Napier Ventures announces proposed acquisition of Emerald Isle property

Earl Hope of Napier Ventures, based in Vancouver, moves ahead with his company's latest acquisitions in Arizona and Colorado — Photo courtesy Napier Ventures/Linkedin

VANCOUVER, BRITISH COLUMBIA (December 10, 2015) – Napier Ventures Inc. (TSX.V: NAP) (“Napier” or the “Company”) today announces that it has entered into an asset purchase agreement (the “Agreement”) with Emerald Copper Corp. (the “Vendor”), whereby the Company will acquire a 100% interest in 57 unpatented mining claims in Mohave County, Arizona (the “Emerald Isle Property”) as well as 21 unpatented mining claims in Dolores County, Colorado (together with the Emerald Isle Property, the “Claims”).

As consideration for the Claims, Napier will grant to the Vendor a 2% net smelter returns royalty on all valuable minerals produced from the Claims. Napier will also pay the Vendor $200,000 pursuant to an unsecured promissory note (the “Note”). The Note will mature on the date that is 3 years from the date of closing of the acquisition of the Claims, provided that it will be accelerated in the event of the commencement of commercial production from the Claims, the abandonment of the Claims by the Company or upon the sale of the Claims. The Note will bear simple interest at 8% per annum which shall accrue to maturity and which may be converted into common shares of the Company at the option of the Company at any time at a conversion price equal to the 15 day volume-weighted average trading price of the Company’s shares at the time of conversion.

The acquisition of the Claims is subject to the approval of the TSX Venture Exchange (the “TSXV”). The Vendor is a private company owned and controlled by Donald T. Scoretz, a director, officer, insider and Non-Arm’s Length Party (as defined in TSXV policies) of the Company and as a result the proposed acquisition is a ‘related party transaction’ under Multilateral Instrument 61-101 (“MI 61-101”). The directors of the Company other than Mr. Scoretz considered, reviewed and approved the acquisition of the Claims and the terms of the Agreement. The proposed transaction is exempt from the formal valuation requirement under MI 61-101 by virtue of sections 5.5(a) and (b) and is exempt from the minority approval requirement by virtue of section 5.7(1)(a) of that instrument. No finder’s fees are payable in connection with the proposed transaction. The acquisition of the Claims is expected to occur promptly following receipt of conditional approval of the TSXV.

About the Emerald Isle Property

Following completion of the Acquisition, Napier proposes to focus on the Emerald Isle Property. The Emerald Isle Property is located entirely on federal Bureau of Land Management (“BLM”) managed lands on unpatented mining claims situated in Mohave County, Arizona. The mine is about 20 miles north of Kingman, Arizona and about 1.5 miles west of the Mineral Park copper porphyry. Copper mineralization at the Emerald Isle Property is hosted by Late Tertiary conglomerates and, to a lesser extent, by Quaternary alluvium and Cretaceous granitic rocks. Mineralization at Emerald Isle Property is in the form of mineralized lenses contained within a paleochannel approximately a few thousand feet long and up to 750 feet wide. The source of copper at the Emerald Isle Property is interpreted to be the low grade porphyry-type copper mineralization at Alum Wash, about 3.5 miles northeast of the Emerald Isle Property deposit or the mineralized intrusion directly underlying the property. The mineralization is characterized by dark blue to black copper oxide and carbonate-cemented conglomerate rock similar to the Exotica deposit, a satellite of the Chuquicamata copper deposit in Chile. There is a well-defined oxide copper zone on the property at the base of the Gila Conglomerate or Fanglomerate. This zone, long hypothesized to originate from The Alum Wash area, uphill and to the northeast of the Emerald Isle pit. What is not generally known is that many of the previous drillholes at Emerald Isle end in altered or unaltered Tertiary or Cretaceous age intrusive material (loosely termed “porphyry”) and that many of these drillholes stop in what could be economic grades of mineralization. Also, based on limited geological descriptions, many holes were stopped prematurely in mineralized conglomerate. Thus there could be a large local porphyry copper deposit immediately underlying part of the drilled area. Although the mineralized intrusive may be cut off to the north of the pit, the southwest and northwest limits of mineralized intrusion have not been found. Essentially, there is a large mineralized porphyry system immediately underlying the oxide channel in the conglomerates, and this porphyry, though low grade, covers an area roughly 2500 ft. by 1000 feet, open in several directions. While the 440 ft. drillhole completed in 2013 did not intersect significant mineralization, anomalous copper, cadmium, and zinc were noted in the analysis of the chips.

Considerable exploration has been done at the Emerald Isle Property in the past by several companies including El Paso Mining and Milling Company, Arimetco, St. Genevieve Resources Ltd. (“St. Genevieve”), and Sierra Resources Group Inc. (“Sierra”). Historic mining at the Emerald Isle Property was of high grade oxide copper by underground methods, followed by a small open pit and copper recovery by leaching and electrowinning. Past production is estimated by the US Bureau of Mines at 1.4 million tons averaging 1% copper.

In March 2006, Roscoe Postle Associates Inc. prepared a mineral resource estimate for St. Genevieve (the “Roscoe Technical Report”) in accordance with National Instrument 43-101 which provided Indicated Mineral Resources of the Emerald Isle copper deposit as 2.22 million tons with an average grade of 0.62% Total Cu. Based on

• Compilation of 135 drillholes totaling in excess of 30,000 ft.
• a total copper cut-off grade of 0.3% Total Cu and
• 10 ft. minimum vertical thickness

A copy of the Roscoe Technical Report, including the key assumptions, parameters and methods used to prepare the mineral resource estimate, is available for review on St. Genevieve’s profile at www.sedar.com. Napier is not aware of any more recent mineral resource estimates. No qualified person has done sufficient work to classify the mineral resource estimate in the Roscoe Technical Report as current mineral resources and Napier is not treating the historical estimate as a current mineral resource.

Technical information in this news release regarding the Emerald Isle Project has been approved by Barry Price, M.Sc., P.Geo, an independent “qualified person” under National Instrument 43-101.

Claim Dispute

Sierra, which also holds claims in the area, was a U.S based exploration and mining company which previously had an 80% ownership of its Emerald Isle Property mining claims. Sierra is based in Las Vegas, Nevada and as of June 2015 was placed into bankruptcy. As part of the bankruptcy process, certain assets of Sierra were purchased from a receiver by Sunburst Minerals LLC (“Sunburst”). Sunburst is asserting ownership of certain claims which overlap with the Emerald Isle Property claims. As a result, the status of claims once held by Sierra is uncertain and litigation is in process. Napier and its consultants have examined numerous claim posts belonging to the Vendor in the field and believe them to be properly staked. Napier engaged a consultant to undertake a title review which found numerous defects in the location of many of the former Sierra claims.

Napier staked the Emerald Isle Property claims with the BLM on the basis of open ground in some areas and the probability that some of the Sierra claims, particularly the millsite claims are in contravention of one or more clauses of the 1872 mining law. As a result of its review, Napier believes that Emerald Isle Property claims cover a large and partly overlapping portion of the Emerald Isle Property copper deposit, and may be explored and developed where they do not conflict with land covered by any valid third party unpatented mining claims. The claim situation can only be resolved by negotiation or litigation. Napier intends to assert its rights to and explore the Emerald Isle Property with geological mapping and mineral exploration activities.