements Nevada Sunrise will have to issue the following number of shares:



Year
No. of
Nevada Sunrise
Shares
2016 700,000
2017 1,200,000
2018 600,000
2019 400,000
2020 500,000

Under the terms of the LOI the Company will issue its common shares in lieu of Nevada Sunrise shares. The number of shares the Company must issue is not currently known but will be calculated at time of each share issuance based on a formula utilizing the 20 day volume weighted average prices of the Company and Nevada Sunrise.

A finder's fee is payable on this transaction at an amount to be determined and will be in compliance with TSXV Policy.

The Company will complete a concurrent "part and parcel" financing of common shares at $0.25 per share to raise up to $2.5 million. Proceeds from the financing will be applied towards satisfying the requirements for exercising the Option and for working capital. There is no minimum amount of financing.

On closing Mr. Dev Randhawa and Mr. Ross McElroy will be appointed to the Board. Mr. Randhawa will serve as Chief Executive Officer.

Mr. Dev Randhawa is an award-winning CEO specializing in the resource industry. He has founded and grown several successful junior resource companies, including Strathmore Minerals, Fission Energy and Fission Uranium. Mr. Randhawa has a strong track record of building the right team to develop assets and grow shareholder value. As a result of his success in the sector, The Northern Miner named him "Mining Person of the Year" in 2013, EY awarded him "Entrepreneur of the Year, finalist" in 2014 and, under his leadership, Fission Uranium won "Exploration Project of the Year" in 2015.

Mr. Ross McElroy is a professional geologist with nearly 30 years of experience in the mining industry. He is the winner of the PDAC 2014 Bill Dennis award for exploration success and the Northern Miner 'Mining Person of the Year 2013'. He has comprehensive experience working with and managing many types of mineral projects from grass roots exploration to feasibility and production.

Messrs. Dev Randhawa and Ross McElroy will join existing directors Messrs. David Sidoo and Marc Cernovitch on the Board. Existing directors, Mr. Craig Taylor and Hon. Herb Dhaliwal, intend to resign from the Board. A further management change to be made on closing is the appointment of Mr. David Sidoo as President.

The Company also proposes to change its name to Advantage Lithium Corp. which will more fully reflect its operations.

The parties will diligently and in good faith negotiate a definitive agreement to be executed by the parties by no later than the last day of the due diligence period incorporating the principal terms and conditions set out herein and such other terms and conditions as are customary in transactions of this nature and/or as may otherwise be agreed upon by the parties.

The Company advises that it is continuing with due diligence and dealing with conditions precedent with respect to the acquisition with Lithium X Energy Corp. as announced May 18, 2016.

The Company was previously a CPC listed on the TSXV. It is currently listed on NEX. The transactions described above constitute the Company's "Qualifying Transaction". The transactions are not subject to TSXV Policy 5.9. The transactions described above are arm's length transactions and are subject to TSXV acceptance. The Company intends to make application to move its listing from NEX to Tier 2 (Mining Issuer) of the TSXV upon completion of the transaction. The Company intends to seek a waiver from TSXV sponsorship requirements.

There is no material fact or material change about the Company that has not been generally disclosed.

NORTH SOUTH PETROLEUM CORP.

Per: David Sidoo, Director

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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

  • North South Petroleum Corp.
    David Sidoo
    Director
    604-685-9316
    604-683-1585 (FAX)