IRR.L Regulatory News (IRR)

01 July 2021

Piedmont Fully Funds IronRidge Lithium Project to Production

'Ghana Set to Become First West African Lithium Producer'

IronRidge Resources Limited (AIM: IRR, "IronRidge" or the "Company") is pleased to announce that it has entered into a conditional binding agreement ("the Agreement") with Piedmont Lithium Inc. ("PLI" or "Piedmont"), a Nasdaq listed lithium exploration and development company, to fully fund and fast track the Ewoyaa Lithium Project ("Ewoyaa" or "the Project"), part of the Company's Ghanaian Cape Coast Lithium Portfolio ("CCLP"), to production.

HIGHLIGHTS:

Ø Conditional binding and definitive agreements entered into with Piedmont to fully fund and fast track development of the industry standout Ewoyaa Lithium Project in Ghana for US$102m

Ø Piedmont is a US integrated supplier of raw materials and minerals supporting the electric vehicles ("EV") and industrial markets

Ø Piedmont to subscribe for £10.8m (c. US$15m) IronRidge shares at 20 pence per share

Ø Piedmont to fund additional regional exploration and advancing the Ewoyaa Lithium Project to Definitive Feasibility Study ("DFS") for US$17m

Ø Piedmont to fund the Ewoyaa Lithium Project to production with full capex spend of US$70m

Ø Offtake agreement for 50% of spodumene concentrate SC6% product across the life of mine ("LOM")

Ø IronRidge to benefit from Piedmont's technical, operational, and corporate experience and expertise and its accelerated development timelines to production

Ø Ghana to benefit from becoming the first West African lithium-producing country

Ø IronRidge increases net cash position to c. US$30m for future growth initiatives

The Board believes that this conditional agreement represents a unique opportunity to fast track the development of its industry-leading asset and fund its pathway to production, all whilst providing the opportunity for Ghana to become the first lithium producer in Western Africa.

The Company has defined a JORC compliant mineral resource estimate at Ewoyaa of 14.5Mt at 1.31% Li2O in the inferred and indicated category, including 4.5Mt at 1.39% Li2O in the indicated category. A Scoping Study at Ewoyaa, announced in January 2021, supports a business case for 2.0 Million tonnes per annum ("Mtpa") production operation with life of mine ("LOM") revenues exceeding US$1.55 Billion, with significant potential to extend LOM.

Commenting, Vincent Mascolo, Chief Executive Officer of IronRidge, said:

"With Piedmont's established relationships with US based automakers, this is an outstanding opportunity for IronRidge to fully fund its industry-leading Ewoyaa Lithium Project through to production. With the support and investment of Piedmont, along with the African mining expertise of IronRidge's major shareholder Assore Limited, we look forward with great excitement to developing this industry leading asset.

"Piedmont is developing a world-class integrated lithium business in the U.S. and will bring vast experience and expertise to the partnership as we prepare to fast-track Ewoyaa to production.

"This pathway to production transaction removes funding risks for IronRidge and its shareholders at a time where surety of supply to the enormous and rapidly growing North American EV and stored energy industry sectors is paramount.

"This funding agreement is also a testament to the strategic direction that we have taken as a Company in recognising Ewoyaa's potential, and the dedication and focus on bringing this asset into the production and commercialisation stages.

"I would like to thank our team on the ground in Ghana and all of our supportive stakeholders for their efforts and ongoing support in commercialising the Project. We will continue to update the market on this exciting new phase in due course."

Commenting, Keith Phillips, President & Chief Executive Officer of Piedmont, said:

"Piedmont is delighted to be partnering with IronRidge to develop its outstanding Ewoyaa Lithium Project in Ghana.

"We consider Ewoyaa to be among one of the world's most promising spodumene projects, leveraging existing world class infrastructure including directly adjacent HV power, a major highway within 1km of the site, and the major port of Takoradi less than 2 hours' drive away.

"Few hard-rock lithium projects worldwide can boast the proximity to existing operational infrastructure, lithium grade and a simple Dense Media Separation-only process route that will require very low upfront capital expenditure.

"As a Company seeking to support the production of lithium and accelerate the transition to a sustainable future, we look forward to providing a pathway to production at this industry-leading project."

Project Overview

Under IronRidge ownership, the Ewoyaa Lithium Project, part of the Cape Coast Lithium Portfolio, has been positioned as an industry standout project, ready for advancement through the development stages to production.

The Scoping Study confirmed Ewoyaa as a long-life, large-scale, low-cost open pit project, delivering excellent returns, as outlined below:

· Scoping Study supports a business case for 2.0 Million tonnes per annum ("Mtpa") production operation with LOM revenues exceeding US$1.55 Billion

· 8-year LOM operation, producing an average 295,000tpa of 6% Li2O spodumene concentrate, with significant potential to extend LOM

· Study delivers exceptional financial outcomes:

· LOM revenues exceeding US$1.55bn, Post-tax NPV8 of US$345M, IRR of 125% over 8 years

· US$68M capital cost with industry-leading payback period of

· C1 cash operating costs of US$247 per tonne of 6% lithium spodumene concentrate Free on Board ("FOB") Ghana Port

· Pre-tax NPV8 of US$539M and EBITDA of US$854M for LOM

· Average EBITDA of US$105M per annum

· Significant exploration upside potential from the historic Egyasimanku Hill deposit (1.5Mt @ 1.66% Li2O) and surrounding 684km2 portfolio

Summary of Commercial Terms

Piedmont to earn 50% of IronRidge's Cape Coast Lithium Portfolio ("CCPL") in Ghana inclusive of Ewoyaa in the following stages;

Stage 1: Investment into IronRidge Resource Limited (AIM: IRR) (c. US$15m)

• Piedmont Lithium to subscribe for 54,000,000 Ordinary Shares in the Company at a price of 20p per share (£10.8m (c. US$15m)) with a lock in provision preventing the sale of the shares for 12 months.

Stage 2: Regional Exploration and DFS Funding - (US$17m)

• Piedmont Lithium to earn up to an initial 22.5% of CCLP at completion of sole funding of;

• US$5m towards an accelerated regional exploration programme to enhance the current Ewoyaa resource;

• US$12m towards completing the Definitive Feasibility Studies ("DFS") for the Project.  

o The minimum "DFS criteria" is to deliver a 1.5mtpa to 2mtpa run-of-mine ("ROM") operation for a 10-year to 8-year life of mine ("LOM") respectively.

o Any cost overruns and/or savings will be shared equally.

Stage 3: CAPEX Funding (US$70m)

 Piedmont to earn a further 27.5% of CCLP via the sole funding of;

• Capex of US$70m for the Project

• To deliver a 1.5mtpa to 2mtpa ROM operation for a 10-year to 8-year LOM respectively.

• Any cost overruns and/or savings will be shared equally.

Other key Terms:

• If the "DFS criteria" of Stage 2 is achieved and Piedmont elects by mutual agreement not to proceed to Stage 3, Piedmont will forfeit its Stage 2 interest back to IronRidge.

• Piedmont is entitled to;

• One board position in IronRidge on completion of the subscription.

• Offtake Agreement for 50% of the annual lithium spodumene concentrate (SC6%) production.

Offtake Agreement

Piedmont and IronRidge have entered into a binding offtake agreement for 50% of the Cape Coast Lithium Portfolio's life of mine spodumene concentrate.

Offtake pricing will be determined via a formula, which is linked to the prevailing price of lithium products, ensuring IronRidge captures value-add margins.

Condition Precedent

The definitive agreements entered into with Piedmont are subject to a number of conditions, including:

· General meeting of Shareholders to authorise the issue of shares for cash consideration in accordance with Rule 6.3 of the Company's constitution.

· Australian Foreign Investment Review board approvals (FIRB).

Subscription

Binding commitment from Piedmont to subscribe (the "Subscription") for a total of 54,000,000 new ordinary shares (the "Subscription Shares") at the Issue Price of 20p per share.

An application will be made to the London Stock Exchange for the 54,000,000 Subscription Shares and, which will rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM once the conditions precedents have been completed which is currently expected before the end of August 2021.

Following the issue of the Subscription Shares, the Company's total issued share capital will comprise 570,114,246 ordinary shares. The Company does not hold any ordinary shares in Treasury.

Revised shareholdings following Admission

Following the issue of the Subscription Shares, the revised shareholdings of the substantial shareholders and Directors will be as follows:

Proposed Demerger of IronRidge's Gold Assets

As announced on 1 June 2021, IronRidge intends to demerge its gold interests in Côte d'Ivoire and Chad into a separate gold-focussed entity (NewGoldCo) to be listed on a recognised stock exchange ("Proposed Demerger"). Piedmont has undertaken to support the Proposed Demerger. Further details of the Proposed Demerger will be provided in due course.

For any further information, please contact:

Notes to Editors:

About IronRidge

www.ironridgeresources.com.au

IronRidge Resources is an AIM-listed, Africa focused minerals exploration company with a significant lithium pegmatite discovery in Ghana, extensive gold portfolios in Côte d'Ivoire and a potential new gold province discovery in Chad. As announced on 1 June 2021, IronRidge intends to demerge its suite of gold assets into a separate listed entity.

Ghana

The Cape Coast Lithium portfolio covers some 684km2 and includes the newly discovered Ewoyaa Lithium Project with a maiden Mineral Resource estimate of 14.5Mt at 1.31% Li2O in the inferred and indicated category including 4.5Mt @ 1.39% Li2O in the indicated category (reported in accordance with the JORC Code). A Scoping Study on the Ewoyaa Lithium Project, announced in January 2021, supports a business case for a 2.0 Million tonnes per annum production operation, producing an average 295,000tpa of 6% Li2O spodumene concentrate, with life of mine revenues exceeding US$1.55 Billion. The Company has also secured the first access rights to acquire the historical Egyasimanku Hill spodumene rich lithium deposit, estimated to be in the order of 1.48Mt at 1.67% Li2O and surrounding tenements. The tenure package is also prospective for tin, tantalum, niobium, caesium, feldspar, and gold, which occur as accessory minerals within the pegmatites and host formations. 

Corporate

IronRidge made its AIM debut in February 2015, successfully securing strategic alliances with three international companies; Assore Limited of South Africa, Sumitomo Corporation of Japan and DGR Global Limited of Australia. Assore is a high-grade iron, chrome, and manganese mining specialist. Sumitomo Corporation is a global resources, mining marketing and trading conglomerate. DGR Global is a project generation and exploration specialist.

About Piedmont:

www.piedmontlithium.com

Piedmont Lithium (Nasdaq: PLL) is developing a world-class integrated lithium business in the United States, enabling the transition to a net zero world and the creation of a clean energy economy in America. Our location in the renowned Carolina Tin Spodumene Belt of North Carolina, the cradle of the lithium industry, positions us to be one of the world's lowest cost producers of lithium hydroxide, and the most strategically located to serve the fast-growing US electric vehicle supply chain. The unique geographic proximity of our resources, production operations and prospective customers places us on the path to be among the most sustainable producers of lithium hydroxide in the world and should allow Piedmont to play a pivotal role in supporting America's move to the electrification of transportation and energy storage.