Update on Potential Acquisition

RNS Number : 6171L

Ormonde Mining PLC

14 January 2021

 

This announcement contains inside information

14 January 2021

Ormonde Mining plc

("Ormonde" or "the Company")

Ormonde looks to acquire African high grade copper projects

Ormonde notes recent increased trading and volume in the Company's shares together with volatility in the Company's share price and is pleased to provide an update and further information on its previously announced potential acquisition.

On 16 September 2020, the Company announced that it had entered into an exclusivity agreement in relation to this potential acquisition, and since that time the Company has been advancing negotiations, diligence and legal structuring of the transaction.  Very significant progress has been made in these areas.  However, progress to completion has been slowed somewhat resulting from the impact of the pandemic and ongoing discussions with the Company's largest shareholder.

On completion of this transaction, which remains subject to the finalisation of certain terms, conditions and legal agreements, Ormonde will acquire, or have the rights to acquire up to an 80% interest in two exploitation licenses ("Licenses") covering multiple high grade copper and polymetallic development and exploration projects in a highly prospective and underexplored district in the Republic of the Congo ("ROC", also known as Congo-Brazzaville).

The Licenses include:

· a copper-lead-zinc deposit that has been, until recently, subject to small-scale underground mining:

o  recovering direct shipping ore ("DSO") grade material (previous operator DSO grades of 6% copper, 23% lead and 25% zinc reported - see Note 1);

o  public domain drilling results including 11.9% copper, 29.6% lead, 19.4% zinc and 159.2 g/t silver from 8.55 metres downhole depth (see Note 2);

· a copper-silver deposit with mineralisation over a 1.2 kilometre strike length with significant high grade resource potential indicated by previous operator work including a public domain JORC (Note 4) Exploration Target of 15 to 20 million tonnes grading 3% to 5% copper (see Note 1); and

· several other recognised historical mine sites or exploration prospect areas providing an exciting project pipeline across this underexplored land package, which has to date seen very limited effective modern-day exploration (see Note 3).

On completion of the acquisition, Ormonde has negotiated to bring in project partners that provide in-country operating capability based on previous experience managing mineral exploration and development operations in the ROC. Ormonde also intends to expedite a comprehensive program of confirmatory drilling, metallurgical testwork and other technical programs. Consideration, as set out below, will be based upon project milestones including (but not limited to) delivery of a JORC resource and confirmation of the applicable mining convention.

The ROC has a well established Mining Code regime and a government strongly supportive of exploitation of natural resources in the country. Ormonde's participation has been welcomed by the ROC government as the country tries to expand its existing mining industry and diversify its current GDP for which the oil industry accounts for a very material component. The transaction would likely see equity ownership shared with project partners including the existing License holders who have been unable to provide meaningful investment in the Licences in recent times.

The Board of the Company believes that this is a cornerstone transaction for Ormonde which has extremely high potential to be a significant long-term value enhancing opportunity for all stakeholders, including all the Company's existing shareholders.

The terms of the transaction are at a late stage of negotiation and remain subject to change, however the Company has focused on minimising share dilution and execution risk for Ormonde.

While the transaction could be completed as an all-cash transaction without any shareholder approvals, the Company believes that a milestone based mix of cash and shares as consideration for the acquisition to be the optimal formula, as do the counterparties, demonstrating their confidence in the prospects for the Licences and their desire to participate in the value accretion potential for the Company. In addition, the Board would prefer to retain as much cash in treasury as possible to be put into value enhancing, on the ground activities in the ROC.

It is proposed that Ormonde would pay a consideration of up to US$800,000 in Ormonde shares and/or cash on closing of the transaction.  Further cash and Ormonde shares will be payable conditional on the achievement of key technical and administrative project milestones. The final of these milestones would be payable on one of the several projects achieving a year of profitable production.  Further details of the terms of the transaction will be announced by the Company once they have been finalised in a binding acquisition agreement.

On 3 December 2020, 17 December 2020 and 7 January 2021, the Company announced that it had adjourned its AGM ahead of considering Resolutions 6 to 8.   Should a mix of cash and shares be used as proposed consideration for the transaction, the Company would require resolution 6 to be approved at the adjourned AGM, to be reconvened on the 18 February 2021, or alternatively a similar resolution may be put to shareholders for approval at a separate EGM. 

Ormonde will continue to keep the market appraised over the coming weeks as work continues towards concluding this transaction, as expeditiously and efficiently as possible, as well as completing ongoing discussions with the Company's largest shareholder. While the transaction is well advanced, there still can be no certainty that a deal will be concluded.

Commenting on the potential acquisition, Jonathan Henry, Executive Chairman, stated:

"The deal we are working to conclude is on a group of principally copper assets, with exceptional potential.  Completion of this deal will deliver on the Company's stated strategy of generating immediate value accretion for shareholders.  We look forward to finalising and completing the transaction and fast tracking the assets towards development, positive cashflow and earnings with our new partners, including the supportive government of the Republic of the Congo, and look forward to updating shareholders as soon as possible."

Note 1

DSO grades and JORC Exploration Target (and associated JORC Table 1 disclosures) were reported by Aus American Mining to the ASX on 5 September 2014 ( https://bit.ly/2FImsN7 ). The results and Exploration Target have not been verified by Ormonde and are provided for background information purposes only.

Note 2

The following drilling results and associated JORC Table 1 disclosures were released by Aus American Mining to the ASX on 26 November 2014 ( https://bit.ly/2HdII1H ). Drilling results have not been verified by Ormonde and are provided for background information purposes only.

Hole ID	From	To	Interval (m)	True Width (m)	Cu %	Pb %	Zn %	Ag g/t
ZK130401	38.4	55.1	16.7	7.3	11.0	0.6	2.1	33.5
ZK130401	85.1	93.65	8.55	3.8	11.9	29.6	19.4	159.2
MZK004	88.0	97.5	9.5	4.2	6.2	-	-	10.2
MZK007	7.0	11.0	4	1.8	13.2	-	-	20.5
MZK007	25.9	41.6	15.7	6.9	9.0	-	-	116.4
MZK011	27.0	59.0	32	14.1	2.0	-	-	-

Note 3

The Licenses cover a district of structurally controlled base metal deposits hosted by Neoproterozoic carbonate rocks and contain multiple recognised historical mine sites or exploration prospect areas assessed to various levels by geological, geochemical, geophysical and / or drilling works. The style of deposits found in the district has been compared to high grade deposit analogues including Kennecott (Alaska), Tsumeb (Namibia) and Kipushi (DRC).

Note 4

"JORC Exploration Target" or "JORC resource" = An Exploration Target or Mineral Resource estimate reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code).

Review by qualified person

Fraser Gardiner, MAIG, Chief Operating Officer of Ormonde Mining plc, and a qualified person as defined in the Note for Mining, Oil and Gas Companies, June 2009, of the London Stock Exchange, has reviewed and approved the technical information contained in this announcement, which is based on a review of public domain information which has not been verified by the qualified person.

Enquiries to:

Ormonde Mining plc

Jonathan Henry, Executive Chairman

Paul Carroll, Chief Financial Officer

Fraser Gardiner, Chief Operating Officer

Tel: [phone]

Davy (Nomad, Euronext Growth Advisor and Joint Broker)

John Frain / Barry Murphy

Tel: [phone]

SP Angel Corporate Finance LLP (Joint Broker)

Ewan Leggat

Tel: [phone]

 

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