Last checked at 30 Aug 2018 12:25
Red Rock Resources PLC
("Red Rock" or the "Company")
Update on JV Agreement to Develop Cobalt/Copper Tailings
Indicative Ore Offtake Agreement
Expiry of Warrants
30 August 2018
Red Rock Resources Plc, the natural resource development company with interests in gold, manganese and oil production, announces progress in relation to the conditional agreement first announced on 26 September 2017, and supplemented most recently by further announcements dated 29 March 2018 and 15 June 2018, to acquire an interest in a Joint Venture company ("JVCo") to be formed for the exploitation of copper/cobalt tailings and dumps (the "Resource") near Kolwezi in the Democratic Republic of Congo ("Agreement" and "DRC").
Pursuant to the Agreement Red Rock made the initial payment of $50,000, and conducted due diligence, including drilling and testwork.
In accordance with the terms of the Agreement, an adjustment is being made by our local partner, Vumilia Pendenza S.A.("VUP") to ensure that the areas comprising the Project have acceptable quantities and grades of mineralisation. This may involve, as noted in the announcement of 26 September 2017, adding areas; it may also involve dropping certain of the areas and substituting others.
Minor adjustments have been made to the Agreement to reflect the passage of time and the opportunity cost borne by Red Rock which have the effect of slightly reducing the overall cost and simplifying the transaction. The immediate counterparty has been changed from an Isle of Man company to a Congolese company, Bring Minerals SAU ("BRO").
Highlighted changes:
o Red Rock now acquires 50.1% on completion instead of 26.25% of JVCo for:
o Cash payment of $700,000 (unchanged) upon BRO providing proof of it Rights over the VUP Project ("Rights").
o £490,000 payable in Red Rock shares ("Shares") at 0.7 pence a share (revised from 0.65 pence), with attached 1-for-1 (revised from 5-for-3) three year warrants to subscribe for new Shares at 1p ("Warrants").
o The obligation by Red Rock to fund $1.2m of exploration expenditure over 18 months to produce a bankable feasibility study ("BFS") disappears.
o Instead of Red Rock having six months within which to elect to pay $1m to farm in to a further 26.25% of JVCo, bringing its interest to 52.5%, after a BFS is completed, Red Rock holds 50.1% immediately on completion and $1m will be paid as a post-completion obligation if and when commercial production begins.
o Whereas before a 0.4% royalty was due to a partner but could be bought out, the buy out provision has been deleted but Red Rock will also enjoy a 0.4% royalty.
Summary of other terms:
The Warrants as before only become exerciseable upon a decision to proceed with commercial production.
The transaction continues to be subject to a 1% NSR Royalty in favour of VUP, and VUP retains as before a 20% interest in JVCo which is subject to a carry of exploration costs and a finance carry (repayable out of distributions from JVCo) of project finance costs.
The transaction continues to be subject to conditions precedent including:
(a) Execution of such formal agreements as may be necessary;
(b) Receipt of all necessary consents;
(c) Proof of all Rights;
(d) Red Rock having a satisfactory legal opinion in relation to the Rights.
Time for completion is further extended by a provision that these conditions are to be satisfied or waived within 60 days of 24 August 2018; failing which either party may by notice terminate the transaction.
Other information:
Whilst the precise details of the assets Red Rock will be buying into will only be clarified in the definitive agreements, the heads of terms currently contemplate Red Rock acquiring rights to assets including a portion of the Luilu tailings dumps near Kolwezi. There is no geological data reported on to an AIM Standard but Red Rock is aware of the following non-compliant historic data on Luilu which should naturally be treated with caution until confirmed in accordance with the AIM requirements: on 13 July 1998 First Quantum Minerals Ltd, listed at that time on the Vancouver Stock Exchange, reported a resource estimate that could be classified as measured for the entirety of the Luilu tailings dump deposited up to that time (based on an estimated specific gravity of 1.3) of 13.78m tons at 1.98% copper and 0.35% cobalt.
All Rights to be passed under the Agreement and subsequent amendments derive from commercial rights negotiated by VUP with La Générale des Carrières et des Mines (Gécamines), a state-controlled corporation.
Offtake: Winmar Resources Limited ("Winmar")(ASX:WFE) has on 23 August 2018 signed with Red Rock a Non-Binding Indicative Ore Purchase Agreement, under which Red Rock would supply copper and cobalt ores from its projects in the DRC to the Luapula Cobalt Processing Facility located near the town of Likasi in Haut-Katanga Province, the DRC. On 23 July 2018 Winmar announced a Binding Heads of Agreement for Cobalt Production Joint Venture to acquire an interest in and refurbish this facility.
Expiry of warrants: On 22 August 2018, 75,000,000 warrants exercisable into 75,000,000 Red Rock shares at a price of 0.8 pence a share expired unexercised.
Andrew Bell, Chairman of Red Rock, comments: "We are satisfied with the results of our due diligence inquiries to date and provided proof of rights to the Resource can be provided at completion, we expect the transaction to proceed. We welcome the adjustment in terms we have been able to negotiate with our partners.
Full details of the Rights acquired, including their composition, extent and duration, will be notified at the time of completion.
Our due diligence showed the strong demand for feed from local plants and our indicative ore purchase agreement reflects this. Although we expect over time to add more value, initially through ore beneficiation, the ability now to sell our material on profitably underpins the value of this opportunity and will ensure we can control the level of our commitments."
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Director Red Rock Resources Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Jason Robertson 0207 374 2212 Broker First Equity Limited