Background
Metminco
Metminco was incorporated in 2006 in Australia. In October 2007 it listed on the ASX as a diversified mineral explorer focused on projects in Australia. In December 2008, Metminco (the Company) announced a scrip for scrip offer to acquire all the issued share capital of Hampton Mining Limited (Hampton). When the offer closed on 8 July 2009 Metminco had attained a 36.5% interest in Hampton.
In September 2009 Metminco announced an option agreement with JIC, the second largest shareholder in Hampton, giving Metminco the right to acquire all of JIC’s shares in Hampton. On 17 March 2010, the Company exercised the JIC Option. Due to the completion of the JIC Option Metminco increased it's holding in Hampton to 69.4%. Subsequently Metminco completed the acquisition of Hampton minority shareholders' interests and subscribed fully for Hampton rights offers increasing it's interest in Hampton to 100% (06 December 2010).
On 7 December 2009 the Company announced a sale and purchase agreement with HHR (“North Hill Purchase Agreement”) under the terms of which the Company can acquire 100% of North Hill for a payment of US$0.5 million and the issue of 150,000,000 fully paid Ordinary Shares in Metminco on settlement. North Hill indirectly owns certain tenements at the Los Calatos Project in Peru. The majority of exploration work conducted by Hampton to date at Los Calatos has been on these main tenements. The completion of the North Hill Purchase Agreement is subject to Metminco acquiring a controlling interest in Hampton.
The Company is listing on AIM.
Hampton
Hampton Mining Limited (Hampton) was incorporated in Australia in 2003. Hampton has interests in six projects, five in Chile (Mollacas, Vallecillo, Loica, Camaron and Isidro, all through Hampton Chile) and one in Peru (Los Calatos, through Hampton Peru).
Under an agreement with MN Ingenieros (a private Chilean company) Hampton acquired a 50% interest in the Loica, Mollacas and Vallecillo Projects. In September 2007, SCM Ovalle was incorporated as a 50:50 joint venture company between Hampton Chile and MN Ingenieros to hold these projects.
Hampton’s interest in the Los Calatos Project comprises an option to purchase the North Hill Los Calatos Tenements (on which all drilling has occurred to date) (“Hampton Option Agreement”) and Hampton Owned Los Calatos Tenements, adjacent to the North Hill Owned Tenements (taken up by Hampton following the results of the initial drilling program on the North Hill Los Calatos Tenements).
Metminco has safeguarded its interest in the Los Calatos Project by entering into the North Hill Purchase Agreement whereby Metminco has a right to purchase North Hill which ultimately owns the North Hill Los Calatos Tenements, but without affecting Hampton’s rights under the Hampton Option Agreement.
Hampton’s interest in the Camaron Project consists of tenements taken up by Hampton Chile since 2007 and tenements subject to an option to purchase agreement entered into in August 2007 with SLM Genesis.
Hampton’s interest in the Isidro Project consists of tenements taken up and held 100% by Hampton Chile and the San Lorenzo Properties, in which Hampton Chile currently has a 50% interest through its 50% shareholding in SCM San Lorenzo. Hampton Chile has a right, subject to meeting certain conditions, to increase its interest to 100%.
Hampton’s total exploration and overhead costs to early calendar 2010 are approximately US$32 million.
