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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
Lithium Universe
Overview
Lithium Universe (ASX:LU7) is dedicated to closing the ‘Lithium Conversion Gap’ in North America by developing a mine-to-battery-grade lithium carbonate strategy in Québec, Canada. Our mission is to support the supply chain needs of original equipment manufacturers (OEMs), particularly in the automotive sector, by converting spodumene supply into lithium chemicals for EV battery plants North America.
Our business model focuses on converting spodumene supplies under "take or pay" agreements with OEMs. These agreements include protective pricing mechanisms, such as floor and ceiling prices, to ensure stable margins and mitigate market volatility. This approach guarantees our LU7 refinery's payback while providing OEMs with a reliable and sustainable supply of lithium chemicals.
Company Highlights
- Focussed on closing the Lithium Conversion Gap in North America by establishing a 16,000 tpa lithium carbonate plant at Bécancour, Québec
- Definitive feasibility study has commenced and initial metallurgical testing is yielding results greater than battery grade specification.
- Led by lithium development veteran Iggy Tan, who seeks to replicate his successes at Galaxy Resources with Lithium Universe.
- The company is composed of lithium industry leaders, named the ‘Lithium Dream Team’, representing multiple decades of combined experience in mining exploration, development, production and operations.
The ’Lithium Conversion Gap’
North America anticipates a surge in battery manufacturing, with over 20 major manufacturers planning to deploy an estimated 1,000 GW of battery capacity. These are companies such as General Motors, LG Energy Solution, Ford, Power Co, Northvolt, Tesla, AESC, Toyota and Honda. Assuming the planned battery manufacturing capacity of 1,000 GW by 2028, using a ratio of 850 g lithium carbonate equivalent (LCE) per KWh, the company estimates that 850,000 tons of LCE per annum will be required to satisfy demand in North America.
On the supply side, Canada has surpassed China to claim the top spot in BloombergNEF’s Global Lithium-Ion Battery Supply Chain Ranking, a comprehensive annual evaluation of 30 countries’ potential to develop secure, reliable, and sustainable lithium-ion battery supply chains. Québec has been established as one of the most prospective regions with over 40 companies dedicated to lithium exploration and development. The cumulative lithium resource in just Québec exceeds 500Mt at +1 percent lithium oxide across eight distinct projects, which has increased over 100 percent within the last 12 months. Many companies have plans to develop mines and concentrating facilities to produce spodumene concentrate.
Figure 1: Projected US EV Battery Demand and Announced Battery Production Capacity (2022-2032)
[Source: US Department of Energy, January 2023]
Spodumene concentrate needs to be converted to battery-grade lithium carbonate or hydroxide to be used in the production of cathode materials for lithium-ion batteries. Currently, there are no operational converters in North America and the company estimates approximately only 100,000 tons of planned hard rock converters are slated for construction in the region. The region seeks to decrease dependence on Chinese lithium converters, aligning with both commercial and national security goals. Canada, acknowledging the significance of energy security, has intensified efforts to reduce Chinese involvement in the sector as part of a “decoupling” or “de-risking” strategy, mirroring the actions taken by the United States.
The ’Lithium Dream Team’
The company’s strategy involves assembling a seasoned team of lithium experts renowned for rapidly delivering successful projects, dubbed the 'Lithium Dream Team', boasting extensive expertise in both hard rock lithium extraction and downstream operations, all within a single company.
Lithium Universe is headed by the chairman, Iggy Tan, who is considered a pioneer in the modern lithium industry. Over 20 years ago, Tan was one of the first Australian mining executives to recognize the potential of the emerging lithium-ion battery industry. He led Galaxy Resources and built the Mt Cattlin spodumene project (137,000 tpa of spodumene product) and the downstream Jiangsu lithium carbonate project (with a capacity of 17,000 tpa). This was the first large-scale vertically integrated, mine-to-battery-grade lithium carbonate project in the world.
Joining Iggy on the board are Pat Scallan and Dr. Jingyuan Liu. Scallan is a seasoned veteran of the lithium industry with over 25 years of managing the world-class Greenbushes Mine. He oversaw the mine's many expansions, increasing annual output from 200,000 in 1997 to over 1.4 million tpa today. Liu is widely regarded as a leading technical expert in the lithium industry. He was previously the general manager of development and technologies at Galaxy Resources, where he was responsible for overseeing the construction and commissioning of the Mt Cattlin spodumene project and the world-renowned Jiangsu lithium carbonate plant. Liu has acted as a special adviser to various lithium carbonate and lithium hydroxide projects globally.
Additional Dream Team members include: Terry Stark, who previously served as the general manager of operations for both Mt Cattlin and James Bay projects; Roger Pover, with extensive experience as plant manager at Greenbushes and Mt Cattlin; and Huy Nguyen, known for his expertise in the design and construction of the Mt Cattlin mine. John Loxton, who was involved in the construction of the Jiangsu lithium carbonate plant for Hatch Engineering, has also joined the company. John Sobolewski, former CFO and company secretary of Galaxy Resources pivotal in financing both projects, assumes the role of chief financial officer role at Lithium Universe, marking a significant addition to the LU7 team's financial expertise in the lithium domain.
Lithium Carbonate Refinery
The Jiangsu lithium carbonate plant was designed to produce 17,000 tpa of battery-grade lithium carbonate. It adopted advanced Western style continuous process control techniques, setting a standard for lithium refineries globally. The plant now exceeds its design capacity, producing 20,000 tpa, and its battery-grade product ranks among the industry's finest. Constructed and achieving steady-state quality was accomplished within two years of ground-breaking. Lithium Universe plans to replicate the successful design of the Jiangsu lithium carbonate plant entirely, employing the same suppliers, equipment and engineering firm – mitigating the second major risk. Lithium Universe has contracted Hatch Limited to conduct the definitive feasibility study (DFS), the same engineering company responsible for the original design and construction of the Jiangsu lithium carbonate plant.
Lithium Universe is advancing a mine-to-battery-grade lithium carbonate strategy in Canada through the Québec Lithium Processing Hub (QLPH). The QLPH includes a multi-purpose independent 1 Mtpa concentrator and an independent 16,000 tpa battery-grade lithium carbonate refinery. The QLPH concentrator and lithium carbonate plant aim to replicate the proven success of the Mt Cattlin spodumene operation and Jiangsu lithium carbonate plant to minimize startup and operational risks.
Figure 2: The Company’s proposed lithium carbonate refinery at layout at Bécancour, Québec.
The company has successfully executed an option agreement to acquire a commercial property located within the Bécancour Waterfront Industrial Park (BWIP) between Québec City and Montréal. The industrial land secured is only 2.5 kms to the Bécancour deep-water port, allowing the import of spodumene to the facility. The company is taking a significant step towards the production of greener battery-grade lithium carbonate at the proposed Becancour lithium refinery.
Results of its preliminary feasibility study (PFS) for the Bécancour Lithium Carbonate Refinery. The PFS confirms the viability of a strong lithium conversion project, even within a below-average pricing environment. LU7 continues to progress full definitive feasibility study while offtake discussions with interested OEMs underway.
Financial Modelling:
- Economically viable with excellent pre-tax NPV8 percent of approximately US$779 million
- IRR (pre-tax) of approximately 23.5 percent and payback of 3.5 years based on;
- Price forecast of US$1,170/t SC6 and US$20,970/t for battery grade Li2CO3
- Current spot price is approx. US$775/t SC6 and US$10,680/t for battery grade LC
- Operating costs at around US$3,976/tonne; capital cost estimate of US$494 million
- Expected annual revenue of approx US$383 million and EBITDA of around US$147 million
- Project break even at around US$780 /t (SC6) and around US$14,000 per tonne LC
As an integral part of the company’s DFS, Lithium Universe has initiated metallurgical testing on various sources of spodumene. This process involves utilizing the flow sheet developed for the Québec Lithium Processing Hub refinery.
Currently, the testing is progressing smoothly, and no challenges have been identified with any of the spodumene samples. Each test program is thorough and spans several weeks, with two complete programs already concluded successfully achieving higher than the international battery grade specification of 99.5 percent lithium carbonate. All impurity levels were well within specification limits.
Management Team
Iggy Tan - Executive Chair
Iggy Tan, a trailblazer of the modern lithium industry, was one of the first Australian mining executives to identify the significant opportunity within the emerging lithium-ion battery sector when he spearheaded Galaxy Resources Limited. Tan is looking to replicate that success with Lithium Universe, having built Galaxy’s Mt Cattlin Spodumene Project and the downstream Jiangsu Lithium Carbonate project. He also acquired the James Bay Spodumene Project in Canada and the Sal de Vida Brine Project in Argentina for Galaxy.
When Tan started at Galaxy, the company’s market capitalization was less than AU$10 million. It rose to AU$2.5 billion when the company merged with Orocobre Limited in August 2021. Tan's previous experience working with lithium dates back to the early 1990s when he briefly managed the Greenbushes Lithium Mine and commissioned the first lithium carbonate plant for Gwalia Consolidated.
Tan has over 30 years of chemical and mining experience and has served as executive director for a number of ASX-listed companies. He holds a Master of Business Administration from the University of Southern Cross, a Bachelor of Science from the University of Western Australia and is a graduate of the Australian Institute of Company Directors. He is currently CEO and managing director of Altech Batteries (ASX:ATC,FRA:A3Y)
Alex Hanly - Chief Executive Officer
Alex Hanly has over 10 years of experience in capital delivery and operational management for publicly listed companies within the mining, oil & gas, and manufacturing industries in Australia and Africa. Over the last three years, Hanly held the role of chief executive officer of ASX-listed gold company Polymetals Resources (ASX:POL). He was responsible for the successful IPO of the company, the operational management and the efficient execution of the fast-track strategy.
Hanly has a Bachelor of Mechanical Engineering and Master of Business Administration specialising in global project management.
Patrick Scallan - Non-executive Director
Patrick Scallan’s extensive experience in the lithium industry is a valuable addition to the LGX board. With over 25 years of management experience at the world-class Greenbushes Mine, he is a seasoned veteran. Greenbushes is the largest lithium hard rock mine globally and also hosts the highest-grade ore body in the world. This makes Greenbushes a unique anomaly, as no other lithium deposit worldwide compares to it.
Scallan oversaw the mine’s many expansions, increasing annual output from 200,000 in 1997 to 1.4 million tpa today, and navigated numerous ownership changes during his tenure. He is a specialist in hard rock mining and spodumene concentrating, with downstream relationships with major spodumene converters worldwide.
Scallan is also highly skilled in managing local community relationships, having acted as shire councillor for nearly 20 years during his time at Greenbushes, receiving his Order of Australia Medal for his community and local government contribution. His previous roles include management positions at Capel and Eneabba Mineral Sands in Western Australia and Western Deep Levels Gold Mine in South Africa.
Dr. Jingyuan Liu - Non-executive director
Dr Jingyuan Liu is widely regarded as a leading technical expert in the lithium industry. He previously held the position of general manager of development and technologies at Galaxy Resources, where he was responsible for overseeing the construction and commissioning of the Mt Cattlin Spodumene Project and the world-renowned Jiangsu Lithium Carbonate plant. Liu also played a key role in designing the flow sheet for the Sal de Vida brine project.
Following his work with Galaxy, he has acted as a special adviser to various lithium carbonate and lithium hydroxide projects globally, including the Lithium Hydroxide Plant operated by Tianqi in Kwinana, Western Australia.
Liu has over 30 years’ experience in project management, process and equipment design for minerals processing and the chemicals, non-ferrous metals, iron & steel and energy industries, both in Australian and internationally. He was awarded a PhD in chemical engineering from the University of Newcastle, Australia and has worked in senior chemical engineering roles with leading companies such as Hatch Engineering and Metso Minerals in Australia and Malaysia.
He is currently chief technology officer for Altech Batteries (ASX:ATC), developing high capacity silicon anode lithium-ion batteries.
John Sobolewski - Chief Financial Officer
John Sobolewski’s experience in the lithium industry offers another valuable addition to the LU7 dream team. At Galaxy Resources, he played a pivotal role during the feasibility, funding, construction and operation phases of the Mt Cattlin Spodumene mine and Jiangsu Lithium Carbonate refinery. He was also crucial in establishing teams and systems in Australia and internationally. His experience in financial modelling and debt modelling for both projects will be critical in Lithium Universe, completing definitive feasibility studies of the Québec Lithium Processing Hub concentrator and lithium carbonate refinery projects.
Sobolewski is a chartered accountant and a graduate of the Australian Institute of Company Directors. His previous roles include managing director and CEO with Mintrex, CFO and company secretary with Mintrex, Galaxy Resources Limited and Vital Metals Limited, financial controller and company secretary with Croesus Mining NL, and group accountant and company secretary with Titan Resources NL.
Vincent John Fayad - Joint Company Secretary
Vincent John Fayad is a chartered accountant with over 40 years of experience in corporate finance, international M&A, accounting and advisory-related services primarily undertaken by mid-tier accounting firm PKF. In 2016, he established his own firm, Vince Fayad & Associates, to provide accounting and advisory services within Australia and overseas.
Over the last 25 years, Fayad has spent a significant amount of time advising on various transactions, predominantly related to the mining and exploration industries and providing accounting and corporate secretarial experience to mining exploration companies.
Fayad is currently an executive director and joint company secretary of Astute Metals NL (ASX:ASE) and joint company secretary of Greenvale Energy (ASX:GRV). He is also a non-executive director of Nexon Asia Pacific, a telecommunications company, controlled by private equity group EQT.
Kurt Laney - Joint Company Secretary
Kurt Laney is an experienced chartered accountant specialising in the provision of advisory, consultancy, taxation and corporate secretarial services. Laney is currently an associate director of Vince Fayad and Associates, where he provides accounting and taxation services to high-net-worth individuals, family offices, large family-owned businesses and multinational entities.
Laney is also the joint company secretary and CFO of Greenvale Energy Ltd (ASX:GRV) and Astute Metals NL (ASX:ASE), along with several unlisted public companies primarily focused on the tech and mining industries. He has previously served as the company secretary of Polymetals Resources (ASX:POL).
Justin Rivers - Head of Geology
Justin Rivers possesses more than 20 years of senior executive, technical and commercial experience in Africa, Australia, Asia, Arctic, Middle East, North America and South America in the major and junior space, with a particular focus on Iron Ore and Gold. He has a well-tenured strategic and tactical approach to the mining industry with intimate commercial, business development and M&A experience in Tier-1, publicly listed and private equity environments.
Prior to joining Lithium Universe Limited, Rivers held the position of executive director and CEO of Mauritian domiciled private equity company Convertible Resources, driving strategic development of its gold projects in the Siguiri region of northeast Guinea. He has a Bachelor of Science (first class honours) majoring in geology and environmental science from the University of Tasmania.
Terry Stark - Head of Mining
Terry Stark was previously managing director - resources division for Galaxy Resources (ASX:GXY), where he was responsible for all of Galaxy’s mineral resources assets such as exploration and mine operations. Stark oversaw the Mt Cattlin construction and subsequent successful start-up. He also managed the Galaxy James Bay project and had a good relationship with the local Cree Nation.
A veteran mining engineer, Stark holds a Bachelor of Applied Science specialising in mining engineering.
John Loxton - Head of Lithium Carbonate Refinery
John Loxton's lithium experience commenced in 2010 with work on the Jiangsu Lithium Carbonate Plant EPCM for Galaxy Resources in China where his responsibilities initially were at a Sponsor level, and further into the project. He was the project manager for the final stages of construction and commissioning. In 2019, Loxton was engaged by Tianqi Lithium as head of projects for the execution of their investment in a lithium hydroxide processing plant in Kwinana, Western Australia. He managed the commissioning of the first train achieving the first product in 2021 and undertook execution planning and establishing a project team for an identical second train in 2022. Loxton is a project manager with over 45 years of experience across a diverse range of energy, industrial, process, civil, and major infrastructure projects.
Roger Pover — Head of Processing
Roger Pover was previously the Mt Cattlin plant manager for Galaxy Resources (ASX:GXY). He was part of the commissioning and start up team and operated the plant for many years. Pover also directed all optimisation modifications made at Mt Cattlin.
Pover is a veteran in the lithium industry, having commenced his career at Greenbushes Lithium mine in the early 90s. He has a 45-year career in the mining and chemical processing industries involving mineral sands, alumina refining, lithium, iron ore, tantalum minerals and tin production.
Huy Nguyen — Engineering Manager
Huy Nguyen has been seconded from Mintrex to act as Lithium Universe Limited’s engineering client representative. Mintrex was the lead engineering company that designed and constructed (together with DRA Global) the Mt Cattlin Spodumene Plant.
Nguyen was part of the construction supervision when Mt Cattlin was built, so he is experienced with not only the design but also the construction process that delivered a project on time and on budget.
Nguyen has a Bachelor of Mechanical Engineering from Curtin University, Master of Business Administration and a member of Engineer Australia.
Victoria Vargas - Director, Lithium Universe Holdings (Canada)
Victoria Vargas brings to Lithium Universe (Holdings) more than 25 years of experience in the North American capital markets, with a significant focus on the Canadian mineral sector. She began her career at Kinross Gold Corporation and joined Alamos Gold in 2004. During her tenure, she played a pivotal role in enhancing investor exposure and facilitating the company's transition from the TSX Venture to the TSX. Before joining Alamos Gold, Vargas worked for H2O Innovation, a Québec-based company focused on providing best-in-class technologies and services for the water and wastewater treatment industry.
Libra Lithium Announces $33m Earn-In Agreement with Kobold Metals and Announces Go-Public Transaction via Reverse Takeover of PowerStone Metals
Libra Lithium Corp. ("Libra" or the "Company") is pleased to announce that it has entered into an earn-in agreement (the "EIA") with a wholly-owned Canadian subsidiary of KoBold Metals Company ("KoBold") to jointly explore the Company's Flanders South, Flanders North and Soules Bay-Caron ("SBC") lithium projects in Ontario, Canada (collectively, the "Earn-In Properties"). Pursuant to the EIA, KoBold will have the option to earn a 75% interest in the Earn-In Properties by incurring up to CAD$33M in exploration expenditures over six years.
KoBold Metals Company is a US-based exploration and mining company that combines expertise in geosciences with artificial intelligence, machine learning, and data science to improve and accelerate the exploration process in search for the critical minerals necessary for the global energy transition.
Libra further announces that the Company and PowerStone Metals Corp. (CSE: PS) ("PowerStone" or "ShellCo") have entered into a non-binding letter of intent dated December 2, 2024 (the "LOI") in respect of a proposed business combination (the "RTO") that would result in the reverse takeover of ShellCo by Libra. The completion of the RTO will be subject to, among other things, the common shares ("Resulting Issuer Shares") of the resulting entity (the "Resulting Issuer") being listed on the Canada Securities Exchange (the "CSE") and the Resulting Issuer fulfilling all of the applicable regulatory and listing requirements. Following the completion of the RTO, the Company is expected to become a wholly-owned subsidiary of ShellCo or otherwise combine its corporate existence with that of ShellCo to form the Resulting Issuer, which will hold all the assets and projects and continue the business of Libra.
"Our team pulled through, coming out on top from what has been a challenging lithium market over the past two years. In Fall 2023 we made our first spodumene discovery, sampling up to 2.86% Li2O within a 35m-wide pegmatite at Flanders South. Fast forward to Summer 2024, and we had discovered a new pegmatite field in the span of less than two weeks at SBC, with 18 spodumene outcrops, pegmatites up to 30m wide, samples up to 6.64% Li2O, and spodumene crystals up to 0.4m long. With limited capital, we were able to build a company with a large portfolio of lithium assets and discover lithium mineralization on three grassroots projects in under a year. We have proven our ability to systematically screen through ground and be cost-efficient, and with the market nearing a bottom, we see tremendous opportunity to be counter-cyclical. The KoBold earn-in agreement and contemplated go-public transaction with PowerStone will create a well-financed, publicly traded entity, backed by an astute shareholder base of long-term believers in the green energy transition" said Koby Kushner, CEO of Libra.
"We are excited to enter into this earn-in agreement with Libra and are looking forward to exploring the Flanders South, Flanders North, and SBC projects. The three projects are compelling, and we are eager to follow up on the encouraging data that Libra has collected to date. Furthermore, we believe that combining Libra's capable team with KoBold's experienced explorationists and exploration technology will set us up for success. We look forward to working with Libra" said Daniel Enderton, Chief Strategy Officer at KoBold Metals.
KoBold Earn-In Agreement
Libra has executed an EIA with KoBold, dated November 13, 2024, to explore the Earn-In Properties. Pursuant to the EIA KoBold has the option to earn a 75% interest in each of the Earn-In Properties by incurring up to CAD$33,000,000 in cumulative exploration expenditures across the Earn-In Properties over six years.
During the earn-in period, KoBold shall be responsible for expenses and maintenance of the claims subject to the terms of the EIA. Further, KoBold and Libra shall form a technical committee, with two members from each party, to regularly review progress and findings of exploration programs and determine next steps, with KoBold reserving final discretion over the exploration programs.
Payment and Expenditure Schedule
To meet the 75% earn-in thresholds for the Earn-In Properties, KoBold must complete the following:
- Initial Cash Payment to Libra (completed) - CAD$445,000 within 14 days of the effective date of the EIA as reimbursement of exploration expenditures for work completed before the EIA was finalized;
- Year 1 Anniversary - completion of cumulative exploration expenditures of CAD$750,000, which is a firm commitment and may be allocated across any of the Earn-In Properties;
- Year 3 Anniversary - completion of cumulative exploration expenditures of up to CAD$11,000,000 to earn a 51% interest on a project-by-project basis ("Stage 1"); and
- Year 6 Anniversary - completion of cumulative exploration expenditures of up to CAD$33,000,000 to earn a 75% interest on a project-by-project basis ("Stage 2").
The Stage 1 and Stage 2 earn-in thresholds vary by project, as shown in the table below:
Furthermore, KoBold has retained Libra as an exploration contractor for a period ending on the earlier of two years from the effective date of the EIA, or the date on which the EIA is terminated with respect to the SBC project. In exchange for exploration services, KoBold will pay Libra a monthly cash fee of CAD$35,000.
KoBold shall also pay to Libra the following milestone payments with respect to each of the Flanders South and Flanders North projects:
| Milestone | Milestone Payment (CAD$) |
| Inferred Resource of at least 100,000 tons of lithium oxide | $250,000 |
| Pre-Feasibility Study | $500,000 |
| Feasibility Study | $750,000 |
| First Ore Production | $1,000,000 |
Formation of Joint Venture Company
Upon KoBold achieving a Stage 1 cumulative earn-in threshold, the parties shall form a joint venture for the applicable project pursuant to which KoBold shall initially own 51% and Libra 49% (the "Kobra JV"). Upon KoBold achieving the Stage 2 cumulative earn-in threshold, KoBold's ownership interest in the Kobra JV shall increase to 75%. After the earn-in period, each party will be responsible for funding its pro-rata share of project costs or will be diluted; a party that gets diluted below 10% shall have its interest converted to a 1% net smelter return (NSR) royalty. The Kobra JV shall be governed by a board of directors ("Board"), initially composed of two members appointed by KoBold and two members appointed by Libra. The Board shall appoint a manager of the daily affairs of Kobra JV, with KoBold as the initial manager.
Flanders South, Flanders North and SBC Highlights
Figure 1: Libra's project portfolio, showing projects under the KoBold EIA.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/232089_184358fda458d996_001full.jpg
Flanders South and Flanders North
- District-scale position in the Quetico Subprovince, spanning over 50,000 hectares;
- Limited historical exploration, with zero historical work assessment reports prior to Libra;
- Located ~230km west of Thunder Bay, near Atikokan, a former mining town;
- Easily accessible, with a network of logging roads and the Flanders all-season road off Highway 11;
- Libra's first-pass exploration program in 2023 included LIDAR surveys and prospecting, resulting in new discoveries:
- Hundreds of LCT pegmatites, with surface exposures up to 200m wide (Flanders North);
- The Homer spodumene-bearing pegmatite, up to 35m-wide, at least 160m long, with grab sample assays up to 2.86% Li2O (Flanders South);
- Homer lies adjacent to pegmatite outcrops with similar geochemistry, showing potential for a stacked pegmatite system; and
- Homer occurs within a 6.5km-long structural corridor of highly anomalous pegmatites.
- The Nelson tantalite-bearing pegmatite, with grab samples up to 4,469 ppm Ta2O5 (Flanders South).
Figure 2: Map of Flanders South and Flanders North (right); map over Homer spodumene pegmatite (left).
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/232089_184358fda458d996_002full.jpg
SBC
- Spanning 15,570 hectares, SBC covers a newly discovered lithium district abundant with spodumene pegmatite outcrops;
- Located south of Pickle Lake, a historic gold mining town equipped with board accommodation and an airport, SBC boasts easy access via paved highway and nearby infrastructure including rail at Savant Lake;
- In 2024, Libra conducted a LIDAR survey and 12-day, helicopter-supported prospecting program, and within that timeframe discovered:
- 18 spodumene-bearing pegmatite outcrops over a 12km trend;
- Apparent stacking of spodumene pegmatites, closely spaced;
- Individual spodumene-bearing pegmatites up to 30m wide at surface; and
- Coarse-grained spodumene crystals, up to 0.4m long, returning up to 6.64% Li2O in grab samples.
- To date, only approximately 2% of SBC has been explored.
Figure 3: Map over SBC project showing spodumene showings (right); photograph of pale, coarse-grained, spodumene crystals (top-left).
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/232089_184358fda458d996_003full.jpg
Summary of the RTO
It is contemplated that the RTO will proceed by way of three-cornered amalgamation pursuant to which a wholly owned subsidiary of ShellCo will acquire Libra in exchange for ShellCo shares (the "Acquisition"). Upon completion of the RTO, it is anticipated that the Resulting Issuer will be listed as a mining issuer on the CSE, with Libra as its primary operating subsidiary. The business of the Resulting Issuer will be primarily focused on advancing the Company's existing project portfolio, including the Flanders South, Flanders North and SBC projects which are subject to the KoBold EIA, and the evaluation and acquisition of additional grassroots lithium exploration assets.
The completion of the RTO is subject to a number of terms and conditions, including and without limitation, the negotiation and execution of a definitive agreement in respect of the RTO (the "Definitive Agreement"), there being no material adverse changes in respect of either ShellCo or Libra, the parties obtaining all necessary consents, orders, regulatory, court and shareholder approvals, including the conditional approval of the CSE, satisfactory completion of due diligence by both parties and other standard conditions of closing for a transaction in the nature of the RTO. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
Proposed Management and Directors of Resulting Issuer
The following sets out the names and backgrounds of certain persons who are expected to be officers and directors of the Resulting Issuer.
Koby Kushner, P.Eng., CFA - Chief Executive Officer and Director
Mr. Koby Kushner, P.Eng., CFA, is the Chief Executive Officer and a director of Libra. He has spent most of his career as a mining engineer and more recently, an equity research analyst. Prior to entering finance, Mr. Kushner worked at several mines in Ontario and Manitoba, including Hemlo (Barrick Gold), Detour, Rice Lake, and others. During this time, Mr. Kushner has seen projects advance through all stages of development, including exploration, production, and closure. He then moved into equity research at Red Cloud Securities, a mining-only investment bank, where he wrote on over 100 companies across various stages of development and a wide range of commodities, with a particular focus on precious and energy metals. He holds a BSc in Mining Engineering from Queen's University, is a licensed Professional Engineer in the province of Ontario and is a CFA charterholder.
David Goodman, B.Com, LL.B (cum laude), CFA - Chairman
David Goodman, B.Com, LL.B, CFA, is the Chairman of Libra. Mr. Goodman left an early career as a litigator in 1994 to become a Partner, Vice President and Portfolio Manager at the investment management firm behind Dynamic Funds. He became President and Chief Executive Officer of Dynamic Funds in 2001 and of DundeeWealth, Dynamic's public company parent, in 2007. Under Mr. Goodman's leadership, the firm became one of Canada's best performing and fastest growing investment managers, was recognized as Fund Company of the Year seven times at the Canadian Investment Awards while growing assets under management from $5 billion to approximately $50 billion, until its ultimate sale in 2011 to a Canadian bank. In the past Mr. Goodman was a member of the boards of DundeeWealth, Repadre Capital Corporation, Dundee Corporation, SickKids Foundation and a trustee of the Dundee REIT. Mr. Goodman was previously the head of Global Asset Management for a major Canadian bank and CEO of Dundee Corporation. In addition to his business interests, Mr. Goodman is the founder and CEO of Humour Me, an annual charity event whereby high-profile executives compete in stand-up comedy and has raised over $25 million to date for worthy causes.
Ben Kuzmich, MSc., P.Geo. - VP Exploration
Mr. Ben Kuzmich, MSc., P.Geo, is a professional geologist with a proven track record of exploration success in Canada throughout Ontario, Manitoba, and the Yukon. His accomplishments include the delineation of the E-Zone at Barrick's Hemlo gold mine, where he managed a $20M drill program, and where his reinterpretation of geologic models resulted in a 23% improvement in underground head grade for 2019. Outside of Hemlo, he led the discovery of the Little Wing gold occurrence at Alamos's Lynn Lake project as well as numerous REE/LCT pegmatite, precious, and base metal occurrences throughout the Superior Province. He completed his MSc thesis at Lakehead University on the highly endowed, critical mineral-rich Ring of Fire in northern Ontario, and his undergraduate thesis on S-type granitic intrusions.
Zachary Goldenberg, JD / HBA - Director
Zachary Goldenberg is the current Chief Executive Officer of PowerStone and a principal of Liberty Venture Partners, a Toronto-based advisory and investment firm focused on startup and growth companies in rapidly emerging industries. A corporate lawyer by background, Zach has significant experience in both the private and public markets as an advisor, investor and board director and has spent much of the past decade working with companies transitioning from private to public navigate the Canadian public venture markets and to source and close strategic transactions. Zach is a graduate of the combined JD / HBA from Western Law and Ivey School of Business, is a member of the TSX Venture Exchange's Ontario Advisory Committee and is a recipient of ICD.D designation from the Institute of Corporate Directors.
About Libra Lithium Corp.
Libra is a Canadian mineral exploration company focused on the discovery and development of the critical minerals necessary for the green energy transition. Libra's Flanders South, Flanders North, and SBC lithium projects in Ontario are being explored under a CAD$33M earn-in deal with KoBold. In addition, Libra has 100% ownership over its Toivo, Burton, Bitchu, Tennant, Battery Hill, Kivinen, and Twist projects in Ontario and its Nemiscau project in Quebec. The Libra team comprises a mix of seasoned executives, engineers, and geoscientists, with extensive experience in mining and mineral exploration, capital markets, asset management, energy, and First Nations engagement.
About PowerStone Metals Corp.
PowerStone is a mineral exploration company focused on the identification and exploration of high-quality critical and precious metals assets, in favorable mining jurisdictions. PowerStone is a reporting issuer in the Provinces of Ontario, British Columbia and Alberta, Canada and its common shares are currently listed for trading on the Canadian Securities Exchange. For more information, please visit www.powerstonemetals.com.
All information contained in this news release with respect to Libra was supplied by Libra, and PowerStone and its directors and officers have relied on Libra for such information.
Contact Information
| Zachary Goldenberg Chief Executive Officer, PowerStone Metals Corp. e: zach@libertyvp.co t: 647-987-5083 | Koby Kushner Chief Executive Officer, Libra Lithium Corp. e: kkushner@libralithium.com t: 416-846-6161 |
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements, including statements about PowerStone and Libra's future plans and intentions and completion of the Acquisition. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, PowerStone and Libra cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and PowerStone and Libra assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Completion of the Acquisition is subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.
The CSE has in no way passed upon the merits of the business of PowerStone and Libra and has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
QA/QC
Due to the high degree of variability in the sampled pegmatites and granites, the reported grab samples may not be representative of the overall mineralization / characteristics of the bedrock. Grab samples were collected in the field with a hammer and were generally greater than 1 kg in weight. The grab samples were delivered by Libra geologists to ALS Geochemistry Thunder Bay prep labs. Samples were assayed by ALS Geochemistry, Vancouver analytical lab which is an ISO 17025 accredited laboratory and is independent of the Company. The samples were digested using a sodium peroxide fusion and assayed by ICP-MS for trace elements (i.e. ME-MS89L). ALS Geochemistry inserted standards, blanks, pulp duplicates and prep duplicates into the sample stream.
Qualified Person
Ben Kuzmich, M.Sc., P.Geo. supervised the preparation of the scientific and technical information that formed the basis for the written disclosure in this news release. Ben Kuzmich is the VP of Exploration for Libra and the Qualified Person (as such term is defined by National Instrument 43-101). He has verified the data disclosed in this press release, including the sampling, analytical and test data underlying the information. To verify the data related to the sampling program, he has discussed sampling procedures with responsible site staff; discussed and reviewed assay and QA/QC results with responsible personnel; and reviewed supporting documentation, including with respect to sample location and orientation.