Strategic Partnership on the Nimba Gold Project
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, ANY TERRITORY OR POSSESSION THEREOF OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
21 May 2025
Hamak Gold Limited
("Hamak Gold" or the "Company")
Strategic Partnership on the Nimba Gold Project in Liberia
Board Changes and Issue of Fee Shares
Hamak Gold Limited (LSE: HAMA) is pleased to announce that it has entered into a partnership with ASX-listed First Au Limited (ASX: FAU) in relation to the Nimba project in Liberia. Inter-alia, under the Agreement, FAU will be responsible for funding further ongoing exploration work and drilling at Nimba. As consideration First Au has agreed to issue new FAU shares to Hamak Gold through a progressive earn-in schedule.
Highlights
· FAU to fully fund the exploration programme at Nimba, including a minimum of 2,500 meters of diamond drilling and assays during 2025 to further define the extent of the high-grade gold discovery at Ziatoyah
· Two new diamond drill rigs, including two year's worth of critical spares, have been shipped and received in Liberia to undertake the drilling programme for 2025, and beyond
· FAU will progressively increase its interest in the Nimba project through funding the exploration as well as issuing shares in FAU to Hamak Gold
· Subject to resource development milestones being achieved, further FAU shares will be awarded to Hamak Gold
Karl Smithson, Executive Director of Hamak Gold commented:
"We are delighted to form this partnership with First Au Limited so we can rapidly advance the development of the Nimba exploration programme through efficient, cost-effective owner operated drilling.
"FAU has an excellent technical team that can lead the programme with the objective of further defining the extent of the high-grade Ziatoyah gold discovery with the ultimate aim of progressing towards a maiden resource declaration. The exploration expenditure will be fully funded by FAU, whilst Hamak Gold will simultaneously accrue value through the progressive issue of FAU shares over the next 12 months. The Company will also have possible future value accretion events in the event of a resource declaration at Nimba.
"The Board of Hamak Gold believes that, considering the persistently poor capital markets for small-cap resource companies, this deal with FAU represents value for shareholders both in the immediate and longer term.
"We also believe that this Agreement will be beneficial to Liberia, which actively seeks foreign direct investment, particularly in the resources sector, to bring to account its potential mineral wealth for the benefit of the country. Indeed Hamak Gold is a majority Liberian-owned business led by major shareholder and Chairman Amara Kamara, who is also the President of the Chamber of Mines of Liberia, and is instrumental in attracting investment in the wider resources sector in Liberia.
"As a Company, Hamak Gold will continue to seek additional projects and corporate strategies in the metals and resources space that we believe can provide further value opportunities."
Figure 1: Nimba Exploration Licence Location
First Au Limited and Hamak Gold Limited Joint Venture Partnership
Hamak Gold and First Au Limited have entered into a binding terms sheet dated 15 May 2025. The terms give the right for FAU to progressively earn up to a 70% interest in 79 Resources Inc, the 100% owned subsidiary of Hamak Gold which directly holds the Nimba licence, through funding exploration work at Nimba as well as issuing up to £627,473 (A$1.3 million) of FAU shares (or combination of cash/shares) to Hamak Gold Limited over the next nine months. FAU will then have the option to further increase its interest to full ownership in the project should results justify, in return for continued project expenditure and the issue of a further £289,603 (A$600,000) shares in FAU, being a possible total consideration of £917,077 (A$1.9 million). All shares issued by FAU will be subject to a six-month voluntary escrow period from time of issue. Furthermore, subject to resource milestones being achieved, FAU will issue up to £965,344 (A$2 million) shares in FAU to Hamak Gold, in two equal tranches of A$1 million each. The first tranche will be issued when a compliant indicated mineral resource estimate of at least 750,000 ounces Au at a grade of >1.1 g/t Au, is declared. The second tranche will be issued when the compliant indicated mineral resource estimate is declared at 1.5 million ounces Au at a grade of >1.1g/t Au, within five years of the date of issue. Figures stated are converted at a current exchange rate of £1 to A$2.07.
Completion of the agreement remains subject to a 45 day final due diligence period and the receipt of the fully executed Nimba licence documents, which are awaited from the Ministry of Mines and Energy of Liberia (refer to Full Year Results announcement dated 30 April 2025).
On completion, Karl Smithson, Executive Director of Hamak Gold, will join the Board of FAU as a Non-Executive Director, subject to the usual Australian regulatory approvals.
Board Changes
Non-Executive Director Samuel Julius Baiden has resigned from the Board of the Company, effective immediately, to focus on his full-time position with gold development company FG Gold. The Board of Directors would like to thank Mr Baiden for his contribution as a Director of the Company.
Issue of Director Fee Shares
To conserve funds, the Directors of the Company continue to accept shares in the Company in lieu of cash fees ("Fee Shares") for the last thirteen months.
For the period of 1 April 2024 to 30 April 2025, a total of 30,517,241 Fee Shares, at a price of 0.58 pence per share, being a 17.2% premium to the mid market price prior to this announcement, will be issued to the Directors of the Company in lieu of accured Director fees of £177,000, as follows:
|
Name |
No. of Shares |
|
Amara Kamara |
10,833,333 |
|
Karl Smithson |
9,339,080 |
|
Julius Baiden |
2,873,563 |
|
Niall Young |
3,735,632 |
|
Martin Lampshire |
3,735,632 |
|
Total |
30,517,241 |
In addition a further 32,171,706 shares have been issued to certain management, staff, advisors and consultants in lieu of fees ("Consultant Shares"), to further reduce cash costs in the Company.
The Company is currently unable to issue and admit the entirety of the Consultant Shares without either the publication of an FCA approved prospectus or relying upon an exemption to the requirement to issue a prospectus. Consequentially, the issue of the Consultant Shares involves the issue of 16,219,002 new Ordinary Shares in the Company at a deemed price of 0.58 pence per share and a subscription by Karl Smithson, Executive Director of Hamak, for 15,952,704 new Ordinary Shares in the Company (the "Director Shares") also at a deemed price of 0.58 pence per share. Following Admission, Karl Smithson has agreed to immediately sell 15,952,704 of the Director Shares, at the same issue price, to certain management, staff and advisors.
Admission and Total Voting Rights
The Company has made applications to the Financial Conduct Authority ("FCA") and the LSE to have 62,688,947 Ordinary Shares admitted to the Standard Listing and to trading on the Main Market with Admission expected to occur on or around 26 May 2025.
On Admission, the Company's issued share capital will comprise 143,761,264 Ordinary Shares, with each Ordinary Share carrying the right to one vote. Accordingly, the total number of voting rights in the Company will be 143,761,264 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Following the Fee Shares and Consultant Shares issue, the Directors holdings are as follows:
|
Name |
Shares Held |
% of Issued Share Capital |
|
Amara Kamara |
38,711,976 |
26.93% |
|
Karl Smithson* |
17,018,509 |
11.84% |
|
Martin Lampshire |
6,389,470 |
4.44% |
|
Julius Baiden |
4,468,713 |
3.11% |
|
Niall Young |
5,180,782 |
3.60 % |
*including 1,599,482 shares held in spouse's name.
For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of Hamak Gold is Karl Smithson, Executive Director.
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a)
|
Name
|
1. Nicholas Karl Smithson 2. Samuel Julius Baiden 3. Kenneth Niall Young 4. Amara Kamara 5. Martin Lampshire |
||||
|
2
|
Reason for the notification
|
|||||
|
a)
|
Position/status
|
1. Executive Director 2. Non-Executive Director 3. Non-Executive Director 4. Executive Chairman 5. Non-Executive Director |
||||
|
b)
|
Initial notification /Amendment |
Amendment |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a)
|
Name |
Hamak Gold Limited |
||||
|
b)
|
LEI |
213800NL4ICLKYSYU749 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares of no par value each
ISIN: VGG4256S1048
|
||||
|
b)
|
Nature of the transaction
|
Issue of Fee Shares (as applicable) |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d)
|
Aggregated information
Price |
30,517,241
|
||||
|
e)
|
Date of the transaction |
16.5.25 |
||||
|
f)
|
Place of the transaction |
Outside a trading venue |
||||
For further information you are invited to view the Company's website at www.hamakgold.com or please contact:
|
Hamak Gold Limited Amara Kamara Karl Smithson |
+231 (0) 77 005 0005 +44 (0) 77 837 07971 |
|
Peterhouse Capital Limited (Corporate Broker) Yellow Jersey PR Annabelle Wills |
+44 (0) 20 7469 0930
+44 (0) 20 3004 9512 |
About Hamak Gold Limited
Hamak Gold Limited (LSE: HAMA) is a UK listed company focussed on gold exploration of a portfolio of licences in highly prospective areas of Liberia, where significant drilling results have identified a new high-grade gold discovery with the discovery hole returning 20m @ 7g/t Au near surface in its Nimba licence on the border with Ivory Coast which is located in proximity to the commercial Ity Gold Mine.
About First Au Limited
FAU is an advanced gold and base metals exploration company listed on the Australian Securities Exchange (ASX: FAU) and is pursuing exploration programmes at its Victorian Goldfields Project in East Gippsland and its 100% owned Gimlet Gold project near Kalgoorlie.
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