GTI To Divest Niagara Gold Project Via Spin Out IPO

GTI Resources Ltd (GTI or Company) is pleased to advise the execution of a binding Tenement Sale & Purchase Agreement with Regener8 Resources NL (ACN 655 560 740) (Regener8), whereby GTI has conditionally agreed to sell its 100% interest in certain Western Australian (WA) tenements, comprising its Niagara Gold Prospects near Kookynie (Niagara Gold Project), to Regener8 (Proposed Transaction).

Highlights:

• GTI has executed a binding Tenement Sale & Purchase Agreement for the sale of its Niagara Gold Project near Kookynie in the eastern goldfields of WA
• Divestment of the gold assets will enable GTI to focus on its highly prospective uranium assets in the USA
• The purchaser, Regener8 Resources NL (R8R), intends to undertake an IPO to raise a minimum of $4.5m and a maximum of $5.5m (before costs) at a share price of 20 cents per share to facilitate admission to ASX and investment in exploration at the Niagara Gold Project
• GTI to receive 5m ordinary R8R shares, 1.5m performance rights and $150,000 cash upon R8R listing on the ASX (total potential value of $1.45m @ IPO)
• The Regener8 IPO includes a $2m priority offer to GTI shareholders
• The proposed divestment and Regener8’s listing will create a project‐specific explorer with requisite funding and resources to develop the Niagara Gold Project
• GTI to maintain exposure to the Niagara Gold Project through its Regener8 shareholding and board representation

The sale of the Niagara Gold Project is subject to a number of conditions precedent, including the parties obtaining all shareholder and regulatory approvals to give effect to the Proposed Transaction (including ASX finding the structure of Regenger8 to be acceptable) and Regener8 receiving conditional approval from ASX regarding its admissions to the official list of the ASX. A summary of the material terms and conditions of the binding Tenement Sale & Purchase Agreement is set out in Annexure A.

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