Targeting multi-million high-grade oz. in Quebec

Windfall Lake Property, located near Val d'Or, Quebec: Indicated 538,000 oz. (10.05 gpt) / Inferred 822,000 oz. (8.76 gpt) (July 2012)

Free
Message: extract from Eagle's MD&A filed on Sedar Feb 28/13

Does this read like a company that is going to roll over and sell out for 17 cents a share,or allow Noront to bully them into giving up their claims. I don't think so.

GLTA Longs

Joe

Extracts

Windfall Lake Option Agreements:

The Company’s Windfall Lake Property, which consists of 362 contiguous claims, covering over 12,000

hectares in size, was obtained by the Company entering into a series of option agreements as follows:

Windfall Lake Option Agreement:

On July 20, 2009, the Company entered into an option agreement whereby the Company has earned

75% (and at the option of the optionor, 100% subject to a 2% net smelter royalty (“NSR”)) of the

optionor’s interest in the Windfall Lake gold property located in the Chibougamau Mining District in Urban

Township (Abitibi Region), Quebec. The property is composed of 156 claims in four contiguous blocks

covering a total area of 2,512 hectares. The optionor has a 50% interest in 29 of the claims (The 29

Claims) and a 100% interest in the remaining claims. In addition, certain of the claims in this option

agreement are subject to payment of various NSRs of up to 2% to previous claim owners.

The material terms either completed or outstanding under the option agreement to date are as follows:

(a) The Company completed an equity financing of at least $1,500,000 prior to October 15, 2009.

(b) The Company paid the optionor an “Initial Consideration Payment” of $400,000 upon completion of

the financing referenced above and receipt of regulatory approval.

(c) The Company incurred exploration expenditures on the claims and made option payments to earn

interests in the claims as follows:

i) incurred $500,000 in exploration expenditures and made a $200,000 payment to the optionor

before December 31, 2010 and earned 10% of the optionor’s interest in the claims;

ii) incurred an additional $2,000,000 in exploration expenditures before December 31, 2011

and earned 51% of the optionor’s interest in the claims; and,

iii) incurred an additional $2,500,000 in exploration expenditures and made a $400,000

payment to the optionor before December 31, 2012 and earned the full 75% of the optionor’s

interest in the claims as at April 20, 2012.

Eagle Hill Exploration Corporation

- 13 -

(d) Upon earning the 75% interest under the terms of the option agreement as described above, the

optionor will retain a 25% carried equity interest up to the earlier of the date on which the Company

produces a bankable feasibility study (“BFS”) or the date on which the Company gives notice to the

optionor of the Company’s commitment to cause the commencement of commercial production from

the claims. On the date that the Company gives notice to the optionor of the Company’s

commitment to cause the commencement of commercial production from the claims, the optionor’s

25% carried interest shall be converted to a 25% working interest and the optionor will be

responsible for its pro-rata share of any additional exploration expenditures. If the Company

produces a BFS on the claims, the optionor shall also have the option of converting its 25% working

interest to a 2% NSR within one hundred and eighty days of the date that the Company produces the

BFS, subject to the Company having a right of first refusal on any future sale of this 2% NSR. The

net cash flow from production shall be first applied to the repayment of senior debt, as approved by

the optionor, and interest related thereto. The optionor shall receive the next $11.9 million of net

cash flow from production and thereafter the net cash flow from production shall be distributed on a

pro-rata basis.

(e) After earning the 75% interest as above, if the Company does not complete a BFS or give notice to

the optionor of the Company’s commitment to cause the commencement of commercial production

from the claims within one year of earning that interest (by April 20, 2013), then the optionor will have

the option to purchase back the Company’s 75% interest in the claims for $6 million.

(f) This option agreement was subject to a finder’s fee agreement whereby the finder was to have

received a fee based on the value of any consideration paid plus any exploration costs incurred.

During the year ended October 31, 2010 the Company and the finder settled this agreement

whereby a total of $252,500 was paid

Windfall Lake Expansion and Consolidation:

On October 8, 2009 the Company entered into two separate agreements, each with two companies to

increase its property holdings at Windfall Lake. These companies jointly hold several claims on the

Windfall Lake property. One of these companies has a director in common with the Company. The

Company is currently in discussions with the optionors with respect to the timing of certain key milestones

achieved under the respective option agreements and a possible restructuring of the remaining rights

under each agreement.

The 29 Claim Expansion:

The first of these agreements is an option to acquire the optionors’ 50% interest in The 29 Claims (the

“Optionors Interests”). The material terms of this option agreement are as follows:

a) During the year ended October 31, 2010 the Company earned a 20% interest in the Optionors Interests

by issuing 2,500,000 common shares, having paid $300,000 on or before October 31, 2009, incurring

$400,000 in exploration expenditures and issuing the optionors a 2% NSR.

c) The Company earned an additional 30% interest in Optionors Interests (for a total of 50% of the

Optionors Interests) by incurring an additional $1,600,000 in exploration expenditures before April 30,

2012; and

d) For the remaining 50% interest in Optionors Interests, the Company was to incur an additional

$2,000,000 of exploration expenditures on or before December 31, 2012. $219,960 was incurred prior to

October 31, 2012, and the Company is in discussions with the optionors in respect of an extension for

the remainder.

In the event that the Company does not earn more than a 50% interest in the Optionors Interests in respect

of The 29 Claims, the optionors have the right to repurchase the Company’s earned interest in The 29

Claims for $687,500 until December 31, 2013.

In the event that the Company earns an additional interest of 50% in The 29 Claims and does not

complete a bankable feasibility study within three years from the date the additional 50% interest in The

29 Claims is earned, the optionors will have the right to repurchase the 50% additional interest from the

Company for an amount of $4,687,500.

The 184 Claim Expansion:

The second agreement is an option to earn up to a 100% interest in an additional 184 claims (The 184

Claims) contiguous to the Windfall Lake Property. The material terms of this option agreement are as

follows:

a) For an initial 20% interest in The 184 Claims the Company must:

- Issue 1,000,000 common shares to the Optionors on or before October 31, 2009 (issued);

- Pay $100,000 cash on or before December 31, 2010 (paid);

- Incur $350,000 of exploration expenditures on or before December 31, 2010 (incurred).

b) For an additional 30% interest in The 184 Claims, the Company must incur an additional $500,000

(incurred) of exploration expenditures on or before April 30, 2012; and

c) For the remaining 50% interest in The 184 Claims, the Company must incur an additional $650,000

(incurred) of exploration expenditures on or before December 31, 2012.

This option agreement is subject to a 2% NSR to the underlying optionors. The NSR may be bought down,

anytime at the Company’s election, to a 1% NSR for $500,000.

In the event that the Company does not earn more than a 50% interest in The 184 Claims, the optionors

have the right to repurchase the Company’s earned interest for an amount of $255,000. In the event that

the Company ultimately earns a 100% interest in these claims but does not complete a bankable

feasibility study within three years from the date the 100% interest is earned, the optionors will have the

right to repurchase the 100% interest in these claims from the Company for the amount of $1,755,000.

The Rousseau Property:

In May 2010, the Company entered into a joint venture agreement (the “Rousseau Joint Venture”) with a

public company, having a director in common, wherein it purchased a 50% joint venture interest.

The Rousseau Joint Venture purchased 100% of a group of 18 mineral claims, contiguous to the Windfall

Lake Property from another non-related company subject to a 2% NSR (“the Rousseau Property”). The

Rousseau Joint Venture has a right to buy back 1% of the NSR anytime for a payment of $1,000,000 and

also has the right of first refusal to buy back the remaining 1% of the NSR. The Company’s share of the

cost to acquire the Rousseau Property was $5,000 (paid) and 100,000 common shares (issued).

On August 2, 2011, the Company entered into an agreement whereby it acquired the remaining 50% of

the Rousseau Joint Venture by paying $5,000 and issuing 200,000 common shares to its joint venture

partner. The Company now has a 100% interest, subject to the NSR provisions, in the Rousseau

Property.

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