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Rox Resources Limited (“Rox” ASX:RXL) and its joint venture partner Venus Metals Corporation Limited (“Venus” ASX:VMC) are pleased to advise that they have entered into a binding agreement to consolidate their respective ownership interests in the Youanmi Gold Project in Western Australia.
Transaction Highlights
The parties have agreed that, subject to conditions precedent:
- Rox to acquire, for consideration of 110 million Rox shares:
- Venus’ interests in the OYG JV, giving Rox a 100% interest in OYG; and
- all of Venus’ gold interests in its other joint ventures covering other regional areas
- Venus’ interests in the OYG JV, giving Rox a 100% interest in OYG; and
- Venus to undertake an in-specie distribution of 55 million Rox shares to Venus shareholders, while retaining 55 million Rox shares, subject to 12 months voluntary escrow
- Venus Managing Director, Matthew Hogan, to be appointed to Rox’s Board
- Transaction simplifies the ownership structure for the Youanmi Gold Project, maximising value potential for Rox and Venus shareholders
Under the agreement, Rox will acquire Venus’ gold interests in each of its Youanmi joint ventures (30% of OYG JV (all minerals), 45% of Youanmi JV and Currans Find JV, and 50% of Venus Metals JV) (collectively the “Youanmi Gold Project”) for consideration of 110 million fully paid ordinary shares in Rox (“Rox Shares”) (“the Transaction”), subject to the conditions precedent (as summarised below) being met. Venus will retain its non- gold interests in the Youanmi JV, Currans Find JV and Venus Metals JV, as well as its interests in its non- Youanmi gold assets.
The Transaction will see all gold rights held by Rox and Venus consolidated under a simplified, single ownership structure, providing a strong platform to progress the development of the Youanmi Gold Project.
Venus shareholders will, following completion of the Transaction, have the opportunity to benefit from the Transaction through:
- Eligible Venus shareholders (as at a record date to be advised) receiving Rox Shares through Venus proposed in-specie distribution of Rox Shares; and
- Retaining their Venus shares, and therefore, retaining an indirect interest in the Rox Shares retained by Venus and continue to participate in the value of Venus’ non-Youanmi assets (which include gold, lithium, base metals and rare earths projects).
By simplifying the ownership structure, streamlining the development decision making process and increasing scale and market relevance, the parties believe that this structure will provide Rox with greater market appeal and access to capital, which is expected to unlock value for both Rox and Venus shareholders.
Management Comments
Rox Resources Managing Director, Mr Rob Ryan commented:
“Consolidating the gold interests under the Youanmi Gold Project under Rox’s ownership is a logical transaction that is expected to deliver compelling value for both sets of shareholders and we are enormously excited about the strong foundation this transaction creates for the Project’s ongoing exploration and development. The transaction provides investors and financiers with a clearer ownership structure and access to the full value of the Youanmi Gold Project.
“Building on our existing high-grade resource base and our recent exploration success at Midway and Youanmi South, this simplified ownership structure will enable Rox and Venus shareholders to share in the future growth of Rox as we work to unlock the full potential of the Youanmi Gold Project.”
“2023 is set to be a milestone year at Youanmi, with drilling underway to convert existing Inferred Resources to Indicated status to support the Pre-Feasibility Studies. We are also very excited to see ongoing results from the Midway and Youanmi South discoveries, which are potential gamechangers for the Youanmi Gold Project.”
Venus Managing Director, Mr Matthew Hogan, commented:
“This is a win-win transaction for all shareholders in both companies, unlocking considerable value and dramatically simplifying the development pathway for the Youanmi Gold Project.
I’m extremely confident in the capabilities of the Rox Board and Management team, and very excited to be joining forces with them with the aim of bringing the Youanmi Gold Mine back into production in the near future.”
Pictured above, Rox Managing Director, Mr Rob Ryan and Venus Managing Director, Mr Matthew Hogan.
Transaction Rationale
Both the Rox and Venus Boards consider there to be strong strategic rationale for the Transaction. Venus shareholders will retain their exposure to the Youanmi Gold Project both as Rox and Venus shareholders, while also allowing the market to fully recognise the value of the remaining assets held by Venus.
Click here for the full ASX Release
This article includes content from Venus Metals, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
VMC:AU
Chariot Corporation
Investor Insights
Chariot Corporation presents a unique value proposition for seasoned investors, with its strategic ownership of the largest land package for lithium exploration in the US and a portfolio of non-core assets providing significant revenue opportunities.
Overview
Chariot Corporation (ASX:CC9) is the largest landholder for lithium exploration in the US. It has a strategy to target both hardrock lithium in Wyoming and claystone lithium in Nevada and Oregon. The flagship Black Mountain project in Wyoming has shown significant mineralization with grades of up to 6.68 percent Li2O from rock chip samples. Chariot’s six other hard rock projects in Wyoming span 443 claims covering 3,585 hectares.
The second flagship project, Resurgent, has the second largest land position in the McDermitt Caldera, which hosts the two largest lithium resources discovered to date (Thacker Pass with 44.5 million tons (Mt) lithium carbonate equivalent (LCE) and McDermitt at 21.5 Mt LCE). The recent $955-million investment in Thacker Pass by General Motors indicates interest from automakers looking to secure a supply of battery raw materials. The McDermitt Caldera’s size and scale potential present an opportunity for Automotive OEMs, battery manufacturers and others to obtain large-scale supply to meet their growth plans.
As the world's demand for lithium continues to grow, Chariot's exploration and development efforts in the US are well-timed and offer investors exposure to the rapidly growing lithium market.
The company believes its two core projects, Black Mountain and Resurgent, represent early, prospective lithium opportunities in the United States. Chariot has completed its phase 1 drill program at the Black Mountain project consisting of nine shallow holes, drilled from a total of 1,132 metres. Phase 2 drilling has commenced, which includes up to 18 drill holes targeting a high-grade spodumene resource to support the establishment of a pilot mine.
Chariot Corporation announced a revised strategy for the Black Mountain hard rock lithium project to establish a small-scale “pilot mine”. Chariot aims to supply spodumene concentrate to several lithium hydroxide refineries under construction in the southwestern United States. Strategically located in Wyoming, Chariot can leverage Wyoming’s small-mine permit system to provide short-term cash flow and potentially optimize the development of larger-scale mining operations in the future.
Chariot boasts a world-class team with strong track records in mining, exploration and the financial services sectors. The management has significant corporate and investment banking experience. CEO, Shanthar Pathmanathan was an oil and investment banker with Macquarie and Deutsche Bank. On the geological side, Neil Stuart who is a non-executive director is a lithium industry veteran having previously founded Orocobre Ltd (which merged with Galaxy Resources and later with Livent) to form Arcadium Lithium, one of the largest lithium producers in the world which has recently been acquired by Rio Tinto. The exploration team is led by Dr. Edward Max Baker, a geologist with over 40 years of experience and several discoveries. He was the chief geologist at Newcrest Mining, MIM Holdings, Rennison Goldfields and Mount Isa Mines. The collective experience of the management team, from investment banking (with fundraising and M&A experience) to resource discoveries, will be useful in advancing the company’s core projects.
Company Highlights
- Chariot Corporation is a mineral exploration company focused on discovering and developing high-grade and near-surface lithium opportunities in the US.
- Chariot holds the largest land position for lithium exploration in the US with hard rock lithium and claystone hosted lithium exploration assets.
- The company commenced trading on the ASX in October 2023 after closing a highly sought-after and oversubscribed AU$9 million initial public offering (which is in addition to AU$14.8 million being raised privately to assemble the portfolio).
- It is currently focused on its two core projects in the US: (1) the Black Mountain project, a hard rock lithium project located in Wyoming; and (2) the Resurgent project, a claystone lithium project located in Oregon and Nevada.
- Chariot also holds an exploration pipeline of six projects in Wyoming including Copper Mountain, South Pass, Tin Cup, Barlow Gap, Pathfinder and JC projects. These projects are prospective for hard rock lithium.
- Through the company’s interest in Mustang Lithium, Chariot also has exposure to two claystone projects where substantial initial drilling has been completed - Horizon Lithium and Halo Lithium. Horizon Lithium has a lithium resource estimate of 1.3 million tonnes indicated LCE and 8.8 million tonnes LCE inferred.
- Chariot recently announced a revised strategy for the Black Mountain hard rock lithium project to develop a small-scale “pilot mine” to supply spodumene concentrate to several lithium hydroxide refineries under construction in the southwestern United States.
- Chariot also holds interests in several projects that have been either sold or conditionally divested through option agreements to publicly listed companies. A publicly listed counterparty operates each of the divested projects and depending upon the particular transaction, the projects generate additional revenue for Chariot in the form of future payments and royalties.
- Chariot offers investors exposure to the nascent and rapidly growing US lithium market.
Key Projects
Black Mountain Project, Wyoming
The Black Mountain project is Chariot’s flagship hard rock lithium project located in Natrona County, approximately midway between Casper and Riverton, Wyoming. Chariot initially held a 91.9 percent stake in the project with 134 mining claims covering 878 hectares. In 2024, the company expanded the project with 218 contiguous claims resulting in a 206 percent increase in project tenure area. Black Mountain now comprises 352 claims covering 2,686 hectares of tenure which subsequently increased Chariot's ownership interests in its Wyoming lithium portfolio to 93.9 percent.
The project is well-serviced by existing roads and infrastructure. The claim area was acquired via claim staking of public land administered by the US Bureau of Land Management.
The project features large pegmatite outcrops at the surface with spodumene and tantalum mineralisation. Surface rock chip samples returned assays of up to 6.38 percent lithium oxide.
Black Mountain may represent a significant hard rock lithium opportunity in a tier-1 mining jurisdiction in the US. The asset features an excellent combination of geological factors, and a supportive regulatory regime and is located in a largely unpopulated part of Wyoming.
In connection to the company’s shift to establishing a pilot mine, the following factors relating to the Black Mountain Project render it particularly suitable for this goal:
- Indications of near-surface lithium mineralization at Black Mountain make it suitable for a shallow, open-pit pilot mine.
- Wyoming’s advantageous small-mine permit system offers a pathway for small mine permits that does not impose limits on the mineral volume which can be extracted but rather places annual limits on the mining activities to 10 acres (4.05 hectares) of disturbance and 35,000 cubic yards (26,760 cubic metres) of overburden removal (refer Part 3 of this announcement).
- Black Mountain’s proximity to US lithium hydroxide refineries currently under construction in the southwestern United States is expected to provide a geographic advantage in marketing product extracted from the mine.
Resurgent Project, Nevada and Oregon
The Resurgent project is a claystone-hosted lithium project located in the McDermitt Caldera in Oregon and Nevada. The company owns a 79.4 percent stake in this project. The Resurgent project comprises 1,450 claims covering 12,128 hectares and is further subdivided into two principal claim areas, identified as ‘Resurgent North’ and ‘Resurgent East.’ Chariot has the second-largest land position in the McDermitt Caldera, which hosts two of the largest lithium mineral resources in North America, with a combined mineral resource estimate of over 40 Mt LCE - Thacker Pass at 19.1 Mt LCE and McDermitt at 21.5 Mt LCE.
The Resurgent North project targets the same sedimentary units that host Jindalee Resources' (ASX:JRL) McDermitt project with a mineral resource estimate of 21.5 Mt LCE. A surface sampling campaign at Resurgent North conducted in 2021 involving 289 samples returned values as high as 3,865 ppm lithium (over three times typical lithium claystone MRE cut-off grade). Of the 289 samples, 70 samples returned values greater than 100 ppm lithium, 20 samples returned values greater than 1,000 ppm lithium and 10 samples returned values greater than 2,000 ppm lithium.
The Resurgent East project targets the same sedimentary units that host Lithium Americas’ (NYSE:LAC) Thacker Pass lithium deposit (MRE at 19.1 Mt LCE). The similarity in geological characteristics with the two largest lithium deposits in the US further validates the potential for a large-scale high-grade lithium discovery at Resurgent.
Exploration Pipeline Projects
Besides the two core projects, the company has a pipeline of six lithium exploration projects comprising 443 claims and covering 3,585 hectares. Each of them is described below:
- Copper Mountain Project: The project is located ~80 kilometres northwest of Black Mountain in Fremont County, Wyoming. It comprises 83 mining claims covering 648 hectares. Copper Mountain has a long history of prospecting and artisanal-scale production having been historically mined for mica, feldspar, beryl, lepidolite and tantalite. The company has already identified multiple pegmatite target areas and has plans for a geochemical and ground magnetics survey in addition to geological mapping.
- South Pass Project: The project is located in Fremont County, Wyoming, and comprises 214 mining claims covering 1,750 hectares. This is a large and highly prospective project with an abundance of outcropping pegmatites that occur in swarms. The company notes the individual pegmatites at the project could range up to several hundred metres wide and several thousand metres long. There has been no prior exploration for hard rock lithium in the South Pass project area.
- Regional Wyoming Exploration Pipeline Projects: It comprises four hard rock lithium mining projects namely Tin Cup, Pathfinder, Barlow Gap and JC, comprising 146 mining claims covering 1,146 hectares.
- Barlow Gap Project: This project is located in Natrona County, Wyoming, and comprises 60 mining claims covering 501 hectares. This is an early-stage hard rock lithium exploration project with outcropping pegmatites on a northeast trend.
- Tin Cup Project: The project is located in Fremont County, Wyoming, and comprises 45 mining claims covering 376 hectares. There is a long history of exploration at The Tin Cup mining district dating back to 1907. The region has been known for small-scale mining for gold, copper and various gemstones including red jasper, ruby and jade. This is an early-stage hard rock lithium exploration project with outcropping pegmatites.
- Pathfinder Project: This is an early-stage hard rock lithium project located in Natrona County, and comprises 32 mining claims covering 234 hectares.
- JC Project: Located in Fremont County, Wyoming, the project comprises nine mining claim blocks spanning 75 hectares. This is an early-stage hard rock lithium exploration project that features several small excavation pits and outcropping pegmatite dykes.
Divestment Projects
Chariot has been actively focused on creating value via divestment of selected lithium assets in its portfolio, which include the following assets: Lithic & Mustang (ownership 21.4 percent) and the WA Lithium portfolio (Chariot was the 100 percent owner of this property prior to the sale to St George Mining Ltd). In addition, Chariot through its interest in Mustang Lithium has exposure to the Horizon and Halo claystone lithium projects in Nevada, USA. Both projects have completed drilling campaigns and Horizon announced a resource of 1.3 million tonnes LCE and 8.8 million tonnes LCE inferred. These divestments and interests have the potential to generate more gross proceeds (cash and stock-based consideration) for Chariot in addition to future royalty payments.
The company has identified four more projects for divestment: Lida project (Nevada), Amargosa project (Nevada), Nyamukono project (Zimbabwe), and Mardabilla project (Western Australia).
Management Team
Shanthar Pathmanathan – Managing Director
Shanthar Pathmanathan has 14 years of investment banking experience in the metals and mining, oil and gas and chemicals sectors. He was the CEO and managing director of Lithium Consolidated, an ASX-listed company, which had one of the largest portfolios of hard rock lithium exploration assets, globally. Before that, he held various investment roles with Deutsche Bank and Macquarie Group. He has a Bachelor of Laws from the University of Western Australia.
Frederick Forni – Executive Director
Frederick Forni is a senior finance professional with over 25 years of investment banking experience. He was a former senior managing director of Macquarie Holdings (USA) and held non-executive director roles with numerous Macquarie Group entities and GLI Finance. He holds a B.A. in economics from Connecticut College, a J.D., awarded cum laude, from Georgetown University Law Center and an LL.M. in taxation from New York University Law School.
Neil Stuart – Non-executive Director
Neil Stuart is an exploration geologist with over 40 years' of experience and is a member of The Australian Institute of Geoscientists and a Fellow of The Australasian Institute of Mining and Metallurgy. He was a founding director of Orocobre Limited, now Alkem (ASX:AKE). He has considerable experience across several commodities and was heavily involved in project delineation and acquisition in Australia, Mexico and Argentina. Over the last 20 years, he was involved with the exploration and commercial development of lithium projects. Stuart is on the board of numerous ASX-listed companies and is a graduate of the University of Melbourne (BSc.) and James Cook University (MSc.).
Dr. Edward Max Baker – Geological Consultant
Dr. Edward Max Baker is a Ph.D. geologist and a fellow of AusIMM. Baker has over 40 years of experience and has made several discoveries. Baker was chief geologist for Newcrest Mining, MIM Holdings, Rennison Goldfields and Mount Isa Mines. Baker was co-founder and previously a vice-president of exploration at New York Stock Exchange-listed Integra Resources (NYSE:ITRG).
Ramesh Chakrapani – Chief Strategy Officer
Ramesh Chakrapani has over 20 years of experience in the investment banking and alternative asset investing space. Of which, over 15 years were spent at The Blackstone Group where he was a managing director and a member of the Hedge Fund Solutions Special Situations Investing Group. Chakrapani has invested across a diverse set of industries, asset classes, geographies and liquidity profiles, and has represented The Blackstone Group on the boards of selected investments. He has a B.A. from Yale University.
David Bethke – Exploration Geologist
David Bethke is an exploration geologist with 6 years of experience working primarily in the Mountain West and Alaska regions of the United States, specializing in both gold and lithium deposits. During his career, he has worked closely with companies such as Jindalee and United Lithium to explore, sample, drill, and map lithium deposits hosted in both hard rock and claystone. In Alaska, he has worked in production for multiple well-known gold mining companies, including Coeur Mining and Northern Star Resources. David graduated cum laude from the University of Idaho with degrees in geology and Spanish.
