QIS Update #8 - 2017 - Including recent news from Fairmont Resources, Lingo Media and Newlox Gold Ventures - June 30th 2017
Included in this update:
- Fairmont Resources grants right of first refusal to Jourdan Resources on Rome lithium property
- Lingo Media enters into strategic alliance for Latin American market
- Newlox Gold Ventures signs letter of intent for revenue sharing agreement, proposed conversion of debentures to shares .
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Fairmont Resources Inc. (FMR:TSX-V)
Current Price: $0.03 (coverage commenced Feb. 18/16 - $0.025)
Fairmont Resources Inc. and Jourdan Resources Inc. (JOR.H:TSX-V) have announced that they have entered into a non arm’s length letter agreement pursuant to which Fairmont granted to Jourdan a right of first refusal to acquire a 100% interest in the Rome Lithium Property, which is adjacent to North American Lithium's Quebec Lithium Mine near Val d'Or, Quebec.
Map 1. Location of the Fairmont Resources Rome property (yellow) on map showing Jourdan Resources and North American Lithium Properties. Scale Bar in Kilometres. Link to larger version of map: www.smallcaps.ca/images/gallery/a7zA91k9/Fairmont-map1-Jun17.jpg
In consideration for the ROFR, which entitles Jourdan to match any offer that Fairmont solicits from a third party for the Property until July 22, 2017, Jourdan made a refundable cash payment of $25,000 to Fairmont. In the event that Jourdan chooses not to exercise its ROFR, Fairmont will reimburse the ROFR Payment to Jourdan.
Should Fairmont fail to refund the ROFR Payment, Fairmont will transfer to Jourdan its option to acquire a 100% interest in the Property in consideration of: (i) a $25,000 cash payment, (ii)1,500,000 common shares of Jourdan, and (iii) a 2% net smelter return (NSR) on the Property, of which half (1%) may be bought back for $1,000,000 at any time.
QIS Capital: Further to the above press release, shares in Fairmont Resources were halted this morning. We have reached out to management and we are still waiting to hear back.
Lingo Media Corporation (LM:TSX-V)
Current Price: $0.285 (coverage commenced Mar. 22/16 - $0.76)
Lingo Media Corporation has announced that it has entered into a strategic alliance with HP Inc. (HPQ:NYSE) for the education market in Latin America. Through the strategic partnership, HP will be marketing and selling ELL Technologies' full suite of English language learning programs directly to its existing customer base of educational institutions throughout the region.
ELL Technologies' online learning solutions will also be available for sale and license to HP's network of institutions through the HP Educational Portal. ELL Technologies will be installing its products on HP hardware and will promote the sale of HP hardware to its existing and prospective customers and channel partners.
"With governments throughout Latin America putting significant emphasis on English and Math, we see the need and opportunity to partner with one of the leading online training and assessment providers in ELL Technologies. HP has a well-established network in the education market throughout Latin America and we will be using our reach to market and sell ELL Technologies' suite of English learning software. This combined offering of HP's market leading hardware with ELL Technologies' proven pedagogy will lead to improved learning outcomes across Latin America in the classroom and beyond. We are excited about the partnership and see a great future for HP and ELL Technologies to work together," commented Enrique Ortiz, Regional Director Business Development, Latin America & Caribbean of HP Latin America.
"This strategic alliance with a world technology leader in HP with their focus and dedication to the education sector is another significant distribution milestone for the company. We expect to grow our sales throughout the Latin America region with this strategic partnership, benefitting substantially from HP's vast marketing channels and network," said Gali Bar-Ziv, COO of Lingo Media.
The strategic partnership was signed at the Virtual Educa's Colombia 2017 Conference and is the first international alliance signed under Virtual Educa's new global expansion. The agreement was witnessed by Virtual Educa's board of directors and signed in the presence of Secretaries of Education from countries across Latin America.
QIS Capital: This is a significant partnership for Lingo Media. HP is a well established enterprise in this space and this agreement is expected to lead to solid revenue growth going forward. We are expecting further announcements from Lingo in the next few weeks.
Newlox Gold Ventures Corp. (LUX:CSE)Website: www.newloxgold.com
Current Price: $0.05 (coverage commenced Mar. 31/14 - $0.05)
Newlox Gold Ventures Corp. has announced the signing of a Letter of Intent, a Proposed Conversion of Debenture Debt, and provide details concerning the equity private placement announced on June 16, 2017.
Proposed Revenue Sharing Agreement
Newlox is pleased to advise it has signed a Letter of Intent with a private investor whereby the parties will expedite the formation of a Revenue Sharing Agreement (the "Proposed Agreement") for the purpose of funding the commissioning and operating of its recently built tailings remediation and gold recovery facilities in Central America.
The Basic Terms of the Proposed Agreement
- - In anticipation of completing the proposed Revenue Sharing Agreement, the investor has subscribed, by way of a private placement, for C$67,305.00 (US$50,000.00) worth of units of the Company ("Units") at a price of C$0.05 per Unit (the "Private Placement"). Each Unit consists of one common share and one non-transferrable warrant entitling the holder to acquire an additional common share of the Company at a price of C$0.15 for three years. The Units were priced in Canadian Dollars at the date of execution of the subscription. For more information please see the Company's news release dated June 16, 2017.
- - In consideration for payments totalling US$1,000,000.00, inclusive of the US$50,000.00 Private Placement noted above, the investor will receive a 15% Gross Revenue Royalty on the Company's first processing plant until the investor has received royalties totalling US$1,000,000 (the "Gross Revenue Royalty"). After which, the investor will hold a 10% gross revenue royalty on the first processing plant for the life of the project (the "Enduring Royalty").
- - The investor will have the right of first refusal to fund the Company's future projects. If the investor decides to fund the development of a new project, the Company shall issue a new gross revenue royalty relevant to the new operation, which will be valid until the amount invested is recovered. Once the applicable gross revenue royalty expires, the investor's interest in the project will revert to a 10% gross revenue royalty. In the event the investor elects not to fund one or more of the Company's future projects, the Company will be free to pursue funding from other parties for those projects.
- - The investor will hold a 5% gross revenue royalty on all processing plants, current and future, developed by the Company and its subsidiaries, which are not subject to an active gross revenue royalty.
Proposed Debt Settlement
In connection with and conditional upon the foregoing proposed Revenue Sharing Agreement, Newlox is proposing to settle up to C$485,625 of debt held by certain debenture holders to equity on the basis of C$0.05 per common share. As an inducement for the conversion to equity, Newlox will issue share purchase warrants equal to 50% of the common shares issued. Each Warrant will be non-transferrable and will entitle the holder to purchase an additional Newlox common share for C$0.15 for a period of three years.
Newlox Gold Ventures Corp.
Newlox Gold Ventures Corp. is an environmental remediation company recovering contaminants and residual precious metals from historical waste left behind over more than a century of inefficient artisanal and small-scale mining in politically and socially stable jurisdictions in Latin America.
This novel approach, developed after extensive experience in the region and with the help of the Company's technical advisors at the Norman B. Keevil Institute of Mining Engineering at the University of British Columbia ("UBC"), eliminates the conventional, time and capital intensive, process' of exploration and mining.
Not having to do exploration work or mining, combined with a reduced processing cost due to previous crushing and grinding, should result in a significantly reduced operating cost for the Company. Newlox also expects to benefit from the high grades which are characteristic of artisanal mine tailings due to the inefficient processing techniques used by the original miners.
The Company, with the guidance of its advisors at UBC, has also identified remediation technologies designed to recover deleterious materials present due to historical artisanal mining practices and will be deploying these systems in the field as part of the commissioning process.
Newlox has signed agreements with local mining cooperatives to provide a steady supply of feedstock as well as built and tested its first processing plant in Central America. The Company is currently conducting optimisation and commissioning work at the processing plant with the intention of entering steady-state operations in the second half of 2017. Commissioning the processing plant requires no mineral exploration work and no mining which should result in a speedy route to full-scale operation.
With hundreds of years of mining history in Latin America and inefficient artisanal processing continuing to this day, the Company believes that there is a compelling opportunity to grow its business model. Newlox has identified a niche within the extractive industry where a clean-technology company can apply innovative processing techniques to not only recover precious metals but also effect positive change in the environmental and social landscape in Latin America.
QIS Capital: This is a major announcement for Newlox Gold. Management could easily have walked away from this deal over the last few challenging years but have persevered particularly for the benefit of shareholders. This announcement along with subsequent releases once funds have been received, will enable Newlox to re-start operations. In addition, Newlox has arranged for highly technical individuals to oversee operations to ensure future success from the concentration and beneficiation processes. After a long wait, the next few months should again be an exciting period for the company and its shareholders.