Hayasa amends deal, grants Teck option for Vardenis

Executive Summary

• Hayasa Metals entered an amended and restated option & joint‑venture agreement granting Teck Resources the exclusive right to acquire up to an 80 % interest in Mendia Resources (owner of the Vardenis copper‑gold licence).
• The initial option requires Teck to spend US$15 M on exploration and complete 4,300 m of diamond drilling by 31 Oct 2026 (3,000 m by 31 Dec 2025); a second option allows an additional 10 % interest for a US$3.5 M payment and delivery of an NI 43‑101 prefeasibility study.
• Hayasa’s CFO Paul Hansed will retire at the end of calendar year 2025, with succession planning underway.

Key Details

• Option Structure – Teck may acquire 70 % of Mendia (initial option) and a further 10 % (second option), potentially holding 80 % total; Hayasa would retain 20 % thereafter.
• Exploration Commitment – Teck must incur US$15 M in Vardenis exploration expenditures by 31 Dec 2029 to keep the option alive.
• Drilling Milestones – Completion of 4,300 m diamond drilling on Vardenis by 31 Oct 2026 (including 3,000 m by 31 Dec 2025).
• Second‑Option Consideration – Delivery of an NI 43‑101 compliant prefeasibility study within six years of exercising the initial option and a US$3.5 M payment for the remaining 10 % interest.
• Funding Responsibility – During both option periods, Teck will fund all project expenditures and costs to keep Vardenis in good standing.
• Management Rights – Hayasa remains manager of Vardenis during the initial option term; Teck may replace Hayasa at any time.
• Termination Royalty – If Teck spends a minimum US$2.5 M within 30 months but does not exercise the initial option, the agreement terminates and Teck receives a 1 % net smelter‑return royalty on Vardenis payable by Mendia.
• Joint‑Venture Formation – If either option is exercised, a corporate JV is deemed formed between Teck and Hayasa (and possibly the existing shareholder). Interests diluted below 10 % or defaulting on cash calls convert to a 1 % NSR royalty.
• Deferral Period – For 18 months after JV formation, Hayasa may defer its share of approved program costs; Teck fronts these costs, which become repayable by Hayasa within 18 months after the deferral period ends.
• Conditions Precedent – Agreement subject to TSX Venture Exchange approval and other customary conditions.
• Project Context – Vardenis lies in Armenia’s Central Tethyan belt (9,399 ha), adjacent to the 4.8‑Moz Amulsar gold deposit; 770 m of drilling in late 2023 intersected sulphide‑rich intervals indicative of porphyry mineralization.
• CFO Retirement – Paul Hansed will retire at year‑end 2025 after 17 years with Hayasa and 19 years at KPMG; a successor will be announced before the end of 2025.

Notable Quotes

• “Having Teck as an investor is a positive signal for any junior exploration company… we expect that the next 12 months will be exciting times for HAY shareholders.” – Joel Sutherland, CEO
• “The partnership with Teck highlights the geological potential of Vardenis and reflects the strategic value of our work to date.” – Dennis Moore, President & Chairman
• “Paul is an excellent CFO… we wish him peace and prosperity as he begins his retirement.” – Joel Sutherland, CEO

All information above is extracted from Hayasa Metals’ news release dated 2024‑03‑28.