Arc Minerals Regulatory News (ARCM)

4 Sep 2007 07:01

Templar Minerals Limited04 September 2007 For Immediate Release 4 September 2007 TEMPLAR MINERALS LIMITED ("Templar", "TMP" or "the Company") Templar acquires 90 per cent interest in the Adjaria Gold Project in the Republic of Georgia TMP is a natural resource exploration and development company which has todaysigned an Acquisition Agreement with Gatward Limited ("Gatward") to acquire a90% interest in Goldencrest Enterprises Limited ("Goldencrest") which is theultimate holding company of the mineral resource rights with respect to theAdjaria Gold and Base Metals Project situated in southern Georgia to the northof Turkey. HIGHLIGHTS The following highlights reflect the prospectivity issues of the Adjariaopportunity:- •the brownfields project contains numerous exploration adits and a historical sampling database together with a total licence area of 100.4km2 covering a large unexplored region; •the mineralization has generated epithermal deposits with gold, silver and base metals, including of copper, lead and zinc; •the existing early stage historical gold and base metal mineral resources were classified under the Russian system and constituted Au at 24,743oz of inferred resources and unclassified inferred Au resources of 562,638oz with assay values ranging from 2g/t to 67g/t; Silver at 485,476oz as an inferred resource and Copper at 74,800 inferred resource tonnes; •TMP acquires a 90% interest in the Adjaria Gold Project for an initial consideration of 25 million ordinary TMP shares and the payment of US$2 million in cash.; and •Georgia has a "mine friendly culture" lending itself to rapid development of the resources Chairman, David Lenigas, said "The Adjaria Gold Project represents an excitingopportunity in an area of historical gold and base metal mining. Our team ofgeologists has already initiated an exploration programme to identify orebodytargets and we look forward to proceeding with the drill programme later thisyear. Templar is well funded with cash resources of US$15 million following theAdjaria acquisition and we continue to evaluate further investmentopportunities." PROJECT PROSPECTS AND DETAILS This brownfields project contains numerous exploration adits and a preliminaryhistorical sampling database together with a large and as yet unexploredgreenfields target area with excellent prospectivity. Venmyn Rand (Pty) Limited ("Venmyn") carried out an independent techno-economicinformation review and prospectivity report on the Adjaria Project in July 2007.Venmyn reported the historical resource estimate information which included thefollowing minerals:- • Gold 24,743oz • Silver 485,476oz • Copper 74,800 tonnes • Lead 15,000 tonnes • Zinc 11,000 tonnes The Adjaria Project has several logistical advantages including abundant water,power, skilled labour, and excellent access to major centres. The port of Batumi65km away. A local office has been established and is operational with qualifiedstaff, vehicles and access to world class analytical laboratories. Activeexploration is underway. TMP will direct field work including sampling of previously tested areas toverify and update the historical data and to determine the geochemical signatureof the mineralization with a view to developing a robust and technically soundexploration programme. Venmyn, an international independent consultancy, hasconcluded "the prospectivity of the Adjaria Project is moderate to high. Thecountry risk factors are not unduly negative and logistically the prospect hasnumerous advantages. The geological setting and epithermal genesis arefavourable for the development of potentially economically viable deposits, asevidenced by the Madneuli mine." The Madneuli mine in the southern Bolsini region of Georgia and the Kislag minein Turkey occur in similar geological settings as the Adjaria licence. Madneulihas recently been privatised and it is the largest mining operation in thecountry processing 1.7Mt of ore and producing 77,000oz of Au and 60,000oz Cuconcentrate in 2006. Madneuli reserves are B+C1+C2 categories of Cu - 698,000tand Au - 2,861,368oz Au. Georgia is a stable state and is developing an investor friendly, low costenvironment. The Ministry of Environment Protection and Natural Resources hasgranted the Extraction licence and the Ministry has been helpful in providingsupport to investors. ACQUISITION AGREEMENT Under the terms of the Acquisition Agreement, TMP has, subject only to theadmission to trading on AIM of the consideration shares specified below,acquired from Gatward, 90% of the issued share capital of Goldencrest which is acompany registered in the British Virgin Islands. Goldencrest is the soleshareholder of Metalon Georgia LLC a company registered in the Republic ofGeorgia which is the sole holder of the mineral resource rights under thelicence with respect to the Adjaria Gold Project in the Republic of Georgia. The consideration payable to Gatward under the Acquisition Agreement is 25million Ordinary Shares of no par value in the capital of TMP and thereimbursement to Gatward of certain historical expenditure obligations under theLicence to the sum of US$2,000,000. The Ordinary Shares to Gatward will rankpari passu with the existing Ordinary Shares in issue. TMP has also agreed to pay to Gatward a further amount of up to US$3,000,000 incash if the gold mineral reserves in the Adjaria Gold Project exceeds 250,000ozon the basis of a US$10 payment for each ounce over 250,000oz. TMP has alsoagreed to pay to Gatward a net smelter royalty of 2% per year on sales of allminerals, ores or refined products, excluding gold produced under the licenceprovided that TMP has the right to terminate that royalty against a once offpayment of US$2,500,000 at any time. DISCLOSURE One of the Company's Directors, John Stalker, is also a director of and a 95%shareholder of Gatward. Mr Stalker's son, Craig Stalker, holds 0.95%, for hisown account of the issued share capital of TMP. Mr Stalker holds options over atotal of 2,000,000 Ordinary Shares in TMP. Mr Stalker did not participate in thevote for either company in relation to the Acquisition Agreement. Both TMP andGatward's boards (excluding Mr Stalker) have unanimously resolved that thistransaction is in the best interest of both companies. The board of Templar(excluding Mr Stalker) having consulted Beaumont Cornish Limited with respect tothe AIM Rules consider that the terms of the Acquisition are fair and reasonableinsofar as the shareholders of Templar are concerned. APPLICATION TO AIM Application has been made for the 25,000,000 Ordinary Shares to be issued toGatward to be admitted to trading on AIM and trading in such shares is expectedto commence on 7 September 2007. TEMPLAR BACKGROUND Templar was established earlier 2007 for the purpose of making investments and/or acquisitions in the natural resources sector, which may include exploration,development or production projects in the minerals, base metals, precious metalsor hydrocarbons sectors QUALIFIED PERSON The information in this announcement that relates to historical mineral resourceestimates was based on information compiled and sourced from Georgia. Thatinformation was reviewed and reported upon by Venmyn under the direct guidanceMr. Andrew Neil Clay M.Sc. (Geol.), M.Sc. (Min. Eng.), Dip. Bus. M., FAusIMM,MSAIMM, FGSSA, Pr. Sci. Nat.,MAIMA, M.Inst.D., MAAPG. Mr Clay, who is a directorof Venmyn which is an international independent consultancy firm, and hassufficient experience relevant to the style of mineralisation and type of ofdeposit under consideration and to the activity which he is undertaking, toqualify as a Qualified Person for the purposes of this announcement. Mr. Clayhas consented to the inclusion in this announcement of his name in the form andcontext in which it appears. For further information please contact:Templar Minerals Limited - David Lenigas (Chairman) Tel: (0) 20 7016 5100Beaumont Cornish Limited - Roland Cornish Tel: (0) 20 7628 3396 This information is provided by RNS The company news service from the London Stock Exchange