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MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2015
Sep 7, 2015
65302_rns_2015-09-07_9ce9d170-cdf2-41d5-86bc-8a1195483fa9.pdf
Capital/Financing Update
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ABN 74 143 928 625
ASX CODE: TPR
ASX ANNOUNCEMENT 8 September 2015
TIMPETRA SIGNS TERM SHEET TO ACQUIRE GOLD EXPLORATION ASSETS
The Directors of Timpetra Resources Limited (ASX:TPR) (“Timpetra” or the “Company”) are pleased to announce that the Company has signed a binding term sheet with Zebina Minerals Pty Ltd (“Zebina”) to explore three tenements within the Meekatharra Mineral Field in the Murchison Province of Western Australia. Pursuant to the term sheet, the Company may earn up to an 80% interest in tenements owned by Zebina known as the Jillewarra Project.
Commencement of the earn-in is subject to a 14 day due diligence period.
Zebina is the prospecting company of Mr Scott Wilson, a Kalgoorlie local and professional prospector, well known in the mining community and one of only a handful of active standalone prospectors left in Western Australia. Zebina and Mr Wilson are not related parties of the Company.
Should the Company be satisfied with its due diligence enquiries, the transaction will pave the way for the Company to resume gold exploration and will also provide a pathway for the Company's securities to be reinstated to official quotation on the ASX. The ASX has confirmed it is likely to reinstate the Company’s securities to quotation upon (i) payment of the consideration and (ii) the lodgement of an announcement containing details of the earnin agreement, to the satisfaction of ASX. Further information on the timing of reinstatement will be provided in the Company's announcement of the outcome of its due diligence enquiries.
The key terms of the Term Sheet are set out in Annexure 1 .
For further information contact: Nick Geddes, Company Secretary 1300 134 875
Timpetra Resources Limited Registered Office: Level 8, 70 Pitt Street SYDNEY NSW 2000 www.timpetra.com
About the Jillewarra Project
The Jillewarra Project area is located between 50km and 75km west ‐ northwest of Meekatharra, within the Meekatharra Mineral Field in the Murchison Province of Western Australia. The project comprises of two granted exploration licences, E51/1616 and E51/1617, and one granted prospecting licence P51/2868, which covers a large part of the highly prospective Mingah Hills greenstone belt. The project area is prospective for gold, nickel and base metals.
The Jillewarra Project incorporates a significant portion of the Archaean Mingah Greenstone Belt which has been folded into a broad south ‐ plunging anticline. High ‐ grade gold mineralisation has been identified by previous mining and exploration activities along the south ‐ western limb of the structure. Previous exploration within the Project area has identified gold and to a lesser extent copper mineralisation along the Jillewarra Shear Zone, ‐ a thrust fault plane at Zapata and along the Jillewarra Wardabie Shear. These targets have been partially explored with mineralisation identified to date remaining open in several areas.
Copper and nickel mineralisation has been identified within layered ultramafic/mafic sills and gold mineralisation occurs along the contact between the mafic/ultramafic rocks.
Three historic Gold Mining Centres - the Chesterfield, Jillewarra and Wardabie - occur within and/or adjacent to the Jillewarra Project area. The location of these occurrences is largely controlled by significant structural features, which transect the project leases.
The Jillewarra Project encompasses significant gold and base metal structural targets and layered nickeliferous ultramafic/mafic sills which remain to be fully explored. This provides ‐ an unique opportunity to systematically assess a significant area of under explored greenstone terrane.
The Company has engaged the services of a consulting geologist to propose and manage an initial 12 month exploration program for the Jillewarra Project. The consulting geologist will undertake a review based on historical exploration data. Pending the results of this review, the most prospective targets will be identified and followed up with further MMI geochemical sampling. Pending favourable results, the Company will look to follow up the most prospective geochemical targets with a targeted 3,500m RAB drilling program.
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Annexure 1 – Key Terms of the Term Sheet
The proposed terms of the Transaction are as follows:
1. Consideration
Subject to satisfaction of the conditions precedent outlined below, the Company will acquire an 80% interest in the Jillewarra Project in consideration for:
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i. $10,000 cash;
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ii. 1,100,000 fully paid ordinary shares (Consideration Shares) (to be subject to a six month voluntary escrow period); and
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iii. the Company spending a minimum of $600,000 on exploration across the Tenements within 3 years, with a minimum commitment in the first year of $75,000.
Consideration Shares will be escrowed until the Company prepares and has dispatched a prospectus in order to cleanse the issue of these consideration shares.
2. Conditions Precedent
Commencement of the earn-in period and payment of the Consideration Shares and cash is conditional upon the following events occurring:
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i. satisfaction of due diligence by the Company over a 14 day period from the execution of the agreement;
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ii. the Company receiving from ASX confirmation that:
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Listing Rules 11.1.2 and 11.1.3 do not apply to the Transaction;
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entry into the agreement will satisfy Listing Rule 12.1; and
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the Company’s securities will be reinstated to quotation following payment of the cash and Consideration Shares.
3. Joint venture
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a. During the earn-in period and up to a decision to mine the Vendor is to be free carried and the Company is responsible for all expenditure.
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b. On completion of the Company expending $600,000 a joint venture will be formed between the Vendor and the Company, and the Company's interest shall be 80% with the Vendor's interest being 20%.
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c. The Company will be the manager of the joint venture and have care and custody of the Project.
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d. The Vendor at all times retains rights to alluvial gold on the Project.
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e. The parties are to agree to a more formal joint venture
4. Withdrawal
The Company may withdraw at any time during the earn-in period provided it has met the minimum expenditure of $75,000 for the first 12 months and has otherwise paid its pro-rata portion of the minimum expenditure required for each tenement in order to maintain the tenements in good standing.
5. Formal agreement
The Parties may negotiate in good faith and execute a legally binding earn-in joint venture agreement based on and consistent with the Term Sheet. If the Parties do not wish to negotiate a formal joint venture agreement then the Term Sheet will bind the parties.