Belararox To Settle Acquisition Of TMT Project In Argentina

Belararox Ltd (ASX: BRX) (Belararox or the Company) is pleased to announce that it will shortly complete settlement under the Binding Agreement to acquire all the shares in Fomo Ventures No 1 Pty Ltd the owner of the highly prospective TMT Project in the prolific San Juan province of Argentina. (See ASX release dated 23 March 2023 for details of the Acquisition).

Acquisition Highlights

• Acquisition documents executed and all conditions precedent under the binding agreement fulfilled including registration and confirmation of good standing of all 14 TMT Project tenements.
• Completion of technical, financial, corporate and legal due diligence.
• Registration secured for Fomo Ventures No 1 to operate in Argentina.
• BRX Board approval granted for the issue of securities to the Vendors.
• Renowned geologist Jason Ward will remain in charge of exploration programmes in Argentina.
• Prominent exploration geologist Dr Steve Garwin has been engaged to process, interpret and report on Sentinel-2 & Aster Geophysical Imagery.
• Acquisition enables BRX to immediately pursue intensive exploration activities on highly prospective zinc and copper porphyry tenements.

Following shareholder approval at a general meeting of shareholders held on 27 April 2023, (see ASX release dated 27 April 2023) and upon Settlement, the Company will acquire all the shares in Fomo Ventures No 1 Pty Ltd (Fomo) an unlisted Australian company registered to operate in Argentina.

Fomo’s wholly owned Argentinian subsidiary company GWK Minerals SA is the registered holder of all 14 tenements that comprise the highly prospective TMT Project located in the prolific San Juan province of Argentina.

Consideration

In consideration for the Acquisition, BRX will issue to the Vendors -

• 2,500,000 fully paid ordinary shares in the capital of BRX (Consideration Shares), subject to a 12 month voluntary escrow period applicable from the date of issue of the Consideration Shares;
  
• 1,000,000 options (ASX: BRXO) with an exercise price of $0.95 and expiring on 6 June 2024 (Consideration Options),
• 10,500,000 Performance Shares (Performance Shares) as follows:
  • 2,500,000 Stage 1 Performance Shares upon achieving a drilling intersection of at least 30m @ 1.0% ZnEq.
  • 4,000,000 Stage 2 Performance Shares upon achieving a JORC compliant Inferred Resource of at least 25Mt =or > 1% ZnEq @0.80% ZnEq Cut off.
  • 4,000,000 Stage 3 Performance Shares upon achieving a JORC compliant Inferred Resource of at least 50Mt =or > 0.5% CuAuEq @0.30% CuAuEq Cut off.

Royalty Deeds

In addition, BRX will grant to the Vendors, or their respective nominees, a 1.0% net smelter royalty (NSR) in respect of each of the Tenements together with an option for BRX to buy back 50% of the NSR for US$2,000,000 and to buy back the remaining 50% of the NSR for a further payment of US$5,000,000 (Royalty Consideration),

Services Agreement

Under the Services Agreement with Condor Prospecting Pty Ltd (Condor), BRX will issue to Condor or its nominees 3,004,000 fully paid ordinary shares escrowed until 30 June 2024 in lieu of services to be provided by Condor,

Fomo Option Agreements

The Company will assume Fomo’s obligations under two option agreements relating to the acquisition of the TMT Project.

Belararox’s Managing Director, Arvind Misra, commented:

“We are delighted to finalise the acquisition of Fomo Ventures No 1 Pty Ltd together with its rights to the exciting TMT Project in Argentina.

The Acquisition enables BRX to pursue exploration activities in a highly prospective region in Argentina in partnership with an experienced and highly regarded team led by Jason Ward, a renowned geologist.”

Click here for the full ASX Release

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