Proposed Funding Package & Production Update

RNS Number : 6608Z

AfriTin Mining Ltd

15 September 2022

 

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For immediate release

15 September 2022

AfriTin Mining Limited

("AfriTin" or the "Company")

 Proposed Funding Package & Production Update

Proposed US$48.3 million Funding Package to accelerate lithium and tantalum production, unlock new tech-metals province and fund Feasibility Study for Phase 2 expansion at Uis Mine, Namibia

AfriTin Mining Limited (AIM: ATM), an African tech-metals mining company with a portfolio of mining and exploration assets in Namibia, is pleased to announce that it has negotiated a potential funding package which, if concluded, would fully finance the Company's existing operations, including its expansion plans for the lithium and tantalum by-product development at the Uis Mine in Namibia. This will enable the Company to achieve its ambition of becoming a material producer of tin, tantalum and lithium.

Summary

The proposed funding package intends to combine a capital structure and term sheets agreed with two financing institutions for a package consisting of debt, a convertible bond, equity and royalty funding. The package comprises:

§ A proposed equity placing and subscription of approximately US$17.5 million (c. £15m) with new and existing investors ("Fundraise"). The Fundraise will be conducted by Hannam & Partners Advisory Limited ("H&P") and Stifel Nicolaus Europe Ltd ("Stifel") as joint bookrunners through an accelerated bookbuild and subscriptions and is expected to launch shortly following this announcement;

§ A proposed, conditional US$25 million (c. £21.5m) investment with a fund managed by Orion Resource Partners (" Orion "). This includes a Royalty, Convertible Note and Equity Subscription (more details of which are set out below) ("Orion Financing"); and

§ A proposed, conditional US$5.8 million (c£5m) lending facility with the Development Bank of Namibia. This was announced on 5 July 2022 (and updated by the disclosures in the Company's Annual Report) ("DBN Debt Financing").

(together, the "Proposed Funding Package")

The funds pursuant to the Proposed Funding Package, if received, would take the total funds available to the Company to approximately US$48.3 million (excluding cash on hand of US$2.2 million which add an extra buffer) which the Directors believe would be sufficient to fully finance the Company for Phase 1B (as detailed below), including the addition of potentially transformative lithium and tantalum by-product revenue streams and financing substantial exploration drilling to unlock Uis as a globally significant lithium resource.

This Proposed Funding Package supplements the £4.5m lending facility and additional support provided by Standard Bank Namibia ("Standard Bank"), already announced on 26 November 2021 and which has been drawn down to allow for the existing plant expansion works.

At this stage, however, both the Orion Financing and the DBN Debt Financing remain subject to the satisfaction of certain conditions and approvals, including due diligence, agreeing definitive documentation and the consent of Standard Bank, and accordingly there can be no guarantee that either source of funding will be entered into, nor that any money thereunder will be drawn down; although the AfriTin Directors have every confidence that they will be.

Anthony Viljoen, CEO of AfriTin Mining Limited commented:

"We are delighted to announce today's Proposed Funding Package which, together with our cash resources, would significantly accelerate our operations in Namibia and fully fund the development of our exciting lithium and tantalum by-product opportunities. In addition, the Proposed Funding Package would help us accelerate the regional drilling programme in what has become an exciting new tech-metals province as well as commence the Feasibility Study for the larger Phase 2 production phase at Uis.

"We consider this a significant milestone on our journey to becoming a major supplier for the tech metals market and we believe it provides a strong endorsement of our operational achievement to date and our mineral opportunity.

"We are also pleased to announce that Orion is a proposed strategic investor in AfriTin. The Fund has a long track record of creating sustainable shareholder value in the mining sector and their previous investments highlight their ability to identify compelling growth opportunities at an early stage. We believe their interest in us is testament to the work we have done to date and opportunities ahead."

Philip Clegg, Portfolio Manager of Orion, commented:

"Orion has followed AfriTin's journey for several years. We are excited to begin our partnership with Anthony and his team as they ramp up tin production and unlock the vast lithium potential of the asset.  We look forward to closing our proposed financing package and becoming a key investor in the Company."

Application of the Proposed Funding Package

The Proposed Funding Package of approximately US$48.3 million would provide a fully funded solution to deliver:

· The expedited development of lithium and tantalum pilot plants - a significant step towards securing long-term lithium and tantalum off-takes;

· The expedited development of X-ray computer tomography (" XRT ") ore sorting at Uis to enhance the grade into the concentrating circuit, allowing for increased tin concentrate production as part of the Uis Phase 1B development (defined below);

· A feasibility study on the Uis Phase 2 development (defined below); and

· Significant exploration drilling at Uis and Brandberg West to further grow the tin and lithium resource base of the Company.

Details of the Orion Financing

An indicative, non-binding term sheet has been signed with Orion for an approximately US$25 million financing package. The term sheet incorporates the following proposal:

o  US$12.5 million for a gross royalty over tin production (the "Tin Royalty"). This would entitle Orion to receive 4.5% of gross revenue of all tin products produced at the Uis mine initially, reducing on a sliding scale basis to 3.17% as contained tin production increases to 2,000tpa upon completion of the Phase 1 expansion (subject to penalties if this is not completed by 30 June 2024). After the Phase 2 expansion, the royalty rate will be reduced to 0.75%;

o  US$10.0 million by way of a convertible note (the "Convertible Note") (with a proposed 12% coupon, four-year term and a proposed conversion price of a 35% premium to the equity subscription price (anticipated to be a calculation linked to VWAP)); and

o  US$2.5 million by way of an equity subscription (the " Orion Equity Investment ")

It is intended that the Tin Royalty be secured but subordinated to the existing Standard Bank Debt and DBN Debt Financing. A technical committee will also be set up to provide guidance with regard to the operation and expansion of Uis, comprising the Company, Orion and an independent technical expert. The proposed royalty would not entitle Orion to any revenue generated from the sale of either tantalum or lithium products.

The Orion Financing remains subject to, amongst other matters, certain due diligence, confirmations and consents (including Standard Bank consent), final negotiation and the signing of definitive legally binding documentation. At this stage there can be no guarantee that the Orion Financing will be entered to, but the AfriTin Directors and Orion's management team are working together to achieve a potential completion date during Q4 2022. Further updates will be provided in due course.

Details of the DBN Debt Financing

As announced on 5 July 2022 (and as updated by the disclosures in the Company's Annual Report), Afritin has signed a conditional, credit approved term sheet for a US$5.8 million (NAD 100 million) senior secured lending facility from the DBN. The full details of this arrangement are set out in those announcements.

The DBN Debt Financing is still subject to a number of conditions, including due diligence, agreeing definitive documentation and Standard Bank consent, and accordingly at this there can be no guarantee that the DBN Debt Financing will be entered into or that any monies will be drawn down under it but the Directors remain confident that it will be finalised by the end of September 2022

Background to the Proposed Funding Package

AfriTin holds a portfolio of production, development, and exploration assets in Africa, with the Uis Tin Mine in Namibia as its flagship asset. Historically, the Uis mine was the largest hard-rock tin mine globally which provides an opportunity for significant costs of scale. The mine is fully permitted and compliant and has a globally significant JORC-compliant mineral resource estimate including 95,539t of tin, 6,091t of tantalum and 450,265t of lithium oxide.

Namibia is a considered to be an outstanding location with a stable democracy and independent, reliable legal system. Mining is the most significant contributor to the Namibian economy in terms of revenue, governed by a well-established Mining Act. The educated workforce and in-country mining experience allows AfriTin to employ a 100% Namibian workforce at Uis. The Company is ideally located for critical power and transport infrastructure and within 230km of the newly upgraded port of Walvis Bay, allowing the Company to achieve the competitive logistics prices.

The Company has set out a two-phased multi-commodity development plan:

Phase 1 brings the plant up to nameplate capacity at 720 tonnes per annum of tin concentrate. Nameplate capacity was exceeded in November 2020 with an ore feed of 80tph, tin feed grade of 0.139% Sn, tin recovery at 60% and a tin concentrate grade of 65% Sn ("Phase 1"). The current Phase 1 expansion is nearing completion and will increase current production by 67%. The Phase 1B expansion will look to introduce an ore sorting circuit on the tin and bring lithium and tantalum products on stream ("Phase 1B"). Increasing throughput capacity, increasing tin recovery and expanding tin concentrate production, and introduction of by-product revenue streams as part of the Phase 1 expansion will maximise the revenues of the existing plant whilst de-risking the Phase 2 feasibility studies.

The Phase 2 studies will look to target production of up to 10 ktpa of tin concentrate, leveraging and expanding on the work done in the Phase 1 expansion ("Phase 2"). A large-scale operation of this magnitude could represent 2.9% of the global tin supply and also aims to convert the Company into a predominant lithium and tantalum multi commodity producer. The benefits of multiple revenue streams would allow for the unit costs of production of one element to substitute the cost of the production of the other elements.

Drilling at the historic Brandberg West will also determine the potential for the Company to achieve a second revenue generating operation.

The Company also aims to identify further mineralised pegmatites within the project and region and grow its portfolio through acquisition in-country and elsewhere in Africa.

A full production update is set out below.

Source and Use of Funds

Completion of the Proposed Funding Package would mark a significant milestone for the Company in being able to accelerate its development, both in tin and tantalum and lithium by-product production, and ultimately into the Phase 2 development at Uis.

As detailed below, the funds would be used to accelerate activity at Uis, including increasing tin concentrate production as part of the Uis Phase 1B development. The money raised through the Proposed Funding Package would, if received, be applied to expedite the development of lithium and tantalum pilot plants and the development of an XRT ore sorting circuit at Uis, as well as a Feasibility study on the Uis Phase 2 development. In addition, the funds would be used to complete a significant drilling programme at Uis, and an exploration drilling programme at Brandberg West to further grow the tin and lithium resource base of the Company. Further updates will be provided in due course.

SOURCE OF FUNDS	US$ million
Cash at 31 August 2022	2.2
Fundraise Proceeds	Approx 17.5
Initial Proceeds	Approx 19.7
Proposed Sources of Additional Funds:
DBN Facility1	5.8
Tin Royalty 2,3	12.5
Convertible Bond 2	10.0
Orion Equity Investment2	2.5
Potential Total Gross Proceeds	Approx 50.5

USE OF FUNDS		US$ million
Uis Phase 1B	Continuous Improvement Works	9.0
	By-Product Development	15.0
	Ore Sorting Development	10.5
Uis Resource Drilling (10,000m)		4.5
Uis Phase 2 Pre-Feasibility Study		5.5
Brandberg West Development		2.0
Transaction costs, working capital & general corporate to mid-2024		4.0
Total Uses to Mid-2024		50.5

Notes:

1.  Subject to certain conditions being satisfied (as outlined in this document). If successful expected to complete before end of September 2022

2.  Convertible Bond, Orion Equity Investment and Tin Royalty, if successful, expected to complete during Q4 2022.

3.  Funds ring-fenced for tin development only

AfriTin Trading Update: Q2 Production Update

Normal plant production continued during Q2 despite construction and commissioning work on the Phase 1 Expansion Project. Delays due to construction tie-ins and commissioning of the new circuits were minimised through careful planning and stockpiling of crushed ore.

The Company achieved tin concentrate production of 214 tonnes for the period under review. Although this is 10% below the previous quarter, it compares well with the quarterly average of the previous financial year (201 tonnes). Likewise, tin contained in concentrate decreased by 13% Quarter on Quarter ("QoQ") to 133 tonnes, some 7% above the quarterly average for the previous financial year.

A total of 134 kt of ore was processed at an average processing rate of 100 tph. Processing plant efficiency as measured by overall tin recovery improved 2% QoQ to a record of 69%. The average plant feed grade for the quarter decreased 3% QoQ due to natural orebody grade variations in the current mining area.

Operating costs for Uis Mine increased to US$25,245 (unaudited) per tonne of tin. This can be attributed mainly to lower production volumes of tin, additional ramp-up costs to ensure operational readiness for the expanded production, inflationary pressure of high fuel prices which increased by 16% QoQ, and higher maintenance costs due to unplanned stoppages. Except for higher fuel prices, all of the aforementioned cost factors are regarded as extraordinary events which are expected to be resolved during the next quarter. The Company also expects the forward-looking unit costs to improve with the realisation of higher production volumes from the Phase 1 Expansion Project. Steady state production for the expanded operation is projected for Q4 FY2023.

The QoQ performance for the Uis Mine is tabulated below:

Table 1 : QoQ (Q2 FY2023 vs Q1 FY2023) production and cost performance of the Uis Mine.

Description	Units	FY2022 Actual Quarterly Average (Mar 2021 - Feb 2022)	Q1 FY2023 Actual (Mar 2022 - May 2022)	Q2 FY2023 Actual (Jun 2022 - Aug 2022)	QoQ Performance (% Change)
Plant Availability	%	87	89	89	0%
Plant Utilisation	%	79	78	69	-12%
Plant Processing Rate	Tph	92	99	100	1%
Ore Processed	T	135,900	152,243	134,315	-12%
Feed Grade	% Sn	0.147	0.149	0.145	-3%
Tin Concentrate	T	201	239	214	-10%
Tin Contained in Concentrate	t	124	152	133	-13%
Tin Recovery	%	62	67	69	2%
Operating Cost* for Uis Tin Mine	US$/t contained tin	25,209	20,989	25,245	20%
AISC** for Uis Tin Mine	US$/t contained tin	27,515	23,526	29,282	24%
Tin Price Achieved	US$/t contained tin	38,604	34,367	22,975	-33%

* Operating Cost (excludes sustaining capital expenditure associated with developing and maintaining the Uis operation; unaudited)

** AISC = All-In Sustaining Cost (incorporates all costs related to sustaining production and in particular recognising the sustaining capital expenditure associated with developing and maintaining the Uis operation, including pre-stripping waste mining costs; unaudited)

Phase 1 Expansion Project

The Phase 1 Expansion Project is entering the final stages of commissioning and is expected to be completed by the end of September 2022. The project is projected to increase quarterly production capacity to approximately 315 tonnes of tin concentrate containing approximately 190 tonnes of tin metal (a 43% improvement compared to Q2 performance).

The Company advises that commissioning of the Expansion Project may impact on the production volumes for Q3 due to a required plant shutdown period. The impact is expected to be approximately 3 weeks, an equivalent of approximately 50 tonnes of tin concentrate production, after which normal production will be resumed.

Uis Exploration Drilling Programme

An infill exploration drilling programme is currently underway at Uis with the aim of increasing the mineral resource confidence for lithium and tantalum over the V1/V2 pegmatite. Of the 52 planned drill holes, 48 holes have been drilled, 30 holes have been sampled and shipped for analysis, and assays for 9 holes have been received.

In addition, the Company has finalised the planning of an exploration drilling programme to validate the historical drill hole database over the pegmatites proximal to the V1/V2 pegmatites at Uis. This programme will follow the current infill drilling phase.

Regional Exploration Programme

The Company continues to advance its exploration programmes over its other mineral licences in Namibia, which include Brandberg West, B1C1 and Nai-Nais.

An initial exploration drilling programme has been designed for the Brandberg West deposit, the site of an historic tin and tungsten deposit, with ancillary copper mineralisation.

Following the confirmation of lithium in the form of spodumene (announced 2 March 2022) on the B1C1 mining licence adjacent to Uis, the Company has finalised planning for an exploration drilling programme with the aim of conducting an initial assessment of its tantalum, tin, and lithium mineralisation.

A detailed mapping programme over the Nai-Nais licence delineated over 500 pegmatites. A comprehensive sampling programme is currently underway, and the Company will update the market upon receipt of assays.

Metallurgical Testwork

Lithium metallurgical test work by our industry specialist consultants Nagrom, Anzaplan and GeoLabs continues as scheduled. These workstreams aim to expand on the promising results received to date, which have confirmed a high-grade, ultra-low iron petalite concentrate (announced 24 May 2022).  In addition, ore sorting test work continues with both Tomra and Steinert. Updates on these workstreams and their results will be communicated to the market in due course.

ESG

ESG remains a core value of AfriTin Mining and an integral part of the Company's culture. The ESG team is currently finalising several workstreams as part of a newly developed ESG framework with the support of key external consulting agencies Digby Wells (South Africa) and Environmental Compliance Consultancy (Namibia). These include the establishment of AfriTin's 5-year ESG strategy, an inaugural sustainability report working towards GRI reporting standards and the development of a Corporate Social Investment (CSI) framework.

Additional site-specific ESG work streams for the Uis Mine include a Climate Change Risk Assessment, initial Mine Closure Plan, updated Environmental Management Plan (EMP) and Environmental and Social Impact Assessment (ESIA) in line with our by-product expansion projects, and ongoing geotechnical and geochemical analysis of co-disposal facilities. All of these workstreams are being conducted in line with international best-practice guidelines and align with ICMM and IFC standards.

The Company continues to put its employee's safety and well-being at the forefront of its operations. In this regard, a Safety Mindset and Elimination of Fatalities programme has been implemented across the group to ensure the ongoing safety of our teams.

For further details please contact:

AfriTin Mining Limited	[phone]
Anthony Viljoen, CEO
Nominated Adviser	[phone]
WH Ireland Limited Katy Mitchell
Corporate Advisor and Joint Broker
H&P Advisory Limited Andrew Chubb Jay Ashfield Matthew Hasson	[phone]
Stifel Nicolaus Europe Limited Ashton Clanfield Callum Stewart Varun Talwar	[phone]
Tavistock Financial PR (United Kingdom)	[phone]
Emily Moss Cath Drummond

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This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of WH Ireland, H&P and/or Stifel (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of WH Ireland, H&P and/or Stifel and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by WH Ireland, H&P and/or Stifel and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

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