Maudore has agreed to pay a sum of CAD$10.0 million in cash plus three million warrants which entitle Noront to purchase common shares of Maudore at a price of CAD$2.20 per common share ("the Warrants") (collectively the "Purchase Price") in exchange for Noront's current 25% interest in the Windfall Lake Project. Maudore will also be required to pay to Noront, subject to certain conditions, an additional amount in the event that Maudore acquires, directly or indirectly, Eagle Hill's 75% interest in the Windfall Lake Property (the "75% Interest") equal to the difference (if any) between (i) one third of the purchase price paid by Maudore for the 75% Interest and (ii) CAD $10.0 million. The additional payment will be satisfied by the issuance of Maudore common shares.
Pursuant to the Agreement and subject to certain conditions, Maudore has the right to direct Noront to enforce its rights under the option agreement between Noront and Eagle Hill (the "Option Agreement") including its right to repurchase the 75% Interest from Eagle Hill (the "Repurchase") and subsequently transfer the 75% Interest to Maudore,
also
Under the terms of the Option Agreement, Eagle Hill must deliver either (i) a bankable feasibility study providing for a minimum internal rate of return of 15% on the Project (the "BFS"), or (ii) commit to cause the commencement of commercial production from the Project, within one year of earning its 75% interest, which occurred on April 20, 2012. If Eagle Hill does not complete a BFS or take the project to production, then Noront will have the option to purchase back the 75% of the Project from Eagle Hill for the lesser of (i) an amount equal to the expenses incurred by Eagle Hill and (ii) $6.0 million (the "Buy-back Provisions"), The delivery of the PFS does not satisfy the above requirements and as such, Noront will continue to retain its rights under the Option Agreement, including the Buy-Back Provisions, subject to the terms and conditions of the purchase and sale agreement between Noront and Maudore Minerals Ltd. announced on December 5, 2012 (the "Noront - Maudore Agreement").
Upon receipt of the Notice, Noront will act in accordance with the provisions of the Option Agreement and in the best interest of Noront's shareholders, subject to the terms and conditions of the Noront - Maudore Agreement.
Furthermore, Eagle Hill stated in the December 17th press release that "Upon Eagle Hill delivering the Notice, the Optionor will then have 180 days to notify Eagle Hill if it wishes either to continue as a 25% joint venture partner (currently it is a carried partner), or to transfer 100% of the Property to Eagle Hill in exchange for a 2% NSR.
In accordance with the Option Agreement, the aforementioned 180-day period is only initiated upon the delivery of a BFS and not upon receipt of the Notice committing to the commencement of commercial production. Upon receipt of a completed BFS, Noront may elect to maintain its 25% interest in the Project. Under the terms of the Option Agreement, Noront can require Eagle Hill to fund its share of expenditures, with such advance to accrue interest at a rate of 10% per annum and re-payable from income or royalty income from the Project. It should also be noted, as per the Option Agreement that the Optionee is required to repay Noront for initial expenses incurred on the Project, established in the Option Agreement as $11.9 million. This initial expense is to be repaid from the proceeds of any operations from the Project in preference to all amounts otherwise payable other than permitted senior debt approved by Noront and current operating expenditures.
