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CANYON RESOURCES LIMITED Capital/Financing Update 2012

May 1, 2012

64608_rns_2012-05-01_ea41b537-1531-4542-baef-e11e9a003c2c.pdf

Capital/Financing Update

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Rumble Enters Into Agreement for Joint Venture in Burkina Faso

2 May 2012

Highlights

  • Rumble to earn a 75% interest in the Derosa Project in Burkina Faso, West Africa

  • Derosa Project comprises 6 contiguous tenements covering over 1,300km²

  • Project covers major regional structure interpreted from aeromagnetic data

  • West Africa is the fastest developing gold province in the world

  • Agreement subject to completion of due diligence by Rumble

Rumble Resources Ltd ( Rumble ) is pleased to announce that it has reached agreement on the terms of a joint venture and earn-in agreement with Canyon Resources Ltd (ASX: CAY) ( Canyon ) for the Derosa Project in Burkina Faso ( Joint Venture ).

The Derosa Project covers an area of over 1,300km². The project is easily accessible by sealed road, being approximately 125 km northwest of the capital Ouagadougou. The licences are adjacent to the Reo Project operated by Middle Island Resources Ltd (ASX: MDI). The Joint Venture will provide Rumble with an early stage exploration opportunity as well as providing a platform for further acquisitions or similar deals.

Rumble has conducted initial due diligence on the Derosa Project with 2 site visits and a comprehensive interpretation of the licence areas. Rumble has also evaluated Burkina Faso’s infrastructure, stability and local mining laws and believes that Burkina Faso is a highly attractive region for gold exploration.

The Joint Venture remains subject to the successful completion of a final due diligence period of up to 6 weeks from the execution of the Agreement (however this due diligence may be waived by written agreement of the parties) as well as ASX regulatory approvals or conditions.

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----- Start of picture text ----- Rumble Resources LtdSuite 24, 22 Railway RoadSUBIACO WA 6008T +61 8 6555 3980F +61 8 6555 3981----- End of picture text -----

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----- Start of picture text ----- ASX: RTR31.6M Ordinary shares 9.9M Listed Options 6.1M Unlisted OptionsBoard of DirectorsMr Andrew McBainManaging DirectorMr Michael SmithNon-executive DirectorMr Matthew BanksNon-executive Director----- End of picture text -----

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----- Start of picture text ----- Mr David PalumboCompany Secretary----- End of picture text -----

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Rumble Managing Director Mr Andrew McBain said “The Derosa Project provides Rumble with an opportunity to establish itself in one of the fastest emerging gold provinces in the World. Rumble’s expansion into Burkina Faso is an exciting development for shareholders and is complimentary to Rumble’s existing Australian gold and base metal projects”.

Summary of Canyon's interest in the Derosa Project

Canyon holds its interest in the Derosa Project as follows:

  • Canyon owns 100% of Canyon Derosa Pty Ltd ( Canyon Derosa ), an Australian private company;

  • Canyon is in the process of incorporating Derosa SARL, which upon incorporation will be a Burkina Faso private company which is owned 100% by Canyon Derosa.

  • Canyon has entered into three purchase agreements with the vendors to purchase a total of 6 granted licences in Burkina Faso;

  • Together, these 6 granted licences are known as the Derosa Project; and

  • Upon the incorporation of Derosa SARL, Canyon intends to undertake the assignment of its rights under the three purchase agreements to Derosa SARL.

Under the terms of the Agreement between Canyon and Rumble, Rumble will earn between a 51% to 75% interest in Canyon Derosa upon the completion of certain expenditure obligations (set out in the following Summary of the Joint Venture Agreement).

Summary of the Joint Venture Agreement

Subject to the successful completion of due diligence Rumble and Canyon have agreed to the following terms in the Agreement:

  • Consideration - Rumble to issue Canyon or its nominee with 1,500,000 Rumble shares and pay Canyon USD$50,000.

  • Minimum Spend - Rumble to spend a minimum of USD$250,000 on the Derosa Project before the Joint Venture can be terminated.

  • Vendor Agreements – Rumble will comply with the terms of the three purchase agreements with the vendors.

  • Earning 51% interest - Rumble to spend USD$1.5 million on the Derosa Project by 31 March 2014 to earn a 51% interest in Canyon Derosa, including any vendor payments.

  • Earning 75% interest - Rumble will acquire a further 24% interest in Canyon Derosa by spending a further USD$1,500,000 on the Derosa Project by 31 March 2017, including any vendor payments.

  • Canyon carried interest - Canyon will retain a 25% free carry interest in Canyon Derosa up to the decision to do a pre-feasibility report. At that point, Canyon has the option to commit to its share of funds ongoing or to reduce via an industry standard dilution clause.

  • Royalty - If Canyon elects to dilute to 0% ownership of Canyon Derosa, Canyon will retain a 1.5% Net Smelter Royalty.

  • First Right of Refusal - Rumble and Canyon have provided each other with first right of refusal on their equity in Canyon Derosa.

Current Projects

Entry into the Agreement will not impact on Rumble's existing plans for its current projects or its ability to fund its current exploration program.

For further information visit rumbleresources.com.au or contact [email protected].

Andrew McBain Managing Director

About Rumble Resources Limited

Rumble Resources Limited is an Australian based exploration company, officially admitted to the ASX on the 1st July 2011. Rumble was established with the aim of adding significant value to its current gold and base metal assets and will continue to look at mineral acquisition opportunities both in Australia and abroad.