Tearlach, Blackrock enter JV deal for Tonopah North

Jan 10, 2023

2023-01-10 09:09 ET – News Release

See News Release (C-TEA) Tearlach Resources Ltd (2)

Mr. Morgan Lekstrom of Tearlach Resources reports

TEARLACH ENTERS INTO A JOINT VENTURE AGREEMENT WITH BLACKROCK SILVER TO DEVELOP THE TONOPAH NORTH LITHIUM PROJECT, NEVADA

Tearlach Resources Ltd. has entered into an agreement to acquire up to 70% interest in the lithium mining rights with Blackrock Gold Corp., a wholly owned subsidiary of Blackrock Silver Corp.

Tonopah North/Gabriel project highlights:

Lithium values up to 1,217 ppm lithium over 1.5 m in drill hole TN22-012 have been intercepted in drilling, in addition to the continuity of broad zones of mineralization up to 56.4 metres in thickness in drill hole TN22-009;
The average thickness of the lithium-bearing zone is 28.1 metres;
The lithium bearing zone comes within 8 metres of the surface on the northeast portion of the property and has been intersected down to 117 metres below the surface;
The mineralization is similar to the nearby TLC lithium deposit owned by American Lithium Corp, located three kilometres to the northeast of the Company’s landholdings.

The Option Agreement outlines two stages Tearlach must fulfill to complete its obligations to Blackrock Gold:

Earn 51% interest in the lithium mineral rights of Tonopah North claims (“Optioned Zone”) by spending an aggregative US$5M in exploration and development work on the property;
Earn 70% interest in the lithium mineral rights of the Optioned Zone by spending an additional US $10M in exploration and development work on the property.

Morgan Lekstrom, CEO of Tearlach, commented , “This is a significant growth step for Tearlach in becoming a leading multijurisdictional lithium company and for Blackrock Silver diversifying their already world-class silver project. Blackrock Silver has done an excellent job building a strong shareholder base and discovering a world-class silver deposit. Now Tearlach, through strong relationships, has identified a significant shareholder opportunity in what we believe could be an extensive lithium discovery and district. We are excited to join the American-made history that is Tonopah, by adding a local green energy component and discovery .” Additionally, Morgan Lekstrom stated, “With initial RC holes grading up to 1217ppm and with thicknesses up to 56.4 metres and 117m depth, we see a mirror potential of American Lithium’s TLC deposit ($768M exploration company) directly north of us. With initial mapping completed and our world-class-Nevada based team with significant geological and processing experience in lithium-bearing clays, we have a roadmap to accelerate and aggressively drill. We plan to drill a much larger core program and advance to the resource estimate while concurrently running engineering and process models .”

Option Agreement

Under the terms of the Option Agreement, Tearlach has the right to explore for, and the exclusive option (the “First Option”) to earn a 51% interest in, the lithium minerals from the topographical surface to 650 feet below the surface of a portion of the Tonopah North Project (the “Optioned Zone”) by incurring expenditures for exploration and development work on the Tonopah North Project (“Expenditures”) in the aggregative amount of at least US$5,000,000 consisting of (i) at least US$500,000 in Expenditures on or before January 9th, 2024; and (ii) at least US$4,500,000 in Expenditures on or before January 09, 2026 (together, the “Initial Earn-In”).

Subject to Tearlach completing the Initial Earn-In, under the terms of the Option Agreement, Tearlach shall have the option (the “Second Option”) to elect within thirty (30) days of completing the Initial Earn-In to earn an additional 19% interest in lithium minerals in the Optioned Zone for an aggregate interest of 70% by: (i) expending an additional US$10,000,000 in Expenditures; and (ii) by bearing the costs of preparation of a National Instrument 43-101 compliant bankable feasibility study for the development and construction of a lithium mine on the Tonopah North Project (together, the “Additional Earn-In”), with such Second Option terminating if not exercised by Tearlach by January 09, 2028.

In addition, pursuant to the Option Agreement, Tearlach has agreed to pay Blackrock Silver the sum of US$100,000 in cash on or before April 30, 2024, failing which the Company shall have the right to terminate the Option Agreement.

The exploration and development rights conferred to Tearlach under the Option Agreement in respect of the Tonopah North Project are exclusive to lithium minerals in the Optioned Zone. Subject to the terms of the Option Agreement, Blackrock retains and reserves the rights to explore for, develop, and mine all minerals (including gold and silver) other than lithium on the entire Tonopah North Project, including the Optioned Zone. The Optioned Zone also includes an area of interest that includes those lands located within one mile of the exterior boundaries of the Tonopah North Project. The transactions contemplated by the Option Agreement constitute an “Exempt Transaction” in accordance with Policy 5.3 of the TSX Venture Exchange.

Joint Venture

Upon Tearlach completing the Initial Earn-In and exercising the First Option, Tearlach and Blackrock Gold shall enter into a definitive mining joint venture agreement (the “Joint Venture Agreement”) in respect of the management and ownership of the Optioned Zone of the Tonopah North Project (the “Joint Venture”). After completion of the Additional Earn-In, Tearlach may elect to exercise the Second Option, upon which its participation interest in the Joint Venture shall increase by an additional 19% to a total of 70%. The parties to the Joint Venture shall contribute to future Expenditures in accordance with their respective participating interests as prescribed in the Joint Venture Agreement.

Pursuant to the Joint Venture Agreement, if at any time a party’s participating interest in the Joint Venture is diluted to below 5%, the diluted party shall be deemed to have withdrawn from the Joint Venture, and its participating interest in the Joint Venture shall be converted to a non-administrative, non-executive and non-working mineral production royalty of two percent 2.0% of the gross revenues from the sale of lithium minerals and lithium mineral products produced from the Tonopah North Project.

Subject to the terms of the Joint Venture Agreement, Tearlach shall be the initial manager of the Joint Venture and shall have control of the activities and operations of the Joint Venture.

About Tearlach

Tearlach is a Canadian exploration company engaged in the acquisition, exploration and development of lithium projects. Tearlach holds an interest in the Final Frontier Project, which includes the Pakwan / Margot Lake Claim block, which is directly contiguous to Frontier Lithium’s Flagship Spark and Pag deposits, as well as interests in the Wesley, Harth and Ferland properties, all located in the lithium hub of northwestern Ontario, Canada. The Wesley Property borders Green Energy Metals’ Root Lake Project, where a 24,000 m drill program is currently underway. Pegmatite dykes have also been encountered on the Harth Lithium Project, which is 8 kms west of the Wesley Lithium Project. Prospecting and mapping have also confirmed pegmatite dykes on the Ferland Lithium Property, 10 km east of Green Technology Metals’ Seymour Lake Project. Tearlach intends to explore these assets and develop a portfolio of projects in the Americas through acquisition. Tearlach’s primary objective is to position itself as the leading lithium exploration and development company in the Americas.

Qualified Person

Julie Selway, Ph.D., P.Geo. reviewed and approved the technical disclosure in this news release. Dr. Selway is the VP of Exploration for Tearlach Resources and the Qualified Person (“QP”) as defined by National Instrument 43-101. Dr. Selway completed a Ph.D. on lithium granitic pegmatites in 1999. Dr. Selway also has twenty-three scientific journal articles on lithium pegmatites. Dr. Selway has co-authored 29 NI 43-101 Technical Reports on a wide variety of commodities and deposit types.

We seek Safe Harbor.

https://blackrocksilver.com/