REG - Europa Metals Ltd - Proposed Company Acquisition, RTO & AIM suspension

Europa MetalsAnnouncement

17/09/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240917:nRSQ4033Ea&default-theme=true

RNS Number : 4033E  Europa Metals Ltd  17 September 2024

17 September 2024

Europa Metals Ltd

("Europa Metals", the "Company" or the "Group") (AIM, AltX: EUZ)

Proposed Company Acquisition of Viridian Metals Ireland Limited,

Reverse Takeover and Suspension from trading on AIM

 

Europa Metals Ltd, ("Europa" or the "Company") the European focused lead, zinc
and silver developer, is pleased to announce the signing of a conditional Term
Sheet regarding the proposed acquisition of Viridian Metals Ireland Limited,
("Viridian"), and its 100 % owned Tynagh brownfield Pb/Zn/Cu/Ag project in the
Republic of Ireland (the "Proposed Transaction").

The Proposed Transaction, if completed, would constitute a reverse takeover
under the AIM Rules and accordingly the Company would need to apply for
re-admission of its shares to the AIM Market ("AIM") of the London Stock
Exchange following approval of the Proposed Transaction by Europa's
Shareholders at an EGM.

As the Company is currently unable to provide a full disclosure under the AIM
Rules, the Company's listing in its ordinary shares on AIM and trading from
the London Stock Exchange ("LSE") will be suspended with effect from 7.30am
this morning pending publication of the Admission Document or an announcement
that the Proposed Transaction is not proceeding. The Company's shares are not
currently suspended on the JSE Limited ("JSE") pending further engagement with
the JSE. Shareholders on the JSE are advised to exercise caution when dealing
in the Company's shares until full disclosure regarding the Proposed
Transaction is made.

In the event that the Proposed Transaction does not proceed the Company will
seek the lifting of its suspension from AIM and trading on the LSE.

The Proposed Transaction is conditional on a number of conditions including;
i) satisfactory mutual due diligence ii) entering into a definitive legal
agreements iii) raising further funds for the Proposed Transaction; iv)
approval by Europa shareholders at a General Meeting to be convened; v)
obtaining all necessary approvals (if required) and; vi) granting of
eligibility for the readmission of the Company to AIM by the LSE. The Term
Sheet is binding as to a mutual 150 day period of exclusivity to complete the
Proposed Transaction.

There can be no certainty that the Proposed Transaction will take place and
the Company will continue to update shareholders in due course. Furthermore,
the Company will need to raise additional funds to fund the cost of the
Proposed Transaction and therefore, whilst the Company is confident this can
be achieved shortly, there can be no guarantee. While the Company will seek to
publish the Admission Document as soon as possible, the timing of this cannot
yet be accurately forecast.

 

Highlights: Recycling and Rehabilitation

 

·    The Tynagh project comprises an advanced recycling and rehabilitation
project that has n a 6.65 million tonne surface Mineral Resource comprising
3.96 million tonnes in the Indicated category and 2.69 million tonnes in the
Inferred category, as reported in a National Instrument 43-101 ("NI43-101").

o  The Indicated and Inferred Mineral resource (prepared by Pivot Mining
Consultants as at November 2017) comprises 6.65 million tonnes at 2.5% Zn,
1.8% Pb, 31 g/t Ag at 15.1% BaO.

o  Within this resource there are 3.95 million tonnes at 3.6% Zn, 2.5% Pb, 44
g/t Ag and 18.95% BaO; this is the waste material from the initial open pit
mining operation at Tynagh that focussed on the secondary mineralisation.

·    There is also a substantial non-compliant waste stockpile adjacent to
the existing open pit that could add potential additional surface resources.

·    Over the last 5 years, Viridian has completed substantial processing
and technical studies using independent third parties to provide a clear path
to production.

·    Europa expects to commence a definitive feasibility study post
completion of the transaction as the next steps towards construction.

·    The Board of Europa believes that the transaction provides a clear,
manageable pathway to production.

 

Tynagh Project, Republic of Ireland

The Tynagh minesite operated as an oxide open pit and laterly as a small
sulphide underground operation between 1973 and 1980, where from the open pit
they mined secondary oxidised material containing 16-18% combined zinc and
lead. This oxidised material and limited processing technology at the time led
to poor recovery of the metals resulting in a high grade tailings product.

 

Today there is a 6.7Mt surface waste Mineral Resource declared in terms of the
Candian Institute of Mining, Metallurgy and Petroleum Defintion Standards
("CIM Defintion Standards") and reported in an NI 43-101, at the site, plus a
possible 3.0mt of non compliant resources:

 

·    4.0mt@6.1% combined Zn+Pb, 1.4 Oz/t Ag (44g/t Ag), 18.95% BaO

·    2.7mt@1.7% combined Zn+Pb, 0.4 Oz/t Ag (13g/t Ag), 9.5% BaO

 

Viridian understands that the prior operators had realised that much of the
orignal metal content would be in the tailings and that re-treatment may be
possible and carefully stored and segregated the material with this in mind.

The metal content in the tailings facility is an equivalent grade to what is
being mined underground elsewhere today. The surface Mineral Resource at
Tynagh are segregated into the high grade secondary sand tailings in the West
dam (2.7Mt), the high grade secondary mud tailings in the north and west of
the East dam (1.3Mt), and the primary tailings from underground mining in the
south east of the East dam (2.7Mt) as in figure 1 below.

Figure 1. Tynagh Project location, Galway County, Ireland. Primary and
seconadary tailings resources and waste stockpile resources are indicated to
the north and west of the open pit cut. Metal zonation (m*Zn+Pb%) highlights
the extend of the Zone II and Zone II primary resources.

 

Mineral Resource Estimate

Mineral Resource Statement (November 2017) Declared in Terms of the CIM
Definitions Standards 2010

 

 

                     Tonnage (kt)  Density (t/m(3))  Concentration                   Contained Metal
                     BaO (%)                         Ag (ppm)        Pb (%)  Zn (%)  BaO (t)    Ag (koz)  Pb (t)   Zn (t)
                                                                                                                   Indicated
 East Pond (top)     2,697         1.68              9.5       13    0.65    1.02    257,000    1,103     18,000   27,000
 East Pond (bottom)  1,260         1.68              13.2      34    2.16    3.63    167,000    1,373     27,000   46,000
                     3,958                           10.7      19    1.13    1.85    424,000    2,476     45,000   73,000

                     Inferred
 West Pond           2,692         1.68              21.6      49    2.68    3.56    582,000    4,221     72,000   96,000

 Total               6,649                           15.1      31    1.76    2.54    1,006,000  6,697     117,000  169,000
 The estimated baryte content is East Pond (top) - 391,000 t; East Pond
 (Bottom) - 254,000 t and West Pond - 885,000 t with a total of 1,529,000 t

 

 

(Note: the above information is provided for information only on the project
and is based on historic information made available principally being a
technical report by Pivot Mining Consultants dated November 2017 and is
subject to the publication of a Competent Person's Report as part of the
proposed AIM admission process and accordingly may be subject to change)

 

Highly Experienced Management Team

 

It is the intention that Julian Vickers will become Chief Executive Officer of
the Company on completion of the transaction. Julian identified Tynagh over 10
years ago and has both funded and led the technical advancement of the project
since its inception. Julian graduated with a first class honours degree in
Mining Geology from the Royal School of Mines, Imperial College, in 1987 and
also holds an MBA from the London Business School. He has wide experience of
deal making and financing in the natural resources sector and has spent 35
years in technical, commercial and financial roles within the industry.

 

The existing Europa management team and board will remain with Myles Campion,
Chairman, Dan Smith as COSec and NED, and Evan Kirby, Non Executive Director,
who was until recently the Chief Metallurgist at Jubilee Metals. The company
will benefit greatly from Evan's experience during the development of the
Tynagh recycling project. Further appointments will be made as required.

 

Commenting today, Myles Campion, Executive Chairman and acting CEO of Europa
Metals

 

"The acquisition of Tynagh represents an important inflexion point for Europa
whereby the Company now has a clear pathway to affordable production. The
Board are excited to work with Julian Vickers and I look forward to assisting
him in the realisation of his vision for the Company."

 

Commenting today, Julian Vickers, Executive Chairman Viridian Metals Limited

"I am excited to bring the Tynagh project into the public domain and am
looking forward to growing Europa into a diversified base, precious and
critical metal producer over the coming years"

 

The Company has received in principle institutional interest from preliminary
investor meetings in connection with the Proposed Acquisition. The Acquisition
constitutes a reverse takeover, and ‎therefore requires ‎the publication
of an AIM Admission Document for the admission of the enlarged share capital
of the Company.

 

The Proposed Acquisition is conditional on i) completion of satisfactory
mutual due diligence (including legal, technical and financial); ii) entering
into definitive legal agreements; iii) completion of the Fundraise iv)
approval by shareholders at a General Meeting of the Company to be convened;
v) obtaining all necessary approvals (if and where required); and vi)
Re-admission to AIM.

 

For further information on the Company, please visit www.europametals.com or
contact:

 

Europa Metals Ltd

Dan Smith, Non-Executive Director and Company Secretary (Australia)

T: +61 417 978 955

Myles Campion, Executive Chairman and acting CEO (UK)

T: +44 (0)20 3289 9923

 

Beaumont Cornish (Nominated Adviser/Broker)

James Biddle/ Roland Cornish

T: +44 (0)20 7628 3396

 

Questco Corporate Advisory Proprietary Limited (JSE Sponsor)

Danielle Christodoulou

T: +27 (11) 011 9216

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

Qualified Person

The results and activity reported in this announcement have been compiled and
reviewed by Kenneth Lomberg who is a the South African Council for Natural
Scientific Professionals (SACNASP) (Registration Number 400038/01) ). Mr
Lomberg has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the activity
which he is undertaking to qualify as a Qualified Person as defined by the
Canadian Institute for Mining, Metallurgy and Petroleum Definition Standards
(CIM Definition Standards) Mr Lomberg consents to the inclusion in this
announcement of the matters based on his information in the form and context
in which it appears.

 

 

 

Kenenth Lomberg (Director, Pivot Mining Consultants)

T: +27 679 3331

 

 Indicated Mineral Resource  An "Indicated Mineral Resource‟ is that part of a Mineral Resource for which

                           quantity, grade or quality, densities, shape and physical characteristics, can
                             be estimated with a level of confidence sufficient to allow the appropriate
                             application of technical and economic parameters, to support mine planning and
                             evaluation of the economic viability of the deposit. The estimate is based on
                             detailed and reliable exploration and testing information gathered through
                             appropriate techniques from locations such as outcrops, trenches, pits,
                             workings and drill holes that are spaced closely enough for geological and
                             grade continuity to be reasonably assumed.
 Inferred Mineral Resource   An "Inferred Mineral Resource‟ is that part of a Mineral Resource for which

                           quantity and grade or quality can be estimated on the basis of geological
                             evidence and limited sampling and reasonably assumed, but not verified,
                             geological and grade continuity. The estimate is based on limited information
                             and sampling gathered through appropriate techniques from locations such as
                             outcrops, trenches, pits, workings and drill holes.
 Measured Mineral Resource   A "Measured Mineral Resource‟ is that part of a Mineral Resource for which

                           quantity, grade or quality, densities, shape, and physical characteristics are
                             so well established that they can be estimated with confidence sufficient to
                             allow the appropriate application of technical and economic parameters, to
                             support production planning and evaluation of the economic viability of the
                             deposit. The estimate is based on detailed and reliable exploration, sampling
                             and testing information gathered through appropriate techniques from locations
                             such as outcrops, trenches, pits, workings and drill holes that are spaced
                             closely enough to confirm both geological and grade continuity.
 Mineral Reserve             A Mineral Reserve is the economically mineable part of a Measured or Indicated
                             Mineral Resource demonstrated by at least a Preliminary Feasibility Study.
                             This Study must include CIM Definitions Standards November 27, 2010 Page 6

                             adequate information on mining, processing, metallurgical, economic and other
                             relevant factors that demonstrate, at the time of reporting, that economic
                             extraction can be justified. A Mineral Reserve includes diluting materials and
                             allowances for losses that may occur when the material is mined.
 Mineral Resource            A Mineral Resource is a concentration or occurrence of diamonds, natural solid
                             inorganic material, or natural solid fossilized organic material including
                             base and precious metals, coal, and industrial minerals in or on the Earth‟s
                             crust in such form and quantity and of such a grade or quality that it has
                             reasonable prospects for economic extraction. The location, quantity, grade,
                             geological characteristics and continuity of a Mineral Resource are known,
                             estimated or interpreted from specific geological evidence and knowledge.
 Qualified Person            A "Qualified Person" means an individual who is an engineer or geoscientist
                             with at least five years of experience in mineral exploration, mine
                             development or operation or mineral project assessment, or any combination of
                             these; has experience relevant to the subject matter of the mineral project
                             and the technical report; and is a member or licensee in good standing of a
                             professional association.
 Mt                          Million tonnes
 Zn                          Zinc
 Ag                          Silver
 Pb                          Lead
 BaO                         Barium Oxide

 

 

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQKZGMLVVFGDZM