Great Quest Fertilizer Ltd. (TSX-V: GQ) (“Great Quest” or the
“Company”) is pleased to announce that it has entered into an
assignment and assumption agreement dated December 20, 2023 (the
“Assignment Agreement”) with Sulliden Mining Capital Inc.
(“Sulliden”) pursuant to which will become a party to a share
purchase and subscription agreement (the “Purchase Agreement”).
Pursuant to the Purchase Agreement, the Company has committed to
purchasing and subscribing for up to 70% of the total issued and
authorized ordinary shares of Belmont Mineral Exploration (PTY)
Ltd. (“Belmont”), a Namibian private company, subject to the terms
and conditions outlined in the Purchase Agreement (the
“Transaction”).
Belmont holds, directly or through option
agreements, 14 exclusive prospecting licenses covering 307,778
hectares of exploration licenses, including the Khorixas Gold
Project (the “Khorixas Project”), the Omatjete Gold and Lithium
Project, and the Outjo Gold Project (collectively, the “Projects”).
The Khorixas Project is Belmont’s principal asset and upon closing
of the Transaction would be Great Quest’s principal assets.
This strategic move is anticipated to provide
Great Quest access to three distinct project areas with significant
potential for gold and lithium deposits within Namibia.
Jed Richardson, Chief Executive Officer of Great
Quest, remarked, “This transaction serves to objectively expand the
focus of the Company to Namibia, a world recognised
geopolitical jurisdiction where we can also leverage management
experience and goodwill within the country. Great Quest is
following closely on the recent announcement of the sale of
Namibian gold explorer Osino Resources, with their highly
anticipated Twin Hills project, to Dundee Precious Metals. Great
Quest will prioritize the Khorixas Project but will also continue
work at the Sanoukou Gold Project in Mali, and the Geulmim Gold
project in Morocco.”
Khorixas Gold
The 168,759-hectare Khorixas Gold Project,
situated approximately 350 km northeast of Walvis Bay within the
Northern Zone of the Damara Orogenic Belt, is expected to open
avenues for exploration in highly prolific gold and lithium
deposits. Notable targets within this project include the Belmont,
K17, and K15 areas, presenting promising opportunities for
mineralization.
The highest historical assayed rock chip samples
at K17 graded 21 g/t gold, 38 g/t silver and 16.25% copper. Visible
gold and copper mineralization has been encountered over a circular
surface area of 6km in diameter.
Omatjete Gold and Lithium
The 93,105-hectare Omatjete Gold/Lithium
Project, located approximately 80 km southeast of the Khorixas
Project, is strategically positioned within the Northern Central
Zone of the Damara Orogenic Belt. This project, intersected by two
regional shear zones, holds potential for gold and lithium deposits
and aligns with Great Quest's commitment to advancing projects with
substantial upside.
Outjo Gold Project
The 45,914-hectare Outjo Gold Project, situated
approximately 80 km east of the Khorixas Project, presents a
greenfields opportunity within the Damara Orogenic Belt. With no
historical work done on the Kuiseb formation, this project aligns
with Great Quest's exploration strategy to uncover untapped
potential in gold-rich regions.
Terms of the Transaction
Pursuant to the Purchase Agreement, as
consideration for an initial 25% equity interest in Belmont and a
corresponding 25% ownership interest in the Projects (the “Initial
Acquisition”), Great Quest has agreed to:
-
Pay the Namibian dollar equivalent of USD$60,000 in cash to the
vendor at the time of closing of the Transaction; and
-
Fund the Namibian dollar equivalent of USD$1,400,000 for
exploration expenditures on the Projects within 24 months of
closing of the Transaction.
The Company expects to close the Initial
Acquisition in early 2024. Following, the closing of the Initial
Acquisition, Great Quest can acquire an additional 26% ownership
interest in Belmont by funding the Namibian dollar equivalent of
USD$1,400,000 for exploration expenditures on the Projects.
Pursuant to the Assignment Agreement, Great
Quest shall pay the following consideration to Sulliden: (i)
USD$50,000 in cash with 90 days of executing the Assignment
Agreement; (ii) USD$50,000 in cash with 180 days of executing the
Assignment Agreement; (iii) reimbursement of Sulliden’s costs of
USD$80,000; and (iv) issue 5 million Great Quest common shares.
There are no finder’s fees payable.
The Transaction is subject to customary closing
conditions, including the approval of the TSX Venture Exchange. The
Company’s shares will be halted and will remain halted pending
receipt and review of acceptable documentation regarding the
Fundamental Acquisition pursuant to Section 5.6(d) of Exchange
Policy 5.3
Phosphate
The Tilemsi phosphate project remains in good
standing under force majeure, Great Quest management is carefully
watching the geopolitical situation in Northern Mali before
committing to any new work on the phosphate project.
Qualified Person
The scientific and technical information in this
release has been reviewed and approved by Dr. Andreas Rompel,
Pr.Sci.Nat. (400274/04), FSAIMM, the Company’s “qualified person”
as defined in National Instrument 43-101 – Standards of Disclosure
for Mineral Projects.
The technical information relating to the
historical exploration conducted on the Projects is historical in
nature and has not been independently verified by Great Quest. A
qualified person, as defined in National Instrument 43-101, has not
done sufficient work on behalf of Great Quest to classify the
historical exploration results reported above as current mineral
resources or mineral reserves and Great Quest is not treating the
historical exploration results as current mineral resources or
mineral reserves.
About Great Quest
Great Quest Fertilizer Ltd. is a Canadian
mineral exploration company focused on the development of African
gold projects. The Company’s flagship asset is the Sanoukou Gold
Project, encompassing 24 km2 located in the Kayes region to the
West of Mali and developing the Tilemsi Phosphate Project a 1,206
km² parcel in northeastern Mali, containing high quality phosphate
resources amenable to use as direct application fertilizer. Great
Quest is listed on the TSX Venture Exchange under the symbol GQ,
and the Frankfurt Stock Exchange under the symbol GQM.
ON BEHALF OF THE BOARD OF DIRECTORS OF GREAT
QUEST FERTILIZER LTD.
Jed Richardson
President, Chief Executive Officer and
Director
Disclaimer for Forward-Looking
Information
This news release may contain forward-looking
statements. Forward-looking statements include, without limitation,
the Transaction, including the conditions to closing and the timing
to complete the Transaction, the Company’s plans for and
expectations of the Projects, the prospectivity of the Company’s
existing mineral projects, the geopolitical situation in Mali, the
Company’s ability to raise adequate financing and the Company’s
future plans . These statements are based on current expectations
and assumptions that are subject to risks and uncertainties. Actual
results could differ materially because of factors discussed in the
management discussion and analysis section of our interim and most
recent annual financial statements or other reports and filings
with the TSX Venture Exchange and applicable Canadian securities
regulations. We do not assume any obligation to update any
forward-looking statements, except as required by applicable
laws.
Neither the TSX Venture Exchange nor its
Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
For more information:
Jed Richardson
(416)566-8134
jed@greatquest.com
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