Int'l Iconic enters option deal to acquire Ginette

Executive Summary

• International Iconic Gold Exploration Corp. entered into an option and exploration agreement to acquire a 100% interest in the Ginette mining property in Santa Cruz, Argentina, granting exclusive exploration rights for three years.
• The company simultaneously announced a non-brokered private placement of 666,667 units at $0.15 per unit, raising $100,000 in gross proceeds to fund exploration and administrative expenses.
• The transaction includes a staged share issuance for option consideration, a cash option to acquire full mining rights, and a 1% Net Smelter Royalty (NSR) retained by the sellers.

Key Details

• Option and Exploration Agreement:

  • Target Asset: Ginette mining property, located in Santa Cruz, Argentina.
  • Interest Acquired: Exclusive right to explore for 3 years; option to acquire 100% interest.
  • Optionors: Various holders, including Samco SA.
  • Share Consideration: Aggregate of 3.95 million common shares issued at a deemed price of $0.15 per share (total deemed value $592,500).
  • Share Release Schedule:
    • 50% subject to a 4-month-and-1-day hold period.
    • 25% subject to a 6-month hold period.
    • Remaining 25% subject to an 8-month hold period.
  • Cash Option: Company may acquire 100% of mining rights by paying $1,000,000 USD to Samco within the first 3 years, structured as:
    • $5,000 USD within 12 months.
    • $5,000 USD within 24 months.
    • $990,000 USD within 36 months.
  • Royalty Terms: If the option is exercised, optionors retain a 1% Net Smelter Royalty (NSR) on the sale value of all minerals produced. Company has the right to buy out 100% of the NSR within the first two years of commercial production for $1,000,000 USD.
  • Regulatory: Subject to TSX Venture Exchange acceptance; shares to be issued within 5 business days of acceptance. Not considered a fundamental acquisition under TSXV Policy 5.

• Private Placement Financing:

  • Structure: Non-brokered private placement of 666,667 units.
  • Price: $0.15 per unit.
  • Gross Proceeds: $100,000.
  • Warrant Terms: Each unit includes one transferable common share purchase warrant, exercisable at $0.15 per share for 36 months following closing.
  • Use of Proceeds:
    • $5,000 for exploration at Ginette.
    • $6,300 for exchange filing fees.
    • $50,000 for accrued general and administrative expenses.
    • $38,700 for exploration at San Roque, Fontana, Ortiquita, and Lago Fontana projects.

• Strategic Context:

  • Company is focusing on advancing its portfolio of precious metal assets in proven jurisdictions.
  • Approximately 10% of the long-term exploration budget (including 5% of gross proceeds from this financing) is allocated to the advancement of Ginette.
  • CEO Shashank Bhatt stated the goal is to reinvigorate interest in the company and complement existing portfolio assets without detracting focus from flagship assets like San Roque.

Notable Quotes

• "The option of the Ginette project provides the company with an additional exploration-stage asset in Argentina, which we hope will reinvigorate interest in Iconic Gold after a period of relative dormancy." — Shashank Bhatt, President and CEO
• "The company's intention with this transaction is to complement its existing portfolio of exploration properties without taking away the focus from its flagship assets. On the back of this acquisition, the company intends to raise a small amount of capital and allocate such capital across its various exploration assets, focusing on San Roque, while continuing to seek further strategic opportunities." — Shashank Bhatt, President and CEO