TIDMPAT
RNS Number : 7322T
Panthera Resources PLC
22 July 2020
22 July 2020
Panthera Resources PLC
("Panthera" or the "Company'")
Proposed Merger of West African Assets
The Board of Panthera is pleased to announce that it has entered
into a conditional sale and purchase agreement (the "Agreement") to
divest its interests in the Labola gold project in south west
Burkina Faso and the Kalaka gold project in south west Mali (the
"Projects") to Moydow Holdings Limited ("Moydow" and altogether the
"Transaction"), whilst retaining a significant interest in
Moydow.
Panthera believes the Moydow team, with a proven track record of
delivering value to shareholders on West African gold projects, is
well positioned to progress the Projects, initially through a
drilling and evaluation programme.
Moydow, with its joint venture partner, holds three exploration
licences in two prospective gold projects at the southern end of
the Kushaka Schist Belt in Nigeria. Moydow currently holds a 20%
interest in the Nigerian joint venture, with an earn in right to
increase this to 65%, which combined with Labola and Kalaka, will
form a multi-project West African focused exploration and
evaluation mining group.
Panthera will retain 100% of its interests in the Naton and
Bassala gold projects and intends to progress these separately.
Highlights of the Transaction and Terms of the Agreement:
1) Panthera to transfer to Moydow:
a) the Labola Option Agreement under which Moydow will
have the right to acquire 100% in the Labola gold property
in Burkina Faso; and
b) Panthera Mali Resources SARL, which holds the Kalaka
gold exploration licence under a joint venture agreement
in Mali;
2) As consideration for the Transaction, Panthera to receive
3 million new ordinary shares in Moydow (the "Consideration
Shares") together with cash of US$350,000 (est. GBP279,000)
in two tranches of US$200,000 (est. GBP159,000) by 30
September 2020 and US$150,000 (est. GBP120,000) by 31
March 2021;
3) The subscription of US$1 million comprising one (1) million
new ordinary shares in Moydow at a subscription price
of US$1 per share, payable in cash, by the existing shareholder
of Moydow;
4) The grant of an option to the existing shareholder of
Moydow to subscribe for a further 500,000 new ordinary
shares in Moydow at US$1 per share on or before 31 December
2021 ("Option");
5) The procurement of US$0.5 million in drilling services
by the existing shareholder of Moydow on arm's length
terms in consideration for a further 500,000 new ordinary
shares in Moydow at a subscription price of US$1 per share;
6) Closing of the Transaction on or before 31 August 2020
(unless extended by agreement between the parties) is
subject to inter alia , the following conditions precedent
:
a) A minimum subscription of US$1 million comprising one
(1) million new ordinary shares in Moydow at a subscription
price of US$1 per share by the existing shareholder
of Moydow;
b) Delivery of various agreements including:
* an option agreement, in a form to be agreed,
entitling the existing shareholder of Moydow to
subscribe for 500,000 new ordinary shares in Moydow
at a subscription price of US$1 per share;
* the parties entering into a shareholders agreement on
mutually agreeable terms in respect of Moydow; and
* completion of variation agreements, on mutually
agreeable terms between Moydow and the Projects'
partners;
c) Completion of due diligence by Panthera and Moydow
on the respective projects; and
d) The various warranties in the agreement remaining true,
accurate and not misleading at closing along with specific
provisions to reverse each licence acquisition, for
either Panthera or Moydow, in the unlikely event that
the acquired interest in the applicable licence is
not in good standing after one year from closing;
7) Mark Bolton, CEO of Panthera, will be appointed a director
of Moydow on closing, to represent the interests of Panthera
on the Moydow board; and
8) Panthera will be required to retain the Consideration Shares
until the earlier of 30 June 2022 or the date 6 months
after any IPO of Moydow, unless Moydow agrees to the contrary.
Summary of Pro Forma Moydow Capital Structure
Prior to the completion of the Transaction, Moydow has one (1)
million shares in issue and indirectly holds the Nigerian gold
projects with its joint venture partner.
The table below summarises the capital structure and
shareholdings in Moydow upon completion of the Transaction together
with the potential impact should the Option be exercised:
Moydow
Issued PAT
Shares Interest
Existing shareholder in Moydow 1,000,000
Consideration shares issued to Panthera 3,000,000
Subscription by existing shareholder in
Moydow 1,000,000
Shares issued for procurement of the drilling
services 500,000
----------
Pro Forma Issued Shares on Completion 5,500,000 54.5%
Exercise of Option 500,000
Pro Forma Issued Shares on Completion
(including exercise of Option) 6,000,000 50.0%
----------
Note: the above table does not include any potential Moydow
shares issued pursuant to any further capital raising activity
completed by Moydow.
Moydow Projects
Moydow currently holds a 20% interest in the joint venture
company which wholly owns three Nigerian exploration licences
comprising Paimasa, Dagma and Dext. Moydow can earn up to 65% of
the joint venture company by funding US$2 million in project
expenditure by July 2023.
At Paimasa, Moydow is targeting multiple high-grade quartz veins
discovered and worked by artisanal miners. The quartz veins occur
on a well-defined NE-SW trending gold geochemical anomaly.
Significant historical artisanal production occurred until the
licence was granted to Moydow's joint venture partner in 2017.
During 2017 and 2018 a new swarm of quartz-tourmaline veins was
discovered at the Mint target on the Paimasa licence area, some 1.5
kilometres northwest of the Paimasa target. The new discovery is a
300 metre- wide zone with high-grade auriferous quartz-tourmaline
veins over a strike length of 1 kilometre. To date more than 30
vein segments have been identified over a 50-hectare area at the
Mint target.
In 2018 a high-grade quartz vein system was discovered at Dagma.
Work to date includes remote sensing interpretation, geochemical
surveys and mapping followed by a short first-pass drilling
programme. On the contiguous Dext licence area, preliminary
reconnaissance has established along-strike prospectivity.
There has been no historical drilling within the Paimasa licence
area. Moydow plans to drill both the Paimasa and Mint vein systems
as well as further drilling at Dagma to test the strike extension
of the mapped mineralised veins .
Moydow has early mover status in Nigeria where very little
systematic, modern exploration has been undertaken within the
gold-bearing ("Schist Belt") terrain of the Benin-Nigeria Shield,
which has broad similarities to the Birimian of the Man Shield of
West Africa, which over the past 35 years has become one of the
most productive gold provinces globally.
Labola and Kalaka Projects
Pursuant to the Transaction, Panthera is vending into Moydow its
relevant interests in the Labola and Kalaka gold projects into
Moydow for a significant shareholder position in Moydow and ongoing
exposure to these projects.
The Labola gold project is located in the south-eastern part of
Burkina Faso within the Banfora greenstone belt, approximately
380km southwest of the capital city Ouagadougou and 90km
east-northeast of the 2.4 Moz Banfora gold deposit owned by Teranga
Gold Corporation.
The project has been drill tested by previous explorers with a
total of 65,556m in 541 reverse circulation percussion and diamond
drill holes.
The drilling covers an area of artisanal mining that extends
over a strike length of approximately 9km. The previous exploration
has been conducted by several different explorers with the
ownership historically fragmented. Panthera has recently combined
the historical drilling into a single database, however this
requires additional quality assurance and quality control ("QaQc")
assessment and verification prior to any JORC resource being
estimated. Based on previous explorers' informal resource estimates
from past drilling and its own internal review of the merged
database, Panthera has assessed an exploration target of between 15
and 30 million tonnes grading between 1.0 and 1.5 g/t gold
(0.5-1.5Moz gold) based on the results of drilling to date. The
potential quantity and grade of this target is conceptual in
nature, there has been insufficient verification to estimate a
Mineral Resource and it is uncertain if further verification will
result in the estimation of a Mineral Resource.
Moydow intends as a priority to carry out the necessary QaQc and
verification review in order to attempt to report a JORC resource
based on existing drill data. This will be followed by drilling
focussed on improving the confidence in the potential resource and
further increasing resources where historical drilling has not
previously closed off the mineralisation. Additional exploration
targets have also been identified which may further expand the
resource potential for the project.
The Kalaka gold project is located 260km SE of Bamako in South
Mali, 80km south of the 8 Moz Morila gold mine ownded by
Barrick/AngloGold and 85km northwest of the 6 Moz Syama gold mine
ownded by Resolute. Panthera believes the property has large scale
potential.
Previous exploration work includes 7,349 soil samples, airborne
geophysics comprising 909 line km magnetics and EM, ground IP and
20,952m RAB, AC, RC and DD drilling in 372 holes. This work
indicates a large, low grade zone of mineralisation with multiple
drill intersections exceeding 150m at the 0.5 g/t Au level at the
K1A prospect, just one of several similar targets within the
62.5Km(2) permit area along an interpreted 47Km combined strike.
Similarities between the mineralisation at K1A and Morila have been
noted, in particular the early intrusion hosted mineralisation at
Morila.
At the K1A prospect, there is a substantial zone of
mineralisation that is about 750m long, 150m wide and open at depth
(but at least 200m deep) grading 0.4-0.6g/t Au. Drill intercepts
from previous explorers include:
-- 249.3m @ 0.54g/t Au from 52m (to end of hole) including 8m @ 3.17g/t Au from 107m
-- 176.4m @ 0.49g/t Au from 24m (to end of hole) including 8m @ 1.83g/t Au from 52m
-- 191.8m @ 0.52g/t Au from 9m (to end of hole) including 6m @1.47g/t Au and 4m @ 2.47g/t Au
-- 84m @ 0.52g/t Au from surface
-- 63m @ 0.58g/t Au from 4m including 11m @ 1.92g/t Au from 15m
-- 43m @ 0.56g/t Au from 5m and 78m @ 0.52g/t Au from 51m including 5m @ 2.08g/t Au from 99m
-- 53.4m @ 0.49g/t Au from 147m (to end of hole)
Similar grade mineralisation has been identified in the RAB and
Aircore drilling in several other areas as noted above and
potential can be seen for several hundred million tonnes of
material at similar grades.
Moydow intends to undertake additional IP surveying and
subsequently to drill test the best anomalies identified by this
work, along with a 1,000m by 150m zone of intense artisanal mining
activity that is currently undrilled, with the aim of defining
higher grade parts of the mineralisation.
Commenting on the disposal, Mark Bolton, Managing Director of
Panthera said:
"We remain highly enthusiastic on the outlook for the Labola and
Kalaka projects. The Moydow transaction provides the necessary
finance to progress the Projects and the Moydow team has the
technical ability and good track record in West Africa to enable
rapidly progress. Panthera's significant ongoing shareholding in
Moydow ensures that the Company will benefit from any success
derived from the planned work programmes, while not diluting
shareholders' exposure to the Company's other assets, principally
the Bhukia JV project.
We believe that Moydow's proposed work programme will confirm
the historical drilling at Labola to deliver a JORC compliant
mineral resource estimate. Furthermore, the proposed infill and
step-out drilling has the potential to materially increase the
overall resource base.
At Kalaka, Panthera believes there is large-scale potential
which is ready for drill testing by Moydow.
The combination of attractive and relatively unexplored, early
stage exploration properties in Nigeria, together with the more
advanced prospects at Labola and Kalaka, positions Moydow as a
compelling regional West African exploration group with, in our
view, strong development and exploration potential."
Substantial Transaction
The sale of the Projects constitutes a substantial transaction
under AIM Rule 12. As at 30 September 2019, as a result of
Panthera's accounting policy of treating all exploration
expenditure as an expense, the reported net book value of
Panthera's interest in the Labola Option Agreement was GBP0 and the
net book value of the shares in Panthera Mali Resources SARL was
GBP0, against the gross consideration of US$3.35 million (GBP2.67
million).
As at 30 September 2019 the Company and its subsidiaries had
charged to expenses GBP74,951 in respect of the Labola Option
Agreement and GBP469,150 in respect of Panthera Mali Resources
SARL.
The cash proceeds of the disposal of US$350,000 (est.
GBP279,000) when received will be applied for general working
capital purposes.
As noted above, Panthera will be required to retain the
Consideration Shares until the earlier of 30 June 2022 or the date
6 months after any IPO of Moydow, unless Moydow agrees to the
contrary.
Enquiries
Panthera Resources PLC
Mark Bolton (Managing Director) +61 411 220 942
Nominated Advisor and Broker
+44 (0) 20 3440
RFC Ambrian 6800
Rob Adamson
Bhavesh Patel
Charlie Cryer
Qualified Person
The technical information contained in this disclosure has been
read and approved by Antony Truelove (BSc (Hon), MAusIMM, MAIG),
who is a qualified geologist and acts as the Competent Person under
the AIM Rules - Note for Mining and Oil & Gas Companies. Antony
Truelove is the COO of Panthera Resources PLC.
For more information visit www.pantheraresources.com
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Forward-looking Statements
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
**ENDS**
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGXGDRCGDDGGD
(END) Dow Jones Newswires
July 22, 2020 02:00 ET (06:00 GMT)
Panthera Resources (LSE:PAT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Panthera Resources (LSE:PAT)
Historical Stock Chart
From Jul 2023 to Jul 2024
