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METALSTECH LIMITED — Capital/Financing Update 2017
Nov 14, 2017
65380_rns_2017-11-14_c9bf5f16-29f4-4154-ba9f-7fde7a56583f.pdf
Capital/Financing Update
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ASX Release 15 November 2017
MetalsTech Expands Landholding at Cancet Lithium Project and Renegotiates Acquisition Structure at Terre des Montagnes
Lithium and cobalt developer MetalsTech Limited (ASX:MTC) is pleased to announce that the Company has signed a binding agreement to expand its landholding at the Company’s flagship Cancet Lithium Project in Quebec, Canada.
In addition, the Company has also signed a binding agreement to vary the acquisition structure at the 100%-owned Terre des Montagnes Lithium Project, located contiguous with and along strike of the Whabouchi Spodumene Mine, owned by Nemaska Lithium Inc. (TSX: NMX) in Quebec, Canada.
Highlights:
Expansion of Cancet Landholding
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Project increase of 3,162 hectares east of and along strike of the main strike to 12,746 hectares within a similar geological environment - multiple pegmatite outcrops are evident from satellite imagery
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Strategic acquisition completed with minimal dilution and vendor securities subject to escrow
Renegotiation of Terre des Montagnes Project Acquisition
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Variation to contingent share and cash payments related to the acquisition of the Terre des Montagnes Lithium Project in favour of MetalsTech – 11 million vendor milestone shares cancelled in return for the issue of 1.35 million escrowed shares
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Strategic project is contiguous with Nemaska Lithium’s Whabouchi Mine containing an NI 43-101 Reserve of 27.3Mt @1.46% Li2O
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MetalsTech now owns 100% of the Terre des Montagnes Lithium Project, with no further contingent liabilities or expenditure commitments
Commenting on the strategic agreements, Executive Director Mr Gino D’Anna stated:
“Cancet has world class potential and this has prompted us to move swiftly on a low cost consolidation opportunity east of the project. The newly acquired ground is strategically located contiguous to the east along strike of the current mineralised pegmatite zone and we have identified multiple pegmatite outcrops from high resolution satellite imagery. We are planning to commence a maiden mapping program on this ground following our Phase III drill program at the core mineralised zone at Cancet in January. We have also materially reduced the fully diluted capital structure of the company through a renegotiation of legacy share payments related to the Terre des Montagnes acquisition.”
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Registered Office Board of Directors Unit 1, 44 Denis Street Executive Chairman - Russell Moran Subiaco WA 6008 Executive Director - Gino D’Anna T +61 408 408 878 T +61 415 493 993 Non-Executive Director - Shane Uren E [email protected] Non-Executive Director - Michael Velletta
Projects Cancet 100% owned Adina 100% owned Terre Des Montagnes 100% owned Wells-Lacourciere 100% owned Kapiwak 100% owned Sirmac-Clapier 100% owned Bay Lake 100% owned
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Expansion of Landholding at Cancet Lithium Project
MetalsTech has entered into a binding agreement with Glenn Griesbach and Junita Tedy Asihto (the Vendors ) to acquire the Cancet East claims totalling approximately 3,162 hectares (the Agreement ). The total landholding of the Company at the flagship Cancet Lithium Project post-acquisition is approximately 12,746 hectares.
The Cancet East claims are strategically located along strike and to the east of the main Cancet mineralised zone and boast a similar geological environment. Several pegmatite outcrops are evident from high-resolution satellite imagery. A field exploration program will take place during 2018 to consist of reconnaissance mapping, channel and rock sampling and airborne magnetic surveys.
The consideration for the acquisition of the Cancet East claims is outlined below:
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An upfront payment of CAD$10,000 will be made to the Vendors as a non-refundable exclusivity deposit ( Cash Payment ) (Completed)
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MetalsTech will issue the Vendors with a total of 1,000,000 fully paid ordinary shares, which will be subject to escrow as follows (Share Payment ):
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500,000 fully paid ordinary shares will be escrowed for 24 months from the date of issue;
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250,000 fully paid ordinary shares will be escrowed for 12 months from the date of issue; and
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250,000 fully paid ordinary shares will be escrowed for 6 months from the date of issue.
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On the date which is 6 months from the date of the execution of the Agreement, MetalsTech will make a final payment to the Vendors equal to CAD$30,000
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The Vendors will retain a 1% Net Smelter Royalty
Following completion of the Share Payment and the Cash Payment as outlined above, MetalsTech will have earned its 100% interest in the Cancet East project, with no further contingent liabilities or expenditure commitments.
Renegotiation and Variation to the Acquisition Structure for Terre des Montagnes Project
MetalsTech has entered into a binding agreement with Glenn Griesbach and Junita Tedy Asihto (the Vendors ) to vary the acquisition structure for the Terre des Montagnes Lithium Project (the Agreement ). The total landholding of the Company at the Terre des Montagnes Lithium Project is approximately 7,680 hectares.
The Terre des Montagnes project is strategically located adjacent to and along strike of the Nemaska Lithium Inc. (TSX: NMX) 100%-owned Whabouchi Spodumene Mine which is currently undergoing development towards commercial production and hosts an NI 43-101 Reserve of 27.3Mt @1.46% Li2O.
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MetalsTech Limited ACN 612 100 464 - Unit 1, 44 Denis Street, Subiaco WA 6008 T +61 408 408 878 | +61 415 493 993 www.metalstech.net
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The variation of the terms for the acquisition of a 100% interest in the Terre des Montagnes Lithium Project will simplify ownership and operational structure in favour of MetalsTech. Importantly, eleven milestone share issues and cash payments have been cancelled which has materially reduced the fully diluted capital structure of the Company.
The removal of the requirement for MetalsTech to meet annual exploration expenditure commitments provides for greater transparency and promotes a more efficient exploration model. The renegotiated agreement also streamlines the structure of the net smelter royalty to the Vendors and allows MetalsTech to retain its 100% ownership at all times with the right to buy-back half of the royalty at any time in the future.
A field exploration program will take place during 2018 and is expected to consist of reconnaissance mapping, channel and rock sampling and airborne magnetic surveys.
In consideration for the variation of the acquisition agreement relating to Terre des Montagnes, and specifically the cancellation of the milestone share and cash payments, the streamline of the Net Smelter Royalty structure and the removal of minimum exploration expenditure commitments, MetalsTech will issue to the Vendors the following consideration:
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MetalsTech will issue the Vendors with 1,350,000 fully paid ordinary shares, which will be subject to escrow as follows: (to be completed within 2 business days)
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675,000 fully paid ordinary shares will be escrowed for 24 months from the date of issue; and
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675,000 fully paid ordinary shares will be escrowed for 12 months from the date of issue.
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MetalsTech now owns 100% of the Terre des Montagnes Lithium Project, with no further contingent liabilities or expenditure commitments.
ENDS
For further information, contact:
Russell Moran Gino D’Anna Executive Chairman Executive Director M +61 415 493 993 M +61 400 408 878 [email protected] [email protected]
Nathan Ryan Investor Relations M +61 420 582 887 [email protected]
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MetalsTech Limited ACN 612 100 464 - Unit 1, 44 Denis Street, Subiaco WA 6008 T +61 408 408 878 | +61 415 493 993 www.metalstech.net
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Caution Regarding Forward-Looking Information
This document contains forward-looking statements concerning MetalsTech. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those described in the forward looking statements as a result of a variety of risks, uncertainties and other factors. Forward-looking statements are inherently subject to business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forwardlooking information provided by the Company, or on behalf of, the Company. Such factors include, among other things, risks relating to additional funding requirements, metal prices, exploration, development and operating risks, competition, production risks, regulatory restrictions, including environmental regulation and liability and potential title disputes.
Forward looking statements in this document are based on the company’s beliefs, opinions and estimates of MetalsTech as of the dates the forward looking statements are made, and no obligation is assumed to update forward looking statements if these beliefs, opinions and estimates should change or to reflect other future developments.
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MetalsTech Limited ACN 612 100 464 - Unit 1, 44 Denis Street, Subiaco WA 6008 T +61 408 408 878 | +61 415 493 993 www.metalstech.net