Acquisition of PM Ploutonic Resources Limited
08 April 2021
Caerus Mineral Resources Plc
("Caerus" or the "Company") (Ticker: CMRS)
Acquisition of PM Ploutonic Resources Limited
Caerus Mineral Resources plc , ("Caerus" or "the Company") the exploration and resource development company focused on developing mineral resources in Europe to supply the global "Clean Energy" drive, is pleased to announce the acquisition of PR Ploutonic Resources Ltd ("PRL") ("Acquisition"), subject to Shareholder approval. Consent for the transaction will be sought from Shareholders by a General Meeting to be held remotely at 9.00 am on 28 April 2021 and as described on the Company website www.caerusmineralresources.com .
PRL is a private, Cypriot-registered exploration and mining company, the acquisition of which provides Caerus with access to a further suite of advanced copper-gold exploration licences in the Republic of Cyprus. Each of the three licences acquired, Troulli, Kokkinapetra and St. Nicholas, has evidence of historic production with non-JORC resources remaining both open pittable and underground, plus copper-gold bearing oxide and sulphide ore, tailings, and waste stockpiles at-surface at the Troulli site. All three properties also have excellent potential for the discovery of further high-grade VMS copper-gold and epithermal gold deposits.
Project Details
The Troulli Project comprises both a former small-scale high-grade, open pit gold mine last operated in the 1930's sited over pre-Roman workings, and a separate open-pit operation that mined a high-grade copper-gold VMS deposit, ceasing production prematurely in 1974 at the time of the Turkish invasion. High copper grades are reported for both deposits and will be validated by the Company's Due Diligence and exploration programme. There is clear evidence of further epithermal gold mineralisation within the licence and copper mineralisation is visible in the former open pit and located beneath the epithermal gold deposit. The Licence also hosts a number of dumps and stockpiles with reported grades as high as 1.5% copper.
The Kokkinapetra Project represents the geological extension of the Troulli deposits. Gravity concentration of a number of 60kg bulk samples collected by PRL returned notable quantities of fine gold. This was supported by a rock chip sample programme that also returned a number of gold values above 1g/t Au. There are also indications of VMS-type copper-gold mineralisation located beneath the overlying epithermal gold occurrence.
The St. Nicholas Project comprises two sulphide copper-gold orebodies partially drilled by Noranda in 1977, returning a peak intercept of 5m @ 4.82% Cu and 6g/t Au from 11m depth. More recently, in 2011, Katla (Northern Lion) reported intercepts including 28.6m @ 1.06% Cu and 4.5g/t Au from 10m depth. Caerus's exploration programme aims to build on the historic drill results to quickly define a Mineral Resource.
Consideration
The transaction between the Company and PRL has been conditionally agreed by Heads of Terms and values the acquisition of 100% of PRL and its licence assets at GBP750,000, payable through the issuance of new Ordinary Shares of 1p each ("Consideration Shares"). The issue price for the Consideration shares will be calculated using a VWAP based on the 30-trading days with 8.4.21 as the record date. The exact number of shares to be issued will be announced in due course. Completion by way of signing a Share Purchase Agreement is expected to take place no later than 14 May 2021 ("Completion"). The Consideration Shares will rank pari passu with the Company's existing Ordinary Shares.
Related Party Transaction
A ndrew Daniels, a Director and co-vendor of PRL, is also a non-Executive Director of Caerus, and will become the beneficial owner of further Ordinary Shares of the Company on Completion. Accordingly, taking into account the fact that Mr. Daniels has an existing interest in 8.9 % of the issued Caerus share capital, acquired at Admission, the acquisition of PRL is considered by the Caerus Board to be a related party transaction pursuant to the Disclosure Guidance and Transparency Rule, DTR7.3.
The Chairman, and Independent Director of the Company, Professor Michael Johnson, has sought the opinion of a Qualified and Independent Third Party as to the technical merits of the PRL licences. Mark Owen BSc, MSc, FGS, is a Chartered Geologist (C Geol), European Geologist (Eur Geol) and Fellow of the Geological Society of London. Mark Owen has reviewed this announcement and consents to his name referencing the technical detail described.
The Board, less Andrew Daniels, believe that the Consideration terms for the proposed transaction between Caerus and PRL are at fair market value, and are reasonable in so far as the Company's shareholders are concerned. In forming this view, the Company has also reviewed recent detailed reports on the PRL assets, as submitted annually to the Mines Department of the Cypriot Government. The Company has also assessed the synergies of the proposed transaction with its existing development plan and the strategic benefits that will accrue to the commercial value of Caerus.
Martyn Churchouse, Chief Executive Officer of Caerus Mineral Resources, commented: "This acquisition represents an important addition to our licence portfolio and particularly in terms of our gold inventory. Whilst the transaction comes at an early stage in the Company's development, it is important to note that exploration is well-advanced on two of the three licences and we believe we can quickly convert exploration results to Mineral Resources adding Shareholder value in the process."
For further information , please visit www.caerusmineralresources.com or contact:
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Caerus Mineral Resources plc: |
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Martyn Churchouse Chief Executive Officer |
info@caerusmineralresources.com +44 (0)1249 782162
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Novum Securities |
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Jon Belliss |
+44 (0) 20 7399 9425 |
Follow us on Twitter at @CaerusMineral
About Caerus Mineral Resources
Caerus Mineral Resources is a copper - gold resource development and exploration company with mineral exploration licences located in Cyprus, a member of the European Union that operates to English common law. The Country has a well-developed infrastructure and a climate conducive to year-round exploration.
With investors recognising copper as one of the cornerstone metals for the Clean Energy Transition centred upon the Electric Vehicle and Stationary Energy sectors, Caerus is working to rapidly expand its copper exploration and production objectives. The Caerus licence portfolio includes 14 former mines which operated with an average head grade of approximately 2% copper equivalent.
Caerus' licence portfolio comprises brownfield sites where historic mining has taken place and greenfield licences where there has been no systematic exploration. The Brownfield sites and the former high-grade copper - gold mines they host are evidence of rock types and structures conducive to Volcanogenic Massive Sulphide ("VMS") mineralisation. As VMS deposits characteristically occur in camps or clusters, it is the Company's view that its licences are prospective for both extensions to existing or mined-out orebodies together with new discoveries.
The combination of brown and greenfield exploration provides optionality and the opportunity for the Company to quickly build a resource portfolio that can be commercially developed.
Market Abuse Regulation (MAR) Disclosure
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