Adventus Zinc Enters Into Option Agreement With Salazar Resources on the Curipamba Copper-Zinc-Gold Project and Forms Exploration Alliance in Ecuador - Seite 3

Fredy Salazar, President and CEO of Salazar, commented, "Salazar is pleased to be working with Adventus to advance the Curipamba Project to the development stage. Adventus was chosen as our partner as Adventus is a strong and well-backed financial partner who can assist us in developing the Project. We look forward to implementing our planned work programs at the Curipamba Project and are confident this agreement will ensure long term returns to Salazar's shareholders. In addition to the work at the Project we have already begun planning for exploration of additional zinc-related deposits in Ecuador outside of the Project area. We have identified several opportunities and the funding from Adventus will allow us to rapidly advance our prospect generation work programs."

Transaction Summary

Adventus may earn a 75% ownership stake in the Project (by way of a 75% equity interest in the company that indirectly holds the Curipamba Project) by incurring US$25 million in expenditures at the Project over the next 5 years, including the completion of a feasibility study on the El Domo deposit, subject to certain exceptions. A feasibility study is expected to be completed within 3 years, after which Adventus is required to fund 100% of the development expenditures to commercial production. Upon achievement of commercial production, Adventus will receive 95% of the dividends from the Project until its aggregate investment, including the US$25 million, has been recouped minus the approximate Salazar carrying value of US$18.2 million, after which dividends will be shared on a 75%/25% pro-rata basis with Salazar. In certain circumstances where Project development is delayed post earn-in, Adventus' ownership position could be diluted. Adventus will lead the development of the Project with a steering committee consisting of two representatives from Adventus and one representative from Salazar.

During the Option period, Salazar, as the established local partner, shall help manage exploration and stakeholder relations relating to the Project in return for a 10% management fee worth a minimum of US$350,000 per year. In addition, Adventus will provide Salazar with a US$250,000 per year advance payment until the achievement of commercial production, to a maximum cumulative total of US$1.5 million. The advance payment is to be repaid preferentially to Adventus upon start of commercial production.