TECHNOLOGY MINERALS PLC — M&A Activity 2024

Apr 22, 2024

National Storage Mechanism | Additional information

RNS Number : 4172L

Technology Minerals PLC

22 April 2024

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. 

22 April 2024

Technology Minerals Plc

("Technology Minerals" or the "Company")

Proposed Sale of LRH Resources Limited to European Lithium

Technology Minerals Plc (LSE: TM1), the first listed UK company focused on creating a sustainable circular economy for battery metals, is pleased to announce it has signed a binding Heads of Agreement to sell its interest in exploration licences in Leinster, Republic of Ireland. This is envisaged to be effected by the sale of 100% of the issued share capital of LRH Resources Limited ("LRH") held by the Company to European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) ("European Lithium") for a gross consideration of US$10 million ("the Proposed Transaction") .

Highlights

·    Technology Minerals has entered into binding Heads of Agreement with European Lithium to sell 100% of the issued share capital of LRH, a wholly-owned subsidiary of Technology Minerals

·    LRH is the owner of licences which comprise the Leinster Lithium Project in Ireland (the "Project")

·    Consideration of US$10 million to be settled through the transfer to Technology Minerals of US$10 million worth of shares held by European Lithium in Critical Metals Corp (Nasdaq: CRML) ("CRML"), a leading mining company focused on mining critical metals and minerals, calculated a t 90% of the closing market price of the shares on the day before the signing of the Heads of Agreement (the "Consideration Shares")

·    The Consideration Shares will be locked in and held in escrow until 28 February 2025

·    Completion of the Proposed Transaction is subject to technical and legal due diligence to be completed by European Lithium and other conditions customary for this type of transaction

·    The Company will retain LRH's 100% interests in the Asturmet Ni-Cu-Co Project, N. Spain

·    The Board believes that this is an excellent outcome for all stakeholders, and validates the Company's strategy to identify and advance early-stage projects up the value curve to attract buyers and/or partners to bring significant additional value to the Company

Details of the Proposed Transaction

Subject to completion of the Proposed Transaction, the Company will sell LRH to European Lithium, which includes 100% of its rights, title and interest in the following:

·    the 23 licences that comprise the Leinster Lithium Project (the "Licences") (see Table 1 below);

·    all associated technical information , including geological, geochemical and geophysical reports, surveys, mosaics, aerial photographs, samples, drill core, drill logs, drill pulp, assay results, maps and plans, whether in physical, written or electronic form relating to the Licences; and

·    statutory licences, approvals, consents, authorisations, rights or permits relating to the Licences.

The Company will retain LRH's 100% interests in the Asturmet Ni-Cu-Co Project, N. Spain.

Consideration : In consideration for the Proposed Transaction, European Lithium will transfer to Technology Minerals US$10 million worth of fully paid ordinary shares in the capital of Critical Metals Corp (a company incorporated under the laws of Delaware in the United States and listed on NASDAQ) currently held by European Lithium, at an issue price equal to 90% of the closing price of CRML shares on the day prior to the date on which the last of the parties enters into the Agreement signed date). The Consideration Shares will be held in escrow until 28 February 2025.

Conditions Precedent : Completion of the transaction is conditional upon completion of due diligence by

European Lithium as soon as practicable, Technology Minerals and CRML and its shareholders agreeing the detailed terms of the escrow and European Lithium obtaining any necessary third-party approvals or consents to complete the transaction. Completion will occur five business days after the last Condition Precedent has been satisfied.

Other Key Terms : Technology Minerals is obliged to maintain the tenements in good standing and meet all obligations in respect of the licences up until completion.

Background to the Leinster Lithium Project

For the purposes of this agreement, the Leinster Lithium Project will be subdivided into and termed the North Leinster and a South Leinster Block. The North Leinster Block will consist of 15 prospecting licences covering an area of 477 km² and the South Leinster Block with eight licences covering a further 284 km². Each block contains several developing prospect areas where significant lithium bearing spodumene pegmatites have been located and confirmed in surface sampling and more recently in diamond drilling on PL 1597.

The Consideration is split evenly between Seven licences fully owned by LRH, and 16 licences in respect of which Canadian-listed Global Battery Metals ("GBML") currently holds an interest of 55% under an exclusive Earn-in and option agreement with GBML.

Table 1 - Licenses

No.	Licence	Area	Status	Area Km2
1	3030	NE Leinster	TM-GBML	44.94
2	3285	NE Leinster	TM-GBML	40.59
3	3799	NE Leinster	TM-GBML	41.88
4	4540	NE Leinster	TM-GBML	31.07
5	4541	NE Leinster	TM-GBML	33.71
6	4545	NE Leinster	TM-GBML	32.53
7	4546	NE Leinster	TM-GBML	20.12
8	4536	NE Leinster	TM-GBML	25.58
9	4537	NE Leinster	TM-GBML	24.58
10	4538	NE Leinster	TM-GBML	24.93
11	4539	NE Leinster	TM-GBML	40.34
12	4542	NE Leinster	TM-GBML	33.06
13	4543	NE Leinster	TM-GBML	40.65
14	4544	NE Leinster	TM-GBML	21.90
15	4547	NE Leinster	TM-GBML	21.50
16	1597	SW Leinster	TM-GBML	48.32
17	3895	SW Leinster	TM Only	23.74
18	3896	SW Leinster	TM Only	34.49
19	4054	SW Leinster	TM Only	33.09
20	1541	SW Leinster	TM Only	36.61
21	1542	SW Leinster	TM Only	20.39
22	3213	SW Leinster	TM Only	43.42
23	3214	SW Leinster	TM Only	43.33
				760.77

Table 1: List of prospecting licenses in the Leinster Area

Alex Stanbury, CEO of Technology Minerals, said: "We are pleased to have agreed the proposed sale of LRH Resources Limited, the owner of the licenses of the Leinster Lithium Project in Ireland, to European Lithium. The agreement is an endorsement of our ability to identify and develop early-stage projects with significant potential.  It also underscores our strategy to advance early-stage projects up the value curve and attract potential buyers or partners to bring additional value to the Company and its shareholders."

Enquiries

Technology Minerals Plc
Robin Brundle, Executive Chairman Alexander Stanbury, Chief Executive Officer	c/o +44 (0) 20 4582 3500
Oberon Investments Limited (Brokers)
Nick Lovering, Adam Pollock	+44 (0)20 3179 5300
Gracechurch Group (Financial PR)
Harry Chathli, Alexis Gore, Rebecca Scott	+44 (0) 20 4582 3500

Technology Minerals Plc  

Technology Minerals is developing the UK's first listed, sustainable circular economy for battery metals, using cutting-edge technology to recycle, recover, and re-use battery technologies for a renewable energy future. The Company currently holds 48. 35% of the issued share capital of Recyclus Group Ltd, the UK's first industrial-scale recycler of both lithium-ion and lead acid batteries.

Technology Minerals is focused on raw material exploration required for Li-ion batteries, whilst solving the ecological issue of spent Li-ion batteries, by recycling them for re-use by battery manufacturers. Further information on Technology Minerals is available at  www.technologyminerals.co.uk .   

About European Lithium

European Lithium Limited is a listed (ASX: EUR)(FRA: PF8)(OCT: EULIF) mining exploration and development company focusing on its advancing lithium projects in Europe. European Lithium aims to be the first and largest local lithium supplier into an integrated European battery supply chain.

About Critical Metals Corp.

Critical Metals (Nasdaq: CRML) is a leading mining company focused on mining critical metals and minerals, and producing strategic products essential to electrification and next generation technologies for Europe and its partners. Its initial flagship asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure to become the next major producer of key lithium products to support the growing demand for electric vehicles (EVs) and Europe's burgeoning lithium-ion battery supply chain. In addition, Critical Metals owns a 20% interest in prospective Austrian mineral projects previously held by European Lithium Ltd (ASX: EUR). For more information, please visit https://criticalmetalscorp.com/ .

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