Monday, June 22, 2015

Centenara closes RTO with Cardero, $1-million financing

2015-06-22 08:04 ET - News Release

Mr. Keith Henderson reports
Centenera Mining Corp. has closed the previously announced acquisition of Cardero Argentina SA and the resulting reverse takeover of the company by Cardero Resource Corp., which was approved by shareholders on May 25, 2015. The company also announces the closing and completion of a non-brokered private placement in the aggregate amount of $1-million (being $950,000 in concurrent financing and the previously closed $50,000 bridge financing), the name change to Centenera Mining, the resumption of trading under the symbol CT, and the appointment of new management.
What does the transaction mean for Centenera shareholders?

During the early part of 2015, prior to closing of the transaction, the common shares of the company were consolidated on the basis of 10 old shares for one new share and the company's debts of approximately $800,000 were settled for shares and cash. In connection with this restructuring, the company agreed to purchase Cardero Argentina SA from Cardero for consideration consisting of $50,000 (U.S.). The company also issued 23,743,781 shares to Cardero in consideration for services provided by Cardero to Centenera in connection with the transaction (including negotiation and settlement of the transaction terms), the effect of which was a reverse takeover of the company by Cardero.

Administrative changes to the company
The company has changed its name from Artha Resources Corp. to Centenera Mining. The company continues to be listed on the TSX Venture Exchange, but its trading symbol has been changed from AHC to CT. The company's head office is now located at the offices of Cardero with a new management team in place and a board composed of Cardero nominees and former directors.

What does the transaction mean for Cardero shareholders?
With Cardero's focus on bulk commodities over the past seven years, its mineral assets in Argentina were not an area of focus and effectively provided no value to shareholders. With the completion of the transaction, the Argentinean assets have transferred to a separate Argentina-focused vehicle sharing management with Cardero, which is 54 per cent owned by Cardero. The transaction does not result in any other change to Cardero, its management or operations.

Centenera assets
Centenera's primary assets are three precious metals projects: the Organullo gold deposit, the Mina Angela former-producing gold deposit (both of which were acquired from Cardero) and the Crosby silver project, which is contiguous with Silver Standard's Pirquitas mine in northwest Argentina.

Organullo gold project
The Organullo property is located in Salta province, which is the second-most mining-friendly jurisdiction in South America, according to the 2014 Fraser Institute Survey of mining companies.
Organullo is a large property with widespread and intense alteration indicative of a productive high-sulphidation epithermal gold deposit. This property lies along a regional northerly trending fault that controls the localization of mineralization in the region. Mineralization is associated with faulting, quartz veins and silicified rock. The geological relationships suggest that this is near the top of the system with large volumes of underlying rock yet to be explored. The system appears to be large with more than seven kilometres of geochemically anomalous rock exposed in a north-south direction. Historical drilling results support the interpretation of a potential bulk-minable epithermal gold deposit. Reverse circulation drilling returned 200 metres grading 0.47 gram per tonne gold and 189 m grading 0.66 g/t gold, both from surface. Diamond drilling supports this with an intersection grading 0.66 g/t gold from 19 to 110 m.

In 2012, an exploration targets and pit optimization report was completed by GeoRes. The work resulted in potential exploration target tonnages and grades of gold at Organullo. Block models were built for two target areas with block sizes defined to emphasize the dominant vein orientation. Gold grades were estimated into each model's blocks using parameters adapted to the common vein direction in each area. Raw drill hole data were composited to exactly two m downhole and no limits were applied to either input data or output estimates, and the estimation was unconstrained by geology. Block estimation was done using an inverse distance squared algorithm. Scan distances of 200 m and 300 m were used for lower and upper ranges of exploration targets.

Targets were reported for a variety of gold grade lower cut-off values. Tonnages assumed a constant density of 2.6 tonnes/cubic m. At a lower gold cut-off of 0.5 g/t, the total exploration targets ranged from a lower 19.8 million tonnes at 0.94 g/t gold (600,000 ounces gold) to an upper 31.6 million tonnes at 0.92 g/t gold (940,000 ounces gold). It should be noted that these potential exploration target quantities and grades are conceptual in nature, that insufficient exploration and geological modelling have been done to define mineral resources, and that it is uncertain if further exploration will result in the determination of a mineral resource. An approximately $400,000 exploration drilling program is planned for late 2015 aimed at expanding the exploration target size.

Mina Angela gold project
Mina Angela is a former-producing mine located in Chubut province in southern Argentina. The property was explored by several companies between 1951 and 1978 and production recommenced in 1978. The underground mine was operated by Cerro Castillo SA until 1992 producing more than 150,000 ounces of gold. The mineralized system remains open at depth. Government records from 1983 until the mine closed in 1992 show mining production was 1.04 million tonnes for this period with average grades of: four g/t gold; 48.4 g/t silver; 2.0 per cent lead; 0.4 per cent copper and 4.6 per cent zinc.

Exploration drilling in 1998 discovered a new vein system and geophsyics indicates the vein has a potential strike length of 1.6 kilometres. Significant drill intercepts include 1.36 m at 40.65 g/t gold and two m at 6.69 g/t gold. The downdip extension of mineralization at Mina Angela is estimated to be 150 m to 400 m. In 2005, Hochschild Mining entered into a feasibility study to restart mining and as part of this process, it paid the final $350,000 option payment to secure 100 per cent. Hochschild withdrew in 2009 due to economic issues and not due to technical concerns. Despite past production, the property remains largely underexplored. There is high potential for extension of ore reserves along the downdip extensions of the vein systems at Mina Angela and two other prospects. There are several additional identified targets, with the opportunity for new discoveries.

Crosby property
The Crosby property is transected by the same northwest-trending anticlinal structure that hosts Silver Standard's producing Pirquitas mine in Jujay province, northwest Argentina, which is expected to produce nine million to 10 million ounces of silver and 10 million to 12 million pounds of zinc in 2015. The property is strategically positioned contiguous with the Pirquitas property.

Centenera will be managed by a seasoned management team with significant exploration and development experience, led by Keith Henderson, who has been appointed president and chief executive officer. The board of Centenera is made up of Henk van Alphen, Charles Straw, Anne Labelle, Stephen Pearce and Keith Henderson. Management biographies can be viewed at the company's website.

The management of Centenera believes that it can take advantage of undervalued resource sector opportunities in Argentina. The company has three quality precious metal assets and is focused on making additional acquisitions where deal terms are reasonable and minimize dilution. The company is well structured with approximately 43 million shares issued and outstanding, of which a significant number of shares is held by shareholders that are supportive of this long-term strategy.

Transaction details
The TSX Venture Exchange has accepted for filing the reverse takeover of the company by Cardero and related transactions as described in the management information circular of the company dated April 24, 2015. The transaction includes the acquisition of 100 per cent of the issued and outstanding shares of Cardero Argentina held by Cardero. The company entered into a share purchase agreement with Cardero and Cardero Argentina as of March 27, 2015, whereby it agreed to purchase all of the issued and outstanding Cardero Argentina shares in consideration of the payment of $50,000 (U.S.). The company also issued 23,743,781 shares to Cardero in consideration for services provided by Cardero to Centenera in connection with the transaction (including negotiation and settlement of the transaction terms). The transaction received 97-per-cent shareholder approval and has been completed, effective June 18, 2015.

In addition to the recently announced closing of the bridge financing (gross proceeds of $50,000 announced May 26, 2015), the company has closed the concurrent non-brokered private placement for gross proceeds of $950,000 (10-cent unit price with a full warrant at 15 cents for 24 months). Together with the bridge financing, total gross proceeds from transaction-related financings are $1-million.

Pursuant to a director resolution dated June 1, 2015, the company has changed its name to Centenera Mining. Effective Monday, June 22, 2015, the common shares of Centenera will commence trading on the TSX Venture Exchange. Centenera will resume with the ticker symbol CT (not CTA as indicated in an earlier news release).

Qualified person
EurGeol Keith Henderson, PGeo, Cardero's executive vice-president and a qualified person as defined by National Instrument 43-101, has reviewed the scientific and technical information that forms the basis for portions of this news release, and has approved the disclosure herein. Mr. Henderson is not independent of the company as he is an officer and shareholder.
We seek Safe Harbor.

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