RNS24 Dec 2020 10:54
Thu, 24th Dec 2020 09:57
RNS Number : 8237J
MetalNRG PLC
24 December 2020
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
24th December 2020
MetalNRG plc
(The "Company" or "MetalNRG")
UPDATE ON THE LAKE VICTORIA GOLD PLANNED ACQUISITION
MetalNRG plc (LON:MNRG), the natural resource investing and exploration company, provides further details relating to the planned acquisition of Lake Victoria Gold Ltd ("LVG") (announced 20th October 2020).
LVG is the operator of the Imwelo Project in Tanzania which has a JORC (2012)1 compliant Total Resource of 4.73Mt @ 1.92g/t gold2 based on Resource drilling completed in 2016 and a Mineral Resource Estimate in 2017, for a total of 291,600 oz resources. In addition, an open-pit mining Pre-Feasibility Study ("PFS") and underground mining Scoping Study was completed by Measured Group Pty Ltd ("MG") for the Imwelo Project in June 2017 (the "Pre-Feasibility and Scoping Study Report" or "2017 PFS")3.
The 2017 PFS considered a conventional drill and blast, load and haul open-pit mining operation based on mining open-pit Reserves of 1.362Mt at 2.22g/t Au for a total 87.66koz gold recovered over 4 years, based on a gold price of US$1,250/oz. The scoping study considered a transition from open-pit mining to underground mining.
One of the areas the PFS relies on includes resources from PML 2637, which LVG has an option agreement to acquire for US$ 50,000 on. The counter party to LVG for the option agreement has died and the family members who inherited the option agreement have been contacted and negotiations are underway to agree similar terms, however this will take some time. As a result, both parties have agreed to remove all reference to the Mineral Resources associated with PM 2637 from the proposed transaction, this amounts to a 90,000 oz reduction in contained gold and enter into a variation agreement (the "Variation Agreement") to the Bid Implementation agreement that was signed on 19th October 2020.
The Variation Agreement outlines the varied terms of the Bid Implementation Agreement that the two companies have signed up to, under which the total number of MetalNRG shares as potential consideration will remain at 750,037,391, but will be transferred in two tranches and MetalNRG will withhold 34,092,609 MetalNRG shares for a period of 6 months from the total possible consideration.
The 1st tranche of MetalNRG shares is transferable upon acceptance, by the LVG shareholders, of the proposed bid and the transfer of 100% of the LVG shares to MetalNRG, the 2nd tranche of MetalNRG shares is transferable upon completion and the successful update of the PFS and achieving specific milestones with regards to NPV of the project.
The terms of the Variation Agreement are as follows:
· Upon acceptance of the transaction, by LVG shareholders and the transfer of 100% of the LVG shares to Me