Redstone Resources' (ASX:RDS) strategic exploration of copper and other base metals in Western Australia's West Musgrave region, coupled with its lithium acquisition in Canada, positions the company to potentially capitalize on the growing global demand for battery metals, leveraging its 100 percent ownership of its West Musgrave project and proximity to significant existing deposits.
Australia is supporting this growth in demand through its mining-friendly, tier-1 jurisdictions. The country is a world leader in producing and exporting a plethora of metals and minerals, including iron, copper, lithium, nickel, bauxite and gold. Australia produces significant amounts of 19 in- demand minerals from more than 350 operating mines. The Musgrave Province contains a Mesoproterozoic crystalline basement terrain that reaches across the shared borders of Western Australia, the Northern Territory and South Australia. The terrain has significant deposits of several essential metals, including nickel, platinum group elements (PGEs), copper, gold, lead, zinc, chromite, and rare earth elements (REEs). Yet, much of Musgrave remains underexplored, especially for the base metals the world now needs.
Redstone Resources (ASX:RDS) is a base and precious metals exploration company, exploring its 100-percent-owned, highly prospective West Musgrave Project, which includes the Tollu Copper deposit, located in the West Musgrave Province of Western Australia. The company’s West Musgrave Project is located proximal to BHP’s world-class Nebo-Babel nickel-copper- PGE sulphide deposit and Succoth copper (nickel, palladium) deposit, and Nico Resources’ Wingellina nickel-cobalt project.
Redstone also has other pending tenement applications prospective for base metals in the same region. The company is led by a management team with expertise in geology and mineral exploration, business development and corporate law, creating confidence in the team’s ability to capitalize on its assets.
The unique Musgrave terrain has already drawn the interest of notable miners, such as BHP. BHP has progressed with the development of its Nebo-Babel nickel-copper-PGE sulphide deposit, following grant of final regulatory approval to begin construction of the Nebo-Babel mine. The Nebo-Babel nickel-copper-PGE sulphide deposit has been estimated to have a resource of 390 million tonnes grading 0.33 percent copper and 0.30 percent nickel, for 1.2 million tonnes of contained nickel metal and 1.3 million tonnes of contained copper metal (Mea + Ind + Inf – 2012 JORC). Other discoveries and deposits in the area, such as the Wingellina nickel-cobalt deposit, indicate the potential of the West Musgrave region to become a significant base metal jurisdiction.
Redstone’s flagship, 100-percent-owned West Musgrave Project is situated between these two deposits — approximately 40 kilometres east of BHP’s Nebo Babel nickel-copper-PGE deposit and 50 kilometres west-southwest of Nico Resources’ Wingellina nickel-cobalt deposit.
Redstone’s West Musgrave Project is highly prospective yet largely underexplored. The asset has the right geological and structural setting for large magmatic nickel-copper sulphide deposits, volcanic-hosted massive sulphide (VHMS) deposits and other large intrusive related hydrothermal systems.
Location of Redstone’s West Musgrave Project, which includes the Tollu copper deposit, in relation to the world-class Nebo-Babel Ni-Cu-PGE deposit.
The 100-percent-owned Tollu copper vein deposit, located within the West Musgrave project, has a JORC-compliant indicated and inferred resource estimate of 3.8 million tonnes grading 1 percent copper, for 38,000 tonnes of contained copper with a cut-off of 0.2 percent. There is also a current estimated conceptual exploration target*, suggesting a potential for up to 627,000
tonnes of copper at Tollu. (*conceptual exploration target ranges from 31 to 47 million tonnes of mineralization at 0.8 to 1.3 percent copper, containing 259,000 to 627,000 tonnes copper.)
Outside Australia, Redstone Resources is an emerging battery metals explorer and has been building its portfolio of lithium and other critical mineral assets in Canada.
Redstone Resources also recently entered into a 50/50 joint venture agreement with Galan Lithium (ASX:GLN), aqcuiring 100 percent of the highly prospective suite of lithium projects that include the Camaro, Taiga and Hellcat Projects located in the prolific James Bay Lithium District in Quebec, host to several advanced lithium projects and new lithium discoveries in Canada including:
Patriot’s CV8 pegmatite discovery is located only 1.4 km north of the Taiga Project and the newly discovered CV13 pegmatite cluster is located 1.5 km north of the Camaro Project
Redstone will be the manager of the joint venture which covers 5,187 hectares of tenure.
An experienced management team leads Redstone with decades of experience in the mineral resources sector, with expertise in mineral exploration, mining operations and corporate finance.
The West Musgrave Projectcovers 237 square kilometres of highly prospective yet underexplored terrain. The asset is 40 kilometres east of the world-class Nebo-Babel nickel- copper-PGE sulphide deposit owned by BHP, and contains suitable geological structure and settings for nickel-copper deposits. Redstone plans to continue the exploration of the asset to follow up on recent drilling and exploration results which identified numerous prospective targets.
Significantly, recent drilling some 7.5 km northeast of the Tollu Copper Vein deposit has confirmed for the first time the presence of mafic-ultramafic intrusions on the project, which are potential host and/or source rocks for nickel-copper-PGE ± cobalt mineralisation. This confirmation is significant for Redstone especially considering the western boundary of the project area is only 40 kms east of the BHP-owned world-class Nebo Babel nickel-copper-cobalt-PGE deposit and may also be a potential explanation for a source of the high grade copper at Tollu.
Redstone’s Tollu Copper Vein deposit is located within the broader West Musgrave Project and has already produced promising drilling results. Tollu hosts a giant swarm of hydrothermal copper-rich veins in a mineralized system covering an area of at least 5 square kilometres.
Copper mineralization is exposed at the surface and forms part of a dilation system within and between two major shears.
Redstone has defined a JORC 2012 resource estimate for Tollu of 3.8 million tonnesgrading 1 percent copper, for 38,000 tonnes of contained copper and 0.01 percent cobalt, which equates to 535 tonnes of contained cobalt. However, the company considers that this estimate may be far greater with further drilling.
Drilling results from Redstone Resources’ most recent exploration program continue to deliver outstanding copper results for the Chatsworth and Forio prospects at the Tollu Copper Vein deposit.
At Chatsworth, recent RC drill hole TLC205 intersected 11 metres at 1.2 percent copper from only 29 metres downhole, extending the previously intersected high‐grade copper lens a further 20 metres towards the surface.
Together with previous drilling, TLC205 has shown that the targeted high grade copper lens at Chatsworth is up to 26 metres thick (downhole), has a copper grade always over 1 percent copper and extends over 140 metres vertical from TLC205 to its deepest intersection to date in TLC188 at 174 metres-184 metres downhole. No drilling has been tested beneath the intersection in TLC188 and so this significant, up to 26 metre thick (downhole) vertically long high-grade copper lens remains open at depth.
Previous significant intersections at Chatsworth also include:
E-W Cross-section of high grade copper lens at Chatsworth Prospect, Tollu Copper Deposit. Recent intersection in RC drill hole TLC205 is shown along with intersections from 2021 drilling in TLC188 and TLC189 as well as intersections in historical drilling, RC drill holes TLC033 and TLC034
Recent drilling has also delivered further high-grade intersections at Forio, including the highest Cu grade ever intersected with 1 m at 18.5 percent copper from 18 m downhole in RC drill hole TLC203.
Drilling completed at Forio in late 2022 RC drilling campaign at Tollu were aimed at testing the continuity along strike of a zone of high grade copper lenses at Forio identified in previous drilling.
The high grade Cu intersections at Forio include:
The significant drilling intersections of high‐ grade copper mineralisation at both the Chatsworth and Forio Prospects (dating back to 2017) at Tollu are yet to be included in the existing JORC 2012 Tollu resource estimate.
Redstone and Galan 50/50 Joint Venture
The Redstone and Galan 50/50 JV recently acquired the James Bay Lithium Projects, namely three high quality projects consisting of Taiga, Camaro and Hellcat Projects (TCH). The projects cover 3,850 hectares and are adjacent to Patriot Battery Metals’ (TSXV:PMET) Corvette Lithium discovery in James Bay. PMET’s CV8 pegmatite is one of the finest new hard rock lithium discoveries, with grab samples averaging 4.6 percent lithium oxide Li2O, and is located only 1.4 kilometres north of the Taiga Project. PMET’s newly-discovered CV13 pegmatite cluster is located 1.5 kilometres north of the Camaro Project.
The Taiga and Camaro are situated in the Meso-Archean to Paleoproterozoic La Grande Subprovince of the Superior Province underlain by the Poste Le Moyne and Langelier plutons, respectively. The Camaro project is hosted in the Semonville Pluton with local windows of the Rouget Formation metabasalt. Properties are hosted in hornblende biotite diorite, quartz-rich diorite, biotite hornblende tonalite, granodiorite, granite, conglomerate, wacke, and amphibolite. The Hellcat Project hosts Vieux Comptoir Granitic suite believed to be the source of the spodumene-bearing pegmatite dykes found within the region. The primary greenstone within the project is amphibolites of the rouget greenstone belt, a similar age to the Grupe de Guyer greenstone belt, located within Patriot Battery Metals Corvette discovery.
Previous initial exploration on the James Bay Lithium Projects completed by Axiom Exploration identified 28 prospective pegmatite dykes.
Richard Homsany is executive vice-president of Mega Uranium, a Toronto Stock Exchange listed company and executive chairman of Toro Energy Limited, an ASX-listed uranium company. He is also the non-executive chairman of Galan Lithium and the Health Insurance Fund of Australia Limited.
Prior to this Homsany was a corporate and commercial advisory partner with one of Australia’s leading law firms. He is currently the principal of Cardinals Lawyers and Consultants and has been admitted as a solicitor for over 20 years. Homsany has extensive experience in corporate law, including advising public resources and energy companies on corporate governance, finance, capital raisings, takeovers, mergers, acquisitions, joint ventures and divestments.
He also has significant board experience with publicly listed resource companies and in the resources industry. He has also worked for an ASX top 50-listed internationally diversified resources company in operations, risk management and corporate.
Homsany is a certified practicing accountant and is a fellow of the Financial Services Institute of Australasia (FINSIA). He has a commerce degree and honors degree in law from the University of Western Australia and a graduate diploma in finance and investment from FINSIA.
Edward van Heemst is a prominent Perth businessman with over 40 years of experience in managing a diverse range of activities with large private companies.
He is the managing director of Vanguard Press and was previously the long-time chairman of Perth Racing (1997 to 2016). He was also appointed as non-executive chairman of NTM Gold, an ASX-listed company from July 2019 to March 2021.
Van Heemst holds a bachelor of commerce degree from the University of Melbourne, an MBA from the University of Western Australia and is a member of the Institute of Chartered Accountants Australia.
He has extensive knowledge of capital markets and established mining industry networks.
Brett Hodgins has over 20 years of professional experience in the resources sector primarily focused on exploration and mining operations. He began his career as a geologist with Robe River Mining and Rio Tinto Iron Ore. During that time he was involved with the commissioning and development of the West Angelas and Hope Downs operations. Hodgins' recent roles include general manager project development for Iron Ore Holdings and he is president/CEO of Central Iron Ore Ltd, a TSXV-listed company gold and iron ore explorer. He brings a wide range of experience in exploration, feasibility studies, operations, and has a broad knowledge of the resource sector.
Hodgins has completed a bachelor of science degree with honors in geology from Newcastle University, diploma of management and a graduate diploma in finance and investment from FINSIA.
Dr. Greg Shirtliff has over 20 years of experience in industry-related geology and geochemistry, including a PhD in mine-related geology from the Australian National University. Since his studies, Shirtliff has spent over 17 years in various roles in the mining and exploration industry ranging from environmental, mine geology, resource development, exploration and management roles, exploration and technical projects inclusive of engineering and metallurgical. His roles have included several years at ERA-Rio Tinto’s Ranger Uranium Mine, as the senior geoscientist for Cameco Australasia and more recently as the lead geologist and technical manager for Toro Energy Ltd, an ASX-listed uranium development company in Australia where he is the exploration and technical lead responsible for increasing the viability of the company’s uranium and mineral resources, developing and directing the company’s uranium and non- uranium exploration strategy, aiding the company technically through EPA approval for a uranium, and guiding the engineering and metallurgical through to scoping level economic assessment.
Shirtliff has had recent exploration success at Toro Energy, discovering multiple zones of massive nickel sulphide mineralization along the Dusty Komatiite, arguably the first massive nickel sulphide mineralization discovered in the Yandal Greenstone Belt in Western Australia. Shirtliff holds directorships on privately owned consultancy and prospecting companies.
Shirtliff is a long-standing member of the Australian Institute of Mining and Metallurgy and the internationally recognized Society of Economic Geologists.
Formal Commencement of International Arbitration Proceedings for Significant Damages Claim
Sarama Resources Ltd. ("Sarama" or the "Company") (TSX-V:SWA)(ASX:SRR) announces that it has formally commenced arbitration proceedings against the State of Burkina Faso in relation to a dispute concerning the expropriation of the Company's Sanutura Project (refer to news release dated 5 September 2023
The Company will seek full compensation for the loss and damages the Company has suffered as a result of certain acts and omissions by the Government of Burkina Faso. Based on a preliminary estimate, the Company will be seeking damages of no less than A$180 million and as the arbitration proceeds, the Company expects to appoint a quantum expert who will prepare a professional damages assessment for review by the arbitration tribunal.
Following the establishment of a non-recourse litigation funding facility of A$6.7M (refer to news release dated 24 October 2024), the Company has submitted a Request for Arbitration ("RFA") to the International Centre for Investment Disputes ("ICSID"), a division of the World Bank Group. The submission of the RFA setting out the preliminary details of the case and addressing certain procedural matters marks the formal commencement of the arbitration process.
The Company's arbitration claim will be pursued according to the established and enforceable legal framework of ICSID which has heard numerous investor-state disputes, including recent proceedings brought by Indiana Resources (IDA:ASX) and GreenX Metals (ASX:GRX) which resulted in awards in favour of the claimants of A$180M and A$490M respectively.
The submission of the RFA follows the prior issuance of a Notice of Intent to Submit Claims to Arbitration to the Government of Burkina Faso (refer to news release dated 30 November 2024) which initiated a 60-day consultation period between the parties to amicably resolve the dispute. Despite the Company's best efforts, the Government of Burkina Faso neglected to respond and no settlement was reached, leaving Sarama with no alternative but to initiate international arbitration proceedings.
The Company has engaged Boies Schiller Flexner (UK) LLP ("BSF"), a leading international law firm, to assist with legal matters pertaining to the dispute (refer to news release dated 17 October 2023). BSF is an internationally recognised dispute resolution law firm with extensive experience representing investors in international investment arbitrations in the mining and natural resources sectors worldwide.
For further information, please contact:
Andrew Dinning
Sarama Resources Ltd
e: info@saramaresources.com
t: +61 8 9363 7600
CAUTION REGARDING FORWARD LOOKING INFORMATION
Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information includes, but is not limited to, the quantum and pursuit of compensation for the loss and damages; the intention to appoint a quantum expert and preparation of a professional damages assessment; and the pursuit and outcome of the arbitration claim. Actual results may vary from the forward-looking information due to known and unknown risks, uncertainties and other factors. Such factors include, among others, foreign country and political risks, including risks relating to foreign operations and expropriation or nationalization of mining operations; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information.
Sarama does not undertake to update any forward-looking information, except as required by applicable laws.
This announcement has been authorised by the Board of Sarama Resources.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Sarama Resources Ltd.
News Provided by ACCESSWIRE via QuoteMedia
Majority Ownership of Underexplored, Belt-Scale Gold Project in Western Australia
Sarama Resources Ltd. ("Sarama" or the "Company") (ASX:SRR)(TSXV:SWA) is pleased to advise that it has completed the acquisition of a majority interest(1) in the Cosmo Gold Project (the "Project") in Western Australia. This follows satisfaction of all outstanding conditions precedent and receipt of final securities exchange approval
The 580km² Cosmo Gold Project(2)covers the entirety of the Cosmo-Newbery Greenstone Belt and is located approximately 85km north-east of Laverton in a region known for its prolific gold endowment (refer Figure 1). As one of the last effectively unexplored greenstone belts in Western Australia, the Project presents a unique and compelling opportunity for the Company.
Highlights
Sarama's President, CEO & MD, Andrew Dinning commented:
"We are very pleased to have completed the acquisition and gained control of the Cosmo Gold Project which we view as a compelling greenfields exploration opportunity in Western Australia's Eastern Goldfields. The Project has excellent access and importantly scale, favorable lithological and structural settings and historical high-grade workings dating back to the 1890's. Sarama has already commenced a broad-scale, systematic exploration program and looks forward to working up the Project's first drill targets. We would also like to acknowledge the work done on the Project by Cosmo Gold Ltd and look forward to the ongoing support of the Traditional Owners for Sarama's planned endeavors."
Cosmo Newbery Project
The Project is comprised of 7 contiguous exploration tenements covering approximately 580km² in the Eastern Goldfields of Western Australia, approximately 85km north-east of Laverton and 95km west of the world-class Gruyere Gold Mine. The Project is readily accessible via the Great Central Road which services the Cosmo Newbery Community.
The Project captures one of the last unexplored greenstone belts in Western Australia and with a strike length of +50km, the Cosmo Newbery Belt represents a large and prospective system with gold first being discovered in the area in the 1890's. Multiple historical gold workings are documented within the Project area and work undertaken to date has identified multiple exploration targets for follow up.
Despite this significant prospectivity, the Project has seen virtually no modern explorationor drilling of merit due to a lack of land access persisting over a significant period. As a result, the Project has not benefited from the evolution of geochemical and geophysical techniques which now facilitate effective exploration in deeply weathered and complex regolith settings which is particularly pertinent given approximately 75% of the Project area is under cover.
Following the relatively recent securing of land access, the Project is now available for systematic and modern-day exploration programs to be conducted on a broad-scale. It is anticipated that future exploration programs will initially follow-up preliminary targets generated from regional soil sampling and limited reconnaissance drilling programs, a majority of which extended to approximately 5m below surface with a small percentage extending up to 30m below surface.
Transaction & Joint Venture Summary
Pursuant to the binding Asset Sale and Purchase Agreement executed by Sarama and a 100%-owned subsidiary with Cosmo Gold Limited ("Cosmo") and Adelong Gold Limited ("Adelong"), Sarama has acquired an initial 80% of Cosmo's interest in the Project (the "Transaction").
An unincorporated joint venture has been formed between Sarama (via its subsidiary) and Cosmo on industry-standard terms to advance exploration on the Project, with the initial participating interests being 80% Sarama and 20% Cosmo. The joint venture structure will ensure continuity of exploration and Traditional Owner relationships and provide for transfer of technical knowledge for the benefit of the Project. Under the terms of the joint venture, Sarama has been appointed as operator and will assume sole responsibility for funding all activities on the Project up to the point of a ‘Decision to Mine' being made. Within a 2-year period following completion of the Transaction, Sarama has, subject to the prior approval of TSX Venture Exchange ("TSX-V"), the right to acquire the remainder of Cosmo's interest in the Project for consideration of A$1,250,000, payable in cash or shares at Sarama's election. In the event the right is not exercised, the parties will continue under the established joint venture relationship. Upon a ‘Decision to Mine' being made, the parties will be required to contribute to joint venture costs in proportion to their participating interests. In the event a party does not contribute its share of proportional joint venture costs, the participating interest of that party shall be diluted according to an industry standard formula and if a party's interest is diluted to 10% or less, that party's interest shall be automatically converted to a 0.5% net smelter return royalty and the non-diluting party shall have a 100% interest.
The following information is provided for exchange compliance purposes:
The Asset Sale & Purchase Agreement in relation to Sarama, via a 100%-owned subsidiary, acquiring an interest in the Project is dated 12 August 2024, was fully executed 13 August 2024 and disseminated on TSX-V newswire services on 13 August 2024 and on the Australian Securities Exchange ("ASX") platform on 14 August 2024. The Transaction is being conducted at arm's length and no Finders' Fees are payable.
In consideration for Sarama, via a 100%-owned subsidiary, acquiring an initial 80% interest of Cosmo's interest in the Project, Sarama has made the following payments:
Cash consideration payment of A$100,000 to Cosmo;
Issuance to Adelong, as directed by Cosmo, of 25,000,000 Chess Depository Instruments ("CDIs") in Sarama and 7,500,000 options (exercisable at A$0.05/option for a period of 2-years after issue and converting to Sarama CDIs at a rate of 1:1) to settle and fully release Cosmo from indebtedness to Adelong;
Cash payments for project-related expenses of: approximately A$76,000 to various governmental agencies in connection with mineral tenure fees; approximately A$139,000 to various mining services suppliers in connection with soil geochemistry works; and approximately A$112,000 to Native Title groups in connection with land access agreement fees.
Sarama advises it has issued news releases in relation to the acquisition of an interest in the Project on the following dates:
5 November 2024
14 October 2024
25 September 2024
13 August 2024
16 July 2024
17 June 2024
For further information, please contact:
Andrew Dinning or Paul Schmiede
Sarama Resources Ltd
e: info@saramaresources.com
t: +61 8 9363 7600
FOOTNOTES
Sarama, via its 100%-owned subsidiary, has acquired from Cosmo an 80% interest in all the Project's Exploration Licences, with the exception of E38/2274 for which Sarama has acquired an effective 60% interest (with Cosmo retaining a 15% interest and an existing joint tenement holder retaining a 25% interest). The tenements in which Sarama has acquired an 80% interest account for approximately 80% of the total area of the Project. For a period of 2-years following completion of the Transaction, Sarama has the right to acquire Cosmo's remaining 20% interest, which would result in Sarama having an aggregate 100% interest, in all the Project's Exploration Licences (with the exception of Exploration Licence E38/2274 which would be held 75% by Sarama and 25% by an existing joint tenement holder in the event that Sarama exercises the option to acquire Cosmo's remaining interest in the Project).
The Project is comprised of the following contiguous Exploration Licences: E38/2851, E38/3456, E38/2627, E38/2274, E38/3525, E38/3249 and E38/2774 covering approximately 580km². Prior to completion of the Transaction, Cosmo had a 100% interest in all the Project's Exploration Licences with the exception of E38/2274 for which Cosmo held a 75% interest.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information includes, but is not limited to, statements regarding the prospectivity of the Cosmo Gold Project, information with respect to Sarama having or acquiring mineral interests in areas which are considered highly prospective for gold and other commodities and which remain underexplored, costs and timing of future exploration, the potential for exploration discoveries and generation of targets, the intention to gain the best commercial outcome for shareholders of the Company, timing and receipt of approvals, consents and permits under applicable legislation and the completion of a transaction to acquire Cosmo's residual interest in the Cosmo Gold Project. Actual results, performance or achievements of the Company may vary from the results suggested by such forward-looking statements due to known and unknown risks, uncertainties and other factors. Such factors include, among others, that the business of exploration for gold and other precious minerals involves a high degree of risk and is highly speculative in nature; Mineral Resources are not mineral reserves, they do not have demonstrated economic viability, and there is no certainty that they can be upgraded to mineral reserves through continued exploration; few properties that are explored are ultimately developed into producing mines; geological factors; the actual results of current and future exploration; changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents.
There can be no assurance that any mineralisation that is discovered will be proven to be economic, or that future required regulatory licensing or approvals will be obtained. However, the Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Assumptions have been made regarding, among other things, the Company's ability to carry on its exploration activities, the sufficiency of funding, the timely receipt of required approvals, the price of gold and other precious metals, that the Company will not be affected by adverse political and security-related events, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain further financing as and when required and on reasonable terms. Readers should not place undue reliance on forward-looking information. Sarama does not undertake to update any forward-looking information, except as required by applicable laws.
QUALIFIED PERSON'S STATEMENT
Scientific or technical information in this disclosure that relates to exploration is based on information compiled or approved by Paul Schmiede. Paul Schmiede is an employee of Sarama Resources Ltd and is a Fellow in good standing of the Australasian Institute of Mining and Metallurgy. Paul Schmiede has sufficient experience which is relevant to the commodity, style of mineralisation under consideration and activity which he is undertaking to qualify as a Qualified Person under National Instrument 43-101. Paul Schmiede consents to the inclusion in this news release of the information in the form and context in which it appears.
This announcement has been authorised by the Board of Sarama Resources.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE:Sarama Resources Ltd.
News Provided by ACCESSWIRE via QuoteMedia
Sarama Resources Ltd. ("Sarama" or the "Company") (ASX:SRR)(TSX-V:SWA) is pleased to report that on 29 November 2024, it closed Tranche 1 of its previously announced A$2m equity placement (the "Placement") (refer to Sarama's news release dated 21 November 2024
Tranche 1 of the Placement raised aggregate gross proceeds of A$2,000,000 with the Company issuing 66,666,666 Chess Depository Instruments ("CDIs") at an issue price of A$0.03 per CDI. Each new CDI issued under the Placement will rank equally with existing CDIs on issue and each CDI will represent a beneficial interest in one common share of the Company. Tranche 2 of the Placement will consist of 16,666,666 free attaching unlisted options (each a "Placement Option") and 14,000,000 broker options (each a "Broker Option" and together with the Placement Options, the "Options"), with each Option exercisable at A$0.09 and expiring on 30 November 2028. The issuance of the Options is subject to shareholder approval at a general meeting expected to be held in late January/early February 2025. No funds will be received from Tranche 2.
The Placement was issued to institutional and other sophisticated and professional investors pursuant to the shareholder approval obtained at Sarama's annual general meeting held on 11 September 2024.
Funds raised from the Placement will be used for exploration activities, general working capital purposes and for general and administration costs. None of the proceeds from the Placement will be used for payments to non-arm's length parties or persons conducting investor relations activities. A management corporate fee and broker commission of A$120,000 was paid to Ventnor Capital Pty Ltd in connection with the closing of Tranche 1 of the Placement.
Proceeds from the Placement will not be used to fund fees and expenses related to the Company's damages claim in respect of an investment dispute with Burkina Faso, which is subject to arbitration proceedings. These costs are fully funded via a A$6.7m non-recourse loan facility (refer to Sarama's news release dated 24 October 2024).
The Placement remains subject to the final approval of the TSX Venture Exchange ("TSXV"). The CDIs issued under Tranche 1 of the Placement were not subject to any TSXV hold periods as all subscribers under Tranche 1 of the Placement were located outside of Canada.
Members of Sarama's Board and Management did not subscribe for any CDIs in the Placement; however, concurrent with the Placement and subject to exchange and shareholder approval, the Company's executives and non-executive directors intend to receive a portion of their deferred salaries and director fees, in an aggregate amount of approximately A$394,000, in CDIs of the Company (the "Compensation Securities"). In September 2023, the Company's executives and non-executive directors agreed to suspend the payment of salaries and fees to ensure the Company had sufficient financial resources to work through the period of uncertainty created by the illegal withdrawal of the Company's rights to the Tankoro 2 exploration permit in Burkina Faso in August 2023. The Company intends to issue the Compensation Securities at the same price as the Placement (however, attaching options will no longer be included).
The Placement Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Securities within the United States or to, or for the account or benefit of, U.S. Persons (as defined under Regulation S under the U.S. Securities Act), nor shall there be any sale of these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Notice under section 708A(S)(e) of the Corporations Act 2001 (Cth)
The Corporations Act 2001 (Cth) ("Corporations Act") restricts the offer for sale of securities without a disclosure document unless the relevant sale satisfies an exemption set out in section 708 or section 708A of the Corporations Act. ASIC Class Order [CO 14/827] ("Class Order") provides relief so that an offer of CDIs over underlying foreign securities is regulated as an offer of securities under the Corporations Act. The Company seeks to rely on an exemption in section 708A of the Corporations Act (as modified by the Class Order) with respect to any sale of the CDIs.
As required by section 708A(5)(e) of the Corporations Act as modified by the Class Order, the Company gives notice that:
1. The CDIs were issued without disclosure to investors under Part 60.2 of the Corporations Act. a) the provisions of section 601CK of the Corporations Act as they apply to the Company; and 3. As at the date of this notice, there is no information, for the purposes of section 708A(7) and 708A(8): a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or |
Where applicable, references in this notice to sections of the Corporations Act are to those sections as modified by the Class Order.
This announcement was authorised by the Board of Sarama.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Company Activities
Andrew Dinning
Sarama Resources Ltd
e: info@saramaresources.com
t: +61 8 9363 7600
CAUTION REGARDING FORWARD LOOKING INFORMATION
Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information includes, but is not limited to, statements regarding the timing for closing tranche 2 of the Placement, the intended use of proceeds from the Placement, the intention to hold a general meeting and receiving the approval of the TSXV. Actual results, performance or achievements of the Company may vary from the results suggested by such forward-looking statements due to known and unknown risks, uncertainties, and other factors. Such factors include, among others, that the business of exploration for gold and other precious minerals involves a high degree of risk and is highly speculative in nature; mineral resources are not mineral reserves, they do not have demonstrated economic viability, and there is no certainty that they can be upgraded to mineral reserves through continued exploration; few properties that are explored are ultimately developed into producing mines; geological factors; the actual results of current and future exploration; changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents.
There can be no assurance that any mineralisation that is discovered will be proven to be economic, or that future required regulatory licensing or approvals will be obtained. However, the Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Assumptions have been made regarding, among other things, the Company's ability to carry on its exploration activities, the sufficiency of funding, the timely receipt of required approvals, the price of gold and other precious metals, that the Company will not be affected by adverse political and security-related events, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain further financing as and when required and on reasonable terms. Readers should not place undue reliance on forward-looking information.
Sarama does not undertake to update any forward-looking information, except as required by applicable laws.
SOURCE:Sarama Resources Ltd.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Sarama Resources Ltd. ("Sarama" or the "Company") (ASX:SRR)(TSXV:SWA) is pleased to announce it has received binding commitments to undertake a A$2 million (before costs) equity placement (the "Placement
Funds raised will be used to undertake exploration activities, general administration and for general working capital purposes. The Placement was well supported by existing shareholders and professional and sophisticated investors.
The Placement will comprise the issue of up to 66,666,666 Chess Depository Interests ("CDIs") at an issue price of A$0.03 per CDI to raise gross proceeds of up to A$2 million. The issue price represents a ~15% discount to Sarama's 10-day VWAP and a 21% discount to the last traded CDI price on the Australian Securities Exchange ("ASX") on Monday, 18 November 2024 of A$0.038 and a ~24% discount to Sarama's 10-day VWAP and a 7% discount to the last traded share price on the TSX Venture Exchange ("TSXV") on Friday, 15 November 2024 of C$0.03. Each new CDI issued under the Placement will rank equally with existing CDIs on issue and each CDI will represent a beneficial interest in 1 common share of the Company. The Placement CDIs will be issued pursuant to the shareholder approval obtained at the annual general meeting.
Subject to the receipt of shareholder approval, Sarama will issue 1 free attaching unlisted option ("Placement Option") for every 4 new CDIs issued pursuant to the Placement. Each Placement Option will be exercisable at A$0.09 and will expire on 30 November 2028.
Australian resources brokers, Ventnor Securities Pty Ltd and RM Capital will act as Advisor and Lead Manager for the Placement and will receive up to 14,000,000 broker options, depending on quantum of funds raised, ("Broker Options") at an exercise price of A$0.09 each and expiring on 30 November 2028. Ventnor Securities Pty Ltd will also receive a capital raising fee of 6% of funds raised. The issue of the Broker Options is subject to shareholder approval.
The Placement is comprised of two tranches:
Tranche 1 consists of 66,666,666 new CDIs which will be issued pursuant to the approval granted by shareholders at the annual general meeting held on 11 September 2024. The Company expects to complete allotment of the new CDIs under Tranche 1 by 27 November 2024.
Tranche 2 consists of up to 16,666,666 Placement Options and up to 14,000,000 Broker Options which are subject to shareholder approval at a special meeting of shareholders anticipated to be held in late January 2025 ("Special Meeting"). No funds will be received from Tranche 2.
The Placement remains subject to the approval of the TSXV.
Members of Sarama's Board and Management do not intend to subscribe for any CDIs in the Placement, however concurrent with the Placement the Company's executives and non-executive directors have agreed to receive a portionof their deferred salaries and director fees, in an aggregate amount of A$393,981.18 in common shares or CDIs of the Company.
In September 2023, the Company's executives and non-executive directors agreed to suspend the payment of salaries and fees to ensure the Company had sufficient financial resources to work through the period of uncertainty created by the illegal withdrawal of the Company's rights to the Tankoro 2 exploration permit in August 2023.
The Company intends to issue shares (CDIs) and warrants (options) on the same terms as the Placement in part settlement of deferred executive salaries and director fees, subject to the ASX Listing Rules and the prior approval of the TSXV.
Pursuant to the requirements of the TSXV, the Company has sought approval to implement this shares-for-debt arrangement to issue up to 13,132,706 shares (CDIs) and 3,283,174 warrants (options) to the executives and non-executive directors. The deemed issue price of each common share (CDI) is A$0.03, which is equivalent to the issue price of the Placement detailed above. One warrant (or option) will also be issued for every 4 common shares or CDIs issued as part settlement of deferred executive salaries and fees, exercisable at A$0.09 and expire November 30, 2028 (collectively, the "Compensation Equity"). The issuance of the Compensation Equity is subject to prior disinterested shareholder approval as required by the Listing Rules of the ASX, which will be sought at the Special Meeting, expected to be held in late January 2025. The application for the shares-for-debt arrangement remains subject to the approval of the TSXV. The TSXV application must be lodged within 30 days of the proposed date of issue of the Compensation Equity (the "Application"). However, as shareholder approval is required and the associated notice is to be included in the Information Circular (for which preparation and mail to shareholders is greater than the 30 days required for the Application), the Application was made on 20 November 2024. The closing price of the Company's common shares as traded on the TSXV on 15 November 2024, was C$0.03. Following the issuance of the Compensation Equity, Sarama will have 336,070,521 common shares, 19,431,664 stock options and 46,449,840 warrants issued and outstanding.
This announcement was authorised for release to the ASX by the Board of Sarama Resources Ltd.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Company Activities
Andrew Dinning or Paul Schmiede
Sarama Resources Ltd
e: info@saramaresources.com
t: +61 8 9363 7600
CAUTION REGARDING FORWARD LOOKING INFORMATION
Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward-looking information includes, but is not limited to, statements regarding the terms of the Placement, the intended use of proceeds from the Placement, timing and completion of the Placement, timing and completion of the second tranche issuance, timing and receipt of approval from the TSXV for the Placement, terms of the Placement Options, terms of the Broker Options and payment of the capital raising fee, the holding of a special meeting of shareholders, and timing and receipt of approval from the TSXV for the shares for debt issuance. Actual results, performance or achievements of the Company may vary from the results suggested by such forward-looking statements due to known and unknown risks, uncertainties, and other factors. Such factors include, among others, that the business of exploration for gold and other precious minerals involves a high degree of risk and is highly speculative in nature; mineral resources are not mineral reserves, they do not have demonstrated economic viability, and there is no certainty that they can be upgraded to mineral reserves through continued exploration; few properties that are explored are ultimately developed into producing mines; geological factors; the actual results of current and future exploration; changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents.
There can be no assurance that any mineralisation that is discovered will be proven to be economic, or that future required regulatory licensing or approvals will be obtained. However, the Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Assumptions have been made regarding, among other things, the Company's ability to carry on its exploration activities, the sufficiency of funding, the timely receipt of required approvals, the price of gold and other precious metals, that the Company will not be affected by adverse political and security-related events, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain further financing as and when required and on reasonable terms. Readers should not place undue reliance on forward-looking information.
Sarama does not undertake to update any forward-looking information, except as required by applicable laws.
SOURCE:Sarama Resources Ltd.
News Provided by ACCESSWIRE via QuoteMedia