Austral Gold to Sell Pinguino to E2 Metals for US$~10M
2022年11月25日 - 09:00AM
JCN Newswire
Austral Gold Limited ("Austral") (ASX: AGD) (TSXV: AGLD) is
pleased to announce that it has entered into a Share Sale Agreement
(the "Agreement") with E2 Metals Limited ("E2") (ASX: E2M) and
Austral Gold Canada Limited ("Austral Canada"), a Canadian
subsidiary of Austral, pursuant to which Austral Canada has agreed
to sell 100% of the common shares of SCRN Properties Limited
("SCRN") to E2 (the "Transaction") for total consideration of
US$~10 million.
SCRN's main asset is the polymetallic Pinguino Project, located in
the Deseado Massif in the Santa Cruz Province of Argentina (please
refer to About Pinguino).
SCRN is a wholly owned Canadian subsidiary of Austral Canada. Under
the terms of the Agreement, E2 is to acquire SCRN for a combination
of cash, shares and options and, upon completion, Austral Canada
will become the largest individual shareholder of E2.
Austral Gold's Chief Executive Officer Stabro Kasaneva said: "We
firmly believe in the Pinguino project. This transaction with E2
Metals will enable us to share in the project's potential upside
and use the proceeds from the sale to fund our exploration
activities in Argentina and Chile. In addition, E2 Metals' flagship
Conserrat project is close to Pinguino and upon completion, we will
become the largest shareholder in an ASX-listed Company with a
sound shareholder base and strong position in the mining friendly
Argentine province of Santa Cruz. We will also retain our 51%
interest and option to acquire an additional 49% interest in the
Sierra Blanca project, which is adjacent to the Pinguino
project."
HIGHLIGHTS OF CONSIDERATION:
- CASH: US$5 million of which US$2.5 million is to be paid at
Closing and the remaining 50% in three annual instalments of:
-- US$0.75 million on the first anniversary of the Closing
date;
-- US$0.75 million on the second anniversary of the Closing date;
and
-- US$1 million on the third anniversary of the Closing date.
- SHARES: Issuance from treasury of such number of E2 shares as is
equivalent to 19.99% shareholding in E2 on a non-diluted basis, all
of which are to be held in escrow with 50% released on the first
anniversary of the Closing date and 50% released on the second
anniversary of the Closing date. The E2 share closing price on the
day prior to this announcement was A$0.13 valuing 19.99% of
Austral's pro-forma investment in E2 at A$6.5 million (US$4.4
million). The final valuation may change as it is dependent on the
share price of E2 at Completion.
- OPTIONS: Grant of 15 million options, each exercisable for one
ordinary share of E2 at an exercise price of 26 cents until the
third anniversary of the Closing date. The options can only be
exercised to the extent Austral will not exceed voting power in E2
of 19.99%. The value of the options was calculated at US$0.6
million using the Black Scholes model. The final valuation may
change as it is dependent on E2's share closing share prices for
three years prior to Closing.
- BOARD REPRESENTATION: Austral will have the right to appoint one
person to the E2 Board for as long as it holds at least nine
percent (9%) of E2's outstanding shares.
- ROYALTIES: Austral Canada will also retain its option to purchase
either all or half of the existing 2% net smelter return royalty on
the Pinguino project.
Completion of the Transaction remains subject to the satisfaction
(or waiver) of a number of conditions precedent, including, but not
limited to the following:
- approval by E2's shareholders at a Shareholder Meeting;
- obtaining all applicable regulatory approvals; and
- the absence of material adverse changes to E2 or SCRN
If all conditions precedent for completion of the Transaction are
satisfied or waived, the Transaction is expected to close during
February 2023 or, in some circumstances due to regulatory delay, 31
March 2023, (or such later date agreed by the parties).
E2 plans to fund the costs of the Transaction from its treasury and
from future financings, if required. The three annual deferred cash
payments will be secured by a share mortgage over 51% of SCRN's
common shares until the second cash installment is paid, at which
time the amount of SCRN shares covered by the share mortgage will
be reduced to 19%.
About the Pinguino Project
The Silver-Gold-Zinc-Lead-Indium Pinguino Project is an advanced
stage development project located in the south-central part of
Argentina; 300km southwest of the city of Comodoro Rivadavia and
220km northwest of Puerto San Julian. It is 30km from E2's
Conserrat project. In the last years, six mines were constructed in
the Santa Cruz Province, making it one of the most prominent
precious metal regions in the world, including world class deposits
such as Cerro Vanguardia and Cerro Negro. The Pinguino Project is
embedded in a vein field similar, but smaller to Cerro Vanguardia,
some 30km north-west along the same controlling structure as the
Pinguino deposit (225km strike length of veins vs 115 km strike
length of veins). The project has year-round access and is close to
major infrastructure.
About Austral Gold Limited
Austral Gold Limited is a gold and silver explorer and mining
producer whose strategy is to expand the life of its cash
generating assets in Chile, restart its Casposo-Manantiales mine
complex in Argentina and build a portfolio of quality assets in
Chile, the USA and Argentina organically through exploration and
via acquisitions and strategic partnerships. Austral owns a 100%
interest in the Guanaco/Amancaya mines in Chile and the
Casposo-Manantiales mine complex (currently on care and
maintenance) in Argentina, a non-controlling interest in the
Rawhide Mine in Nevada, USA and a non-controlling interest in
Ensign Gold which holds the Mercur project in Utah, USA.
In addition, Austral owns an attractive portfolio of exploration
projects in the Paleocene Belt in Chile (including those acquired
in the 2021 acquisition of Revelo Resources Corp), a noncontrolling
interest in Pampa Metals and a 51% interest in the Sierra Blanca
project in Santa Cruz, Argentina. Austral Gold Limited is listed on
the TSX Venture Exchange (TSXV: AGLD) and the Australian Securities
Exchange. (ASX: AGD). For more information, please consult
Austral's website at www.australgold.com.
About E2 Metals Limited
E2 Metals Limited is an Australian exploration company focused on
making new discoveries in the world class Santa Cruz gold and
silver province, southern Argentina. It explores for gold, silver,
and copper deposits. E2 Metals' key focus is the Santa Cruz
portfolio located in southern Argentina. Santa Cruz is one of the
preeminent mining provinces in South America and is host to
numerous intermediate and large producers such as Newmont,
AngloGold Ashanti and Pan American Silver. The portfolio comprises
90,000 hectares of titles, owned 80% through the Company's
ownership in the local entity Minera Los Domos SA. The titles are
within the Deseado Massif geological province and are prospective
for epithermal gold and silver deposits such as the world-class
Cerro Negro and Cerro Vanguardia mines.
Neither TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Release approved by the Chief Executive Officer of Austral Gold,
Stabro Kasaneva.
For additional information please contact:
Jose Bordogna
Chief Financial Officer
Austral Gold Limited
Jose.bordogna@australgold.com
+61 466 892 307
Ben Jarvis
Director
Austral Gold Limited
info@australgold.com
+61 413 150 448
Forward Looking Statements
Statements in this news release that are not historical facts are
forward-looking statements. Forward-looking statements are
statements that are not historical, and consist primarily of
projections - statements regarding future plans, expectations and
developments. Words such as "expects", "intends", "plans", "may",
"could", "potential", "should", "anticipates", "likely", "believes"
and words of similar import tend to identify forward-looking
statements. Forward-looking statements in this news release include
Austral Gold to sell the Pinguino project and become the largest
shareholder in E2 Metals for ~US$10M, final valuation of the
Transaction, conditions precedent including but not limited to the
following: approval by E2's shareholders at a Shareholder Meeting,
obtaining all applicable regulatory approvals, the absence of
material adverse changes to E2 or SCRN, the expected timeline to
close the Transaction, E2's plans to fund the costs of the
Transaction from its treasury and from future financings, if
required, the security to be provided for the deferred cash
payments, the Transaction will enable us to share in the potential
upside of Pinguino, and the proceeds from the sale will be used to
fund the Company's exploration activities in Argentina and
Chile.
All of these forward-looking statements are subject to a variety of
known and unknown risks, uncertainties and other factors that could
cause actual events or results to differ from those expressed or
implied, including, without limitation, business integration risks;
uncertainty of production, uncertainty of exploration programs,
development plans and cost estimates, commodity price fluctuations;
political or economic instability and regulatory changes; currency
fluctuations, the state of the capital markets especially in light
of the effects of the novel coronavirus,, uncertainty in the
measurement of mineral reserves and resource estimates, Austral's
ability to attract and retain qualified personnel and management,
potential labour unrest, reclamation and closure requirements for
mineral properties; unpredictable risks and hazards related to the
development and operation of a mine or mineral property that are
beyond the Company's control, the availability of capital to fund
all of the Company's projects, and other risks and uncertainties
identified under the heading "Risk Factors" in the Company's
continuous disclosure documents filed on the ASX and on SEDAR. You
are cautioned that the foregoing list is not exhaustive of all
factors and assumptions which may have been used. Austral cannot
assure you that actual events, performance or results will be
consistent with these forward-looking statements, and management's
assumptions may prove to be incorrect. Austral's forward-looking
statements reflect current expectations regarding future events and
operating performance and speak only as of the date hereof and
Austral does not assume any obligation to update forward-looking
statements if circumstances or management's beliefs, expectations
or opinions should change other than as required by applicable law.
For the reasons set forth above, you should not place undue
reliance on forward-looking statements.
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