RIO TINTO OPTION AGREEMENT
Rio Tinto Exploration Canada Earn-In Option Agreement
On August 24, 2020, ALX announced the signing of an option agreement (the “Agreement”) with Rio Tinto Exploration Canada Inc. on the Company’s Falcon Nickel Project, located near the town of Stony Rapids at the terminus of Highway 905 in northern Saskatchewan. Due to a naming conflict with another Rio Tinto mineral exploration project located in the province of Saskatchewan, ALX and Rio Tinto have mutually agreed to change the name of the Falcon Nickel Project to the Firebird Nickel Project.
Terms of the Option Agreement
Rio Tinto may acquire up to an 80% interest in Firebird by incurring a total of $12.0 million in exploration expenditures over six (6) years and by making cash payments to ALX totaling $125,000, as outlined in the following summary:
- Rio Tinto may acquire a 51% interest in Firebird (the “First Option”) by solely funding $3.0 million in exploration expenditures within three (3) years of the date of the Agreement (the “Effective Date”), which includes certain other obligations, namely:
- carrying out an initial exploration program of not less than $150,000, to be completed within six months of the Effective Date;
- making a $50,000 cash payment to ALX within 45 days of the Effective Date.
- Upon Rio Tinto acquiring a 51% interest in Firebird, it may elect to form a joint venture on terms established by the parties in a separate joint venture agreement, or give notice to ALX that it wishes to pursue its right to acquire up to an 80% interest in the Project (the “Second Option”). Any excess expenditures incurred by Rio Tinto during the First Option period may be credited to the expenditures required under the Second Option;
- If Rio Tinto does not elect to form a joint venture after satisfying the obligations of the First Option, it may choose to maintain its 51% interest or it may elect to acquire an additional 29% interest in Firebird to earn an 80% interest in the Project by solely funding an additional $9.0 million in exploration over a second 3-year period for total expenditures by Rio Tinto of $12.0 million over six years, and by making a second cash payment to ALX of $75,000 for a total of $125,000 in cash payments to ALX during the option periods;
- Rio Tinto will act as operator of exploration (the “Operator”) at the Project, but may in its sole discretion appoint ALX to act as Operator at any time during the First or Second Option periods. Either party while acting as Operator may charge a 10% administrative fee on exploration expenditures, with such administration fee to be included as expenditures accrued to the First Option and Second Option periods;
- Under the agreed joint venture terms, a party whose participating interest is diluted below 10% is converted to a 1.0% net smelter returns royalty (“NSR”), capped at $20.0 million in royalties payable.
Certain claims and partial claims owned by ALX have been added to the Firebird property for the purposes of the Agreement. ALX has acquired and added area to the northwest and southwest of the original Project boundaries, and has removed claims to the southeast, thereby establishing the size of Firebird as of the Effective Date at 20,491 hectares (50,635 acres).