· Satisfactory and successful conclusion of all due diligence activities between Southern African Nickel ("SAN") and Umnex Holdings in relation to the acquisition of the Zebediela Nickel Project close to the mining town of Mokopane in the Limpopo province of South Africa.
· Addition of the Zebediela project to the portfolio of nickel assets held by the SAN-URU Metals exploration joint venture ("Joint Venture")
· The acquisition involved no additional cash consideration to be made by either the Company or SAN and did not increase the Company's original committed contribution to the Joint Venture of US$3.6 million, against which approximately US$1.8 million has already been spent.
As announced by the Company in October 2010, the intention remains that URU Metals and SAN plan to convert the Joint Venture and its associated nickel projects, into a separately listed entity.
· Commencement of drilling at both the Burgersfort and Zebediela nickel projects in South Africa.
Commenting on this latest acquisition for the Joint Venture, Paul Loudon, Non-Executive Chairman of URU Metals, said:
"The successful conclusion of the due diligence activities between SAN and Umnex Holdings and the addition of the Zebediela project to our portfolio of nickel projects in Southern Africa is an exciting addition to our partnership with SAN. The apparent strike length and width to the target ultramafic body suggests the potential for the discovery of a world class-size sulphide nickel deposit."
On 31 January 2011, the Board announced that its Joint Venture partner, SAN, had signed a conditional agreement with Umnex Minerals Limpopo ("Umnex Limpopo") to acquire an interest in the Zebediela Nickel Project, which is situated close to the mining town of Mokopane in the Limpopo province of South Africa.
The agreement was conditional upon the satisfactory conclusion of due diligence activities within 60 days of the date of the last signature by SAN and Umnex Holdings.
These activities have now been satisfactorily and successfully completed.
Similar to the Joint Venture's Burgersfort Nickel Project, the Company believes that the Zebediela project has the potential to host an economic source of disseminated nickel-sulphide mineralization. Based on historic drilling, the ultramafic bodies identified to date on the project are known to contain disseminated nickel-sulphide mineralization which fits with the Joint Venture's strategy.
These ultramafic bodies represent targets for the identification of disseminated nickel-sulphide mineralization.
This acquisition will further strengthen the Joint Venture's nickel portfolio which now comprises the Burgersfort and Zebediela nickel projects in South Africa and the Bend Claims and other concessions in Zimbabwe.
The Joint Venture intends to continue to acquire additional nickel projects in Southern Africa.
Under existing arrangements, and as previously reported, Pangea Exploration (Pty) Ltd ("Panex"), a South African-based mineral resource exploration company, will manage the Burgersfort and Zebediela Projects and the Bend Claims Projects on behalf of the Joint Venture.
Agreement with Umnex Holdings
Under the terms of the agreement, SAN will acquire 74% of the issued share capital of Umnex Limpopo, the indirect owner of the Zebediela Nickel Project. Umnex Holdings, or its nominee, will initially receive a 10% interest in SAN. Subject to the Joint Venture seeking to continue the development of the Zebediela Nickel Project, Umnex Holdings will receive a direct interest in the Joint Venture from both SAN and URU Metals (in equal proportions) following which the effective interest of each party in the Joint Venture will be: URU Metals 45%, SAN 40% and Umnex Holdings 15%.
Pursuant to the Agreement SAN has agreed that it will provide the funding for the development of the Zebediela Nickel Project for a period of 20 months after Closure (or such longer time until SAN has spent a minimum of ZAR4.2m, equivalent to US$0.590 million, on direct exploration expenditures on the Zebediela Nickel Project) (the "Sole Funding Period"). If during the Sole Funding Period SAN spends more than ZAR10m (equivalent to US$ 1.405 million) on direct nickel exploration expenditures on the Zebediela Nickel Project, such expenditures in excess of ZAR10m (the "Excess") shall be credited to a shareholder loan account in favour of the Joint Venture.
If Umnex Holdings fails to provide its proportionate share of in the development of the Zebediela Nickel Project, SAN shall have the right to purchase Umnex Holding's shareholding in Umnex Limpopo for a consideration of ZAR1 (One South African Rand).
If the consideration is not paid to Umnex Holdings when due, Umnex Holdings shall have the right to purchase the entire shareholding in Umnex Limpopo owned by SAN, the Joint Venture or the subsequently listed entity, as the case may be, for a consideration of ZAR1 (One South African Rand).
Umnex Holdings shall have the right to purchase the entire shareholding in Umnex Limpopo owned by SAN, the Joint Venture or the listed entity (as the case may be) for a consideration equal to the amount of the direct nickel exploration expenditure incurred by SAN in respect of the Zebediela Nickel Project in certain circumstances including if the Joint Venture is not listed directly or indirectly on an appropriate Stock Exchange within 15 months of Closure or if the Company fails to contribute US$3.6m in cash which it had previously committed to the Joint Venture by that time.
Management of the Zebediela Nickel Project
SAN and Umnex Holdings have agreed that, as with the Burgersfort and Bend Claims Projects, Panex would manage the Zebediela Nickel Project on behalf of the Joint Venture.
Panex has successfully identified and developed a number of precious, base and industrial minerals mining projects over the past twenty years. Panex is based in Johannesburg and has a team offering financial, geological, metallurgical and mining services to progress mineral properties.
As previously announced, Mr Anton Esterhuizen, the Company's (non-Board) Chief Executive, is the Managing Director of Panex and has an interest of 33.1%of Panex's issued share capital. Mr Anton Esterhuizen is not a director of the Company nor any of its subsidiary undertakings and is not a substantial shareholder in the Company.
Pursuant to the existing management agreement, Panex is responsible for, inter alia, the implementation of the Joint Venture's project development and exploration programmes. Panex services include the identification and planning of exploration activities in relation to the nickel portfolio throughout Southern Africa, and reporting and evaluation services in relation to these exploration activities.
Panex performs exploration services for its own account and for other clients and has investments in gold projects in Nevada, USA, South Africa and Mozambique.
Drilling at Burgersfort and Zebediela
Under the supervision of Panex, drilling has already commenced at both the Burgersfort and Zebediela projects in South Africa and it is anticipated that the first assay results from both properties will be available for announcement during May 2011.
For further information:
Gordon Cassidy, Finance Director
Tel: +27 (0)11 269 4900
Beaumont Cornish Limited (Nominated Adviser)
Tel: +44 (0)20 7628 3396
Daniel Stewart & Co Plc (Broker)
Tel: +44 (0)20 7776 6561
Brand: Mining IR
Andre Morral / Dr Iestyn Adams
Tel: +44 (0)151 531 7908
This press release contains statements that are 'forward-looking'. Generally, the words 'expect,' 'intend,' 'estimate,' 'will' and similar expressions identify forward-looking statements. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward-looking statements. Statements in this press release regarding the Company's business or proposed business, which are not historical facts, are 'forward looking' statements that involve risks and uncertainties, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
These forward-looking statements speak only as of the date they are made.
Mike Venter Pr.Sci.Nat., Principal Consultant at The MSA Group is the qualified person responsible for URU Metals who verified the data reported above. Mike Venter is a consultant to URU Metals with no interest in the company and has consented to the inclusion in this announcement of its name in the form and context in which it appears. Exploration data is acquired by URU Metals using best practice quality assurance and quality control protocols.
Copper is a ductile metal with very high thermal and electrical conductivity
Dunite is an igneous, plutonic rock of ultramafic composition which mineral assemblage is greater than 90% olivine, a magnesium iron silicate.
A comprehensive study of a deposit in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail for it to reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.
Hartzburgite is an ultramafic, igneous rock and is a variety of Peridotite consisting mostly of the two minerals olivine and low-calcium pyroxene
Nickel or Ni
Nickel belongs to the transition group of metals, is hard and ductile and a silvery-white metal with a slight golden tinge that takes a high polish.
PGE or PGM
Platinum group elements or metals are all transition metals comprising ruthenium, rhodium, palladium, osmium, irridium and platinum, all having similar physical and chemical properties and tending to occur together in the same mineral deposits.
Mineralization with PGE and gold content greater than 0.5 gms per tonne and/or copper content greater than 500 ppm.
Serpentinite is a rock composed of one or more serpentinite group minerals. Minerals in this group are formed by serpentinization, a hydration and metamorphic transformation of ultramafic rock from the earth's mantle.
Serpentinization is a geological low-temperature metamorphic process involving heat and water in which low-silica-mafic and ultramafic rocks are oxidised and hydrolyzed with water into serpentinite. Peridotite, including dunite at and near the seafloor and in mountain belts is converted to serpentine, brucite, magnetite, and other minerals
Ultramafic rocks are igneous and meta-igneous rocks with very low silica content and are composed of usually greater than 90% mafic minerals (dark colored, high magnesium and iron content). The earth's mantle is composed of ultramafic rocks.
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