Century Minerals27 Nov 2023 13:35
Acquisition Terms:
Empire has agreed to acquire a 70% interest in three copper and/or gold Projects from Century Minerals Pty Ltd, being:
· A granted Exploration Licence (E70/5465) and an Exploration Licence Application (E 70/5876) at Pitfield;
· An Exploration Licence Application (E 16/545) at Walton; and
· An Exploration Licence Application (E 6872) at Stavely.
Century Minerals Pty Ltd, a company registered in Australia, is a private exploration company established by two well known and respected Exploration Geologists, Mr Ed Baltis (former WMC Resources and Gold Fields minerals exploration manager), and Mr Steve Hart (former Plutonic and Basin Minerals exploration geologist).
Completion is expected to occur by 30 April 2022. Total consideration for the transaction is:
a) A cash payment of A$100,000; and
b) The issue of 16,835,588 new ordinary shares in Empire (representing 5% of the issued share capital of the Company at signing) (the 'Consideration Shares') apportioned equally between each Project and issued upon the grant of the relevant Tenement comprising each Project, which in the case of Pitfield is the already granted Exploration Licence E70/5465. For the avoidance of doubt, one third of the consideration shares, 5,611,863, will be issued on the First Completion date, expected to occur by 30 April 2022. The remaining two thirds of the consideration shares will be issued in two tranches at the time that the Stavely and Walton licences are granted.
Empire has planned and agreed to spend a minimum of A$1,400,000 on exploration within 24 months of the date of acquisition, and this may be extended by a further 12 months should either the Walton or Stavely tenements not be granted within 12 months of acquisition.
Empire has also agreed to pay Century performance-based payments in the following amounts, either in cash or Shares at Empire's election:
(i) an amount equal to 1% of the Shares on issue immediately prior to Empire first announcing no later than 5 years after the date of acquisition that exploration drilling on any of the Projects determines multiple (more than 2) intersections exceeding 30% Cu metre or 50g Au metre; and
(ii) an amount equal to 2% of the Shares on issue immediately prior to Empire first announcing no later than 5 years after the date of acquisition a Mineral Resource in the inferred category or better compliant with the JORC Code 2012 exceeding 250Kt Cu metal equivalent in relation to any of the Projects,
Ed Baltis has a close working relationship with Shaun Bunn and has had a long and distinguished career in exploration and geology. Empire appointed him as exploration consultant with Louisa Stokes as part of the management team. We are fully aligned with Century.
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