TINONE EXPANDS LAND POSITION AT ITS ABERFOYLE LITHIUM-TIN-TUNGSTEN PROJECT, TASMANIA, AUSTRALIA

TINONE EXPANDS LAND POSITION AT ITS ABERFOYLE LITHIUM-TIN-TUNGSTEN PROJECT, TASMANIA, AUSTRALIA

TSX.V: TORC   OTCQB: TORCF

TinOne Resources Inc. (TSXV: TORC) (OTCQB: TORCF) (" TinOne " or the " Company ") is pleased to announce it has expanded its land position at its Aberfoyle Project (" Aberfoyle " or the " Project ") and now holds tenure comprising a total of 159 square kilometres in the tier one mining jurisdiction of Tasmania, Australia .

Highlights
  • Two additional licenses (Castle Carey EL13/2022 and Vickory Creek EL14/2022) with a total area of 27 square kilometres have been acquired adjacent to the Aberfoyle Project EL27/2004 expanding TinOne's land position to 123 square kilometres in the Aberfoyle project area, where zinnwaldite lithium-bearing altered granite was recently discovered with values up to 0.57% Li 2 O
  • TinOne now holds licenses in Tasmania comprising 159 square kilometres within the highly prospective lithium, tin and tungsten Northeastern Tasmania granite province with a further 376 square kilometres currently under application.
  • Exploration programs are underway on the recently identified lithium-bearing granites at Aberfoyle as well as at the Great Pyramid tin-tungsten and Rattler Range tin-tungsten-lithium projects.

"We are extremely pleased to have been able to expand our 100% owned tenement position in the highly prospective Northeastern Tasmania province," commented Chris Donaldson , Executive Chairman. "Our technical team is in the field following up on our exciting initial lithium results and continuing our tin programs at Great Pyramid, Aberfoyle and Rattler Range."

Key Results

EL13/2022 and EL14/2022 were acquired north and south of TinOne's original Aberfoyle exploration license (EL27/2004) in order to provide full access to additional highly prospective areas of granite and adjacent Mathinna Supergroup sedimentary rocks (Figure 2).

The combined 123 square kilometres will be explored as a single project, in conjunction with the geographically separate Royal George area (Figure 2).  Together with the Company's Rattler Range and Great Pyramid projects it provides the Company with a commanding position in the tin-tungsten and lithium prospective geological environment of Northeastern Tasmania (Figure 3).

Next Steps

TinOne's technical teams are in the field at the Aberfoyle project undertaking additional rock and soil sampling in conjunction with detailed mapping to further define the extent of the recently discovered lithium-bearing altered granite. This additional geochemical sampling and detailed mapping will be used to define first pass drill targets for lithium.

At the Great Pyramid tin project, a specialist structural geologist and a sedimentologist are undertaking detailed studies to assist in defining controls and geometries of tin zones.  These studies will be completed in the coming weeks and are critical in informing future resource estimation and targeting of additional drilling.

Tin-exploration programs are also continuing at the Aberfoyle project with the existing soil sampling, geological mapping and rock sampling being expanded in conjunction with the lithium focussed programs.

Figure 1 Location of the Company's projects in the mining friendly jurisdiction of Tasmania. (CNW Group/TinOne Resources Corp.)

Figure 2 Location TinOne's Aberfoyle project area showing the position of new exploration licenses in relation to EL27/2004. (CNW Group/TinOne Resources Corp.)

Figure 3 Location TinOne's project areas in Northeastern Tasmania, showing historical occurrences of tin and tungsten (Mineral Resources Tasmania database). (CNW Group/TinOne Resources Corp.)

About TinOne

TinOne is a TSX Venture Exchange listed Canadian public company with a high-quality portfolio of tin projects in the Tier 1 mining jurisdictions of Tasmania and New South Wales, Australia . The Company is focussed on advancing its highly prospective portfolio while also evaluating additional tin opportunities. TinOne is supported by Inventa Capital Corp.

Qualified Person

The Company's disclosure of technical or scientific information in this press release has been reviewed and approved by Dr. Stuart Smith ., Technical Advisor for TinOne.  Dr. Smith is a Qualified Person as defined under the terms of National Instrument 43-101.

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.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release includes certain "Forward–Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward–looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or expressions, identify forward–looking statements or information. These forward–looking statements or information relate to, among other things: the development of the Company's projects; future mineral exploration, development and production; the release of drilling results; and completion of a drilling program.

Forward–looking statements and forward–looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of TinOne, future growth potential for TinOne and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of gold and other metals; no escalation in the severity of the COVID-19 pandemic; costs of exploration and development; the estimated costs of development of exploration projects; TinOne's ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect TinOne's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward–looking statements or forward-looking information and TinOne has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the Company's dependence on early stage mineral projects; metal price volatility; risks associated with the conduct of the Company's mining activities in Australia ; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; risks regarding mineral resources and reserves; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of COVID-19; the economic and financial implications of COVID-19 to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities and artisanal miners; the Company's ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption "Risk Factors" in TinOne's management discussion and analysis. Readers are cautioned against attributing undue certainty to forward–looking statements or forward-looking information. Although TinOne has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. TinOne does not intend, and does not assume any obligation, to update these forward–looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

TinOne Resources Logo (CNW Group/TinOne Resources Corp.)

SOURCE TinOne Resources Corp.

Cision View original content to download multimedia: https://www.newswire.ca/en/releases/archive/February2023/22/c9974.html

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/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES ./

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Altech Batteries Limited  Acquisition of Additional Investments CERENERGY and Silumina

Altech Batteries Limited Acquisition of Additional Investments CERENERGY and Silumina

Perth, Australia (ABN Newswire) - Altech Batteries Limited (ASX:ATC) (FRA:A3Y) (OTCMKTS:ALTHF) is pleased to announce that it has executed a binding Term Sheet to acquire Altech Advanced Materials AG's (FRA:AMA) 25% equity interest in Altech Energy Holdings GmbH (AEH) (75% holder of CERENERGY(R)) and 25% equity interest in Altech Industries Germany GmbH (AIG) (100% holder of Silumina AnodesTM) including all outstanding shareholder loans from AIG and AEH to AAM; together the 'Acquisitions'.

Highlights

- Altech's offer to acquire Altech Advanced Materials AG (AAM) project stakes accepted by AAM

- Altech to acquire additional 18.75% stake in CERENERGY(R) Project and additional 25% stake in Silumina AnodesTM Project including outstanding shareholder loans to AAM

- Altech will hold 75% of CERENERGY(R) & 100% of Silumina AnodesTM projects post acquisition

- Fraunhofer remains as 25% JV partner of the CERENERGY(R) project

- Altech will issue AAM approximately 532 million fully paid ordinary shares

- Acquisitions are valued at approximately A$23.3 million

- AAM market capitalisation on Frankfurt Stock Exchange is approximately A$38.7 million

- Based on DFS, and risk-adjusted AAM value, both projects valued at A$77 million

- AAM post-acquisition will be 21% shareholder of ATC

- New simplified corporate structure serves to optimise financing options

- Potential for ATC to divest acquired interests to strategic partners for project financing

- Subject to shareholder approval by both ATC and AAM

- General Meeting to be held inclusive of Independent Expert Report

In accordance with the project's ownership, the AAM equity interests to be acquired by ATC represent an additional 18.75% stake in the CERENERGY(R) project and an additional 25% stake in the Silumina AnodesTM project (refer Figure 1* Corporate Structure before and after Acquisitions).

Fraunhofer remains as 25% JV partner of the CERENERGY(R) project.

As consideration for the Acquisitions, and subject to shareholder approval, Altech will issue to AAM approximately 532 million fully paid ordinary shares, resulting in AAM holding 21% of Altech's issued share capital post Acquisitions. Based on the volume weighted average price (VWAP) of Altech shares being $0.044 over the 15 trading days prior to this announcement, the total consideration offered is valued at A$23.3 million. The shares proposed to be issued to AAM will be subject to a voluntary escrow period of 12 months from the date of issue. The Acquisition is still subject to several conditions precedent, including the approval of the Acquisitions by shareholders at the General Meetings of AAM and ATC.

Valuation of Transaction

AAM's current market capitalisation on the Frankfurt Stock Exchange A$38.7 million (equal to EUR23.2 million), while the consideration offered for its sole assets amounts to A$23.3 million.

The Cerenergy Project DFS has a Net Present Value (NPV) of A$281 million, with AAM's 18.75% stake equating to A$52 million at full financing. Applying a standard 0.23 NAV discount for financing risk, the adjusted valuation is A$12 million. The Silumina Project DFS has an NPV of A$1.14 billion, with AAM's 25% stake translating to A$285 million. After applying the same 0.23 NAV discount, the adjusted valuation stands at A$65 million. In total, the risk-adjusted value of both projects is A$77 million, compared to the A$23.3 million consideration offered for their acquisition.

AAM initially acquired a 25% stake in both the CERENERGY and Silumina Projects from ATC for a total consideration of A$8 million. Following the acquisition, AAM made additional capital contributions in response to cash calls from both project entities, providing a total of A$10.8 million to support project development, operational expenses, and financing commitments. This brings AAM's total investment in the projects to date to A$18.8 million compared to the A$23.3 million consideration offered for their acquisition.

Post Acquisitions

Post Acquisitions, Altech will own 100% of the Silumina AnodesTM Project and 75% of the CERENERGY(R) Battery Project, with Fraunhofer as 25% joint venture partner.

Strategic Rationale and Benefits

This transaction represents a pivotal moment for Altech's strategic growth. By acquiring 100% ownership of Silumina AnodesTM and 75% ownership of CERENERGY(R), Altech is positioning itself to accelerate the development and commercialisation of these high-value projects. The Silumina AnodesTM project is a breakthrough in battery material technology, incorporating high-purity alumina in silicon anodes to improve battery performance. The CERENERGY(R) project, meanwhile, is at the forefront of next-generation sodium chloride battery development, offering a sustainable alternative to conventional lithium-ion technology.

Additionally, the transaction presents a practical solution to recent funding challenges by AAM. Uncertainty among German investors regarding AAM's ownership structure has complicated AAM's fundraising efforts and hindered sustained support in Germany.

Altech will have the autonomy to make key investment and operational decisions without requiring external approvals, thereby enhancing project execution efficiency. Furthermore, the Acquisitions will provide Altech with a stronger negotiation position when engaging with potential strategic partners, customers, and financiers. Through these transactions, AAM will retain long-term upside potential through its new equity stake in Altech. This structure aligns the interests of both companies and ensures that AAM continues to benefit from future successes. AAM will remain as an investment company on the Frankfurt Stock Exchange rather than holding direct interest of both projects.

Consolidating ownership reduces the complexity of project governance and enhances Altech's ability to execute strategic initiatives with greater agility and less complexity. Additionally, the issuance of shares to AAM in lieu of cash payments preserve Altech's balance sheet strength, allowing it to deploy capital more effectively towards project development and commercialisation.

The Board of Altech believes the transaction will deliver significant strategic benefits, including:

- Consolidation of ownership in the Silumina AnodesTM and CERENERGY(R) projects, enabling streamlined decision-making and project execution

- Improved operational flexibility and efficiency to fast-track commercialisation efforts

- Addressing recent funding challenges faced by AAM and improving capital structure alignment

Conditions Precedent

The completion of the Acquisitions is subject to:

- All necessary regulatory approvals, including:

o ASX Listing Rule 7.1 shareholder approval for the issuance of consideration shares.

o Shareholder approval under item 7, section 611 of the Corporations Act 2001 (Cth), to the extent that AAM, or any of its shareholders, will increase its voting power above 20% in Altech.

- Approval from the Australian Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), if required.

- Approval by AAM's shareholders meeting

- Execution of an escrow deed between Altech and AAM regarding the voluntary escrow conditions.

Board Recommendation

Mr Hansjoerg Plaggemars and Mr Uwe Ahren, being current Managing Directors of AAM, did not take part in any voting on the Acquisitions in their position as Board members of Altech and do not make a recommendation on the proposal. Mr Iggy Tan, being a previous Managing Director of AAM (resigned 31 December 2024) did not take part in any voting on the Acquisitions and does not make a recommendation on the proposal.

The Independent Directors of Altech, consisting of Mr Luke Atkins, Mr Dan Tenardi and Mr Peter Bailey, unanimously recommend that shareholders vote in favour of the Acquisitions, subject to the Independent Expert's Report concluding that the transaction is fair and/or reasonable to Altech shareholders. Altech's Board strongly believes that this transaction will enhance shareholder value over the long term by consolidating ownership, streamlining decision-making and ensuring that both projects progress efficiently towards commercialisation. The transaction structure ensures that AAM remains aligned with Altech's success while addressing funding constraints in a manner that benefits all stakeholders.

Next Steps

Altech will continue working closely with AAM to finalise definitive agreements and complete all required regulatory and shareholder approvals. Shareholders will be kept informed of any significant developments, and further announcements will be made as key milestones are achieved. The Company remains committed to executing this strategic initiative in a manner that enhances shareholder value and accelerates its growth objectives. The Board looks forward to engaging with shareholders throughout the approval process and appreciates the ongoing support from its investors.

To view the Indicative Timetable, please visit:
https://abnnewswire.net/lnk/DK6T5Z7Q



About Altech Batteries Ltd:  

Altech Batteries Limited (ASX:ATC) (FRA:A3Y) is a specialty battery technology company that has a joint venture agreement with world leading German battery institute Fraunhofer IKTS ("Fraunhofer") to commercialise the revolutionary CERENERGY(R) Sodium Alumina Solid State (SAS) Battery. CERENERGY(R) batteries are the game-changing alternative to lithium-ion batteries. CERENERGY(R) batteries are fire and explosion-proof; have a life span of more than 15 years and operate in extreme cold and desert climates. The battery technology uses table salt and is lithium-free; cobalt-free; graphite-free; and copper-free, eliminating exposure to critical metal price rises and supply chain concerns.

The joint venture is commercialising its CERENERGY(R) battery, with plans to construct a 100MWh production facility on Altech's land in Saxony, Germany. The facility intends to produce CERENERGY(R) battery modules to provide grid storage solutions to the market.

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