The Nieves Property consists of 18 mineral concessions, issued for 50 years, covering approximately 12,064.075 hectares (Map LT-1 and Table LT-1). These concessions are registered in the name Minera Cerro Gregorio, as of August 5, 2011, a Mexican company wholly owned by Quaterra Blackberry Nieves (BVI) Joint Venture Corp. which in turn is wholly owned by Blackberry Ventures I, LLC. Minera Cerro Gregorio does not own the surface rights on the concessions. The location of a concession is determined from the position of a single claim monument (“mojonera”). The corners are all located based on surveyed distances and bearings from that monument by a registered Mexican Mineral Concession Surveyor.

 

The Nieves Property is wholly owned by Blackberry. In 2019, Blackberry (through Minera Cerro Gregorio) paid US$172,000 to the Mexican government in taxes to maintain the concessions (Table LT-1) and US$75,000 Minimum Royalty Payment to the Mexican Concessionaires. These payments are required each year to maintain the Nieves Property. The taxes are payable every six months (January and July) and the Annual Royalty Payment is due each January. Net smelter return royalties remain outstanding on each of the concessions acquired from Kennecott (recently purchased by Royal Gold Inc.) and Quaterra Resources owns a 5.0% net profits interest in Nieves.

 

In the early 1990s, Abelardo Garza Hernandez, Noel McAnulty and Bill Shafer (sometimes referred to hereinafter as the “Mexican Concessionaires”) (Table LT-1) acquired eight concessions.

 

On January 16th, 1995, Kennecott entered into an option agreement with Mexican Concessionaires that allowed Kennecott to explore and acquire the Nieves Property by making specified option payments over five years, and advance minimum royalty payments (AMR).

 

On March 13th, 1998, Kennecott transferred its rights under the Nieves option to Western in consideration for an uncapped 2% net smelter royalty (NSR) on certain core concessions and a 1% NSR on others.

 

Western subsequently assigned its rights to the Nieves project as specified in the “Underlying Agreement” to Quaterra on March 26th, 1999, in consideration for 1,444,460 common shares of the Company at a deemed price of CDN$0.20 per share (CDN$288,892). In addition, the Company issued 360,000 common shares at a deemed price of CDN$0.20 per share (CDN$72,000) to the concessionaires in lieu of the US$50,000 option payment otherwise due under the terms of the Underlying Agreement.

 

The payment schedule in the Underlying Agreement was amended on November 22nd, 1999, February 11th, 2000 and May 2002, such that US$30,000 was paid in January 2000, US$15,000 in May 2002 and US$25,000 in January 2003, for a total of US$70,000. In addition, to acquire the interest in the claim fractions the Company paid US$40,000 to the concessionaires. Advanced

minimum royalty (AMR) payments of US$75,000 are due on or before the 26th of January each year from 2004 until the commencement of commercial production. The Nieves concessions are subject to a maximum 3% net smelter royalty to be partially offset by the cumulative AMRs (currently $1,050,000) to the original concession holders, which the Company may purchase at any time for US$2 million (Table 4-3).

 

On April 10th, 2003, Quaterra completed a US$1.5 million limited partnership financing with Blackberry, whereby Blackberry could earn a 50% interest in the Property by funding two exploration programs of US$750,000 each. The initial payment of US$750,000 received in the 2003 Fiscal Year was expended on a 5,300-metre drill program on the Nieves Property. During the 2004 Fiscal Year, Blackberry elected to continue by advancing a further US$750,000 towards a follow-up drill program completed in May 2005, thereby earning a 50% interest in the Property. The partners signed a joint venture agreement in 2006 jointly contributed to all exploration and property maintenance costs subsequently incurred.

 

On January 24th, 2007, Kennecott’s royalty was purchased by Royal Gold Inc.

 

On August 5, 2011, the Nieves asset was transferred into a single purpose company, Minera Cerro Gregorio which is wholly owned by Quaterra Blackberry Nieves (BVI) Joint Venture Corp, a British Virgin Islands Company which was jointly owned by Quaterra Resources (50%) and Blackberry Ventures I, LLC (50%).

 

On or about December 29, 2014, Quaterra Resources Inc. and Blackberry Ventures I, LLC entered into a Stock Purchase Agreement whereby Quaterra agreed to sell and Blackberry agreed to purchase all of Quaterra’s rights title and interest in Quaterra Blackberry Nieves (BVI) Joint Venture Corp for $4,000,000 to be paid in four equal payments of $1,000,000 each. Further, the Stock Purchase Agreement called for purchaser to pay an “Additional Amount” of 5% of the amount by which the gross proceeds exceed the amount of money the Purchaser has contributed in total to Nieves in the event Blackberry failed to make the payments timely.

 

On February 25, 2016, Quaterra and Blackberry entered into a modification of the December 29, 2014 Stock Purchase Agreement (the “February 25, 2016 Modification”) whereby Quaterra granted Blackberry’s Request for a postponement of the March 2016 payment of $1,500,000 due Quaterra under the December 29, 2014 Agreement which added  a 5% net profits interest from the disposition of the Nieves Silver Property and the November 12, 2015 Modification Agreement to on or before June 1, 2016.

 

 

On or about June 1, 2016 Blackberry Ventures fulfilled the original terms and conditions of the Stock Purchase Agreement and the subsequent Modifications thereto.

Land Tenure Table

Consessions on the Nieves Property

Areas of Mineralization on the Nieves Property