Acquisition
Templar Minerals Limited
04 September 2007
For Immediate Release 4 September 2007
TEMPLAR MINERALS LIMITED
("Templar", "TMP" or "the Company")
Templar acquires 90 per cent interest in the Adjaria Gold Project
in the Republic of Georgia
TMP is a natural resource exploration and development company which has today
signed an Acquisition Agreement with Gatward Limited ("Gatward") to acquire a
90% interest in Goldencrest Enterprises Limited ("Goldencrest") which is the
ultimate holding company of the mineral resource rights with respect to the
Adjaria Gold and Base Metals Project situated in southern Georgia to the north
of Turkey.
HIGHLIGHTS
The following highlights reflect the prospectivity issues of the Adjaria
opportunity:-
•the brownfields project contains numerous exploration adits and a
historical sampling database together with a total licence area of 100.4km2
covering a large unexplored region;
•the mineralization has generated epithermal deposits with gold, silver
and base metals, including of copper, lead and zinc;
•the existing early stage historical gold and base metal mineral resources
were classified under the Russian system and constituted Au at 24,743oz of
inferred resources and unclassified inferred Au resources of 562,638oz with
assay values ranging from 2g/t to 67g/t; Silver at 485,476oz as an inferred
resource and Copper at 74,800 inferred resource tonnes;
•TMP acquires a 90% interest in the Adjaria Gold Project for an initial
consideration of 25 million ordinary TMP shares and the payment of US$2
million in cash.; and
•Georgia has a "mine friendly culture" lending itself to rapid development
of the resources
Chairman, David Lenigas, said "The Adjaria Gold Project represents an exciting
opportunity in an area of historical gold and base metal mining. Our team of
geologists has already initiated an exploration programme to identify orebody
targets and we look forward to proceeding with the drill programme later this
year. Templar is well funded with cash resources of US$15 million following the
Adjaria acquisition and we continue to evaluate further investment
opportunities."
PROJECT PROSPECTS AND DETAILS
This brownfields project contains numerous exploration adits and a preliminary
historical sampling database together with a large and as yet unexplored
greenfields target area with excellent prospectivity.
Venmyn Rand (Pty) Limited ("Venmyn") carried out an independent techno-economic
information review and prospectivity report on the Adjaria Project in July 2007.
Venmyn reported the historical resource estimate information which included the
following minerals:-
• Gold 24,743oz
• Silver 485,476oz
• Copper 74,800 tonnes
• Lead 15,000 tonnes
• Zinc 11,000 tonnes
The Adjaria Project has several logistical advantages including abundant water,
power, skilled labour, and excellent access to major centres. The port of Batumi
65km away. A local office has been established and is operational with qualified
staff, vehicles and access to world class analytical laboratories. Active
exploration is underway.
TMP will direct field work including sampling of previously tested areas to
verify and update the historical data and to determine the geochemical signature
of the mineralization with a view to developing a robust and technically sound
exploration programme. Venmyn, an international independent consultancy, has
concluded "the prospectivity of the Adjaria Project is moderate to high. The
country risk factors are not unduly negative and logistically the prospect has
numerous advantages. The geological setting and epithermal genesis are
favourable for the development of potentially economically viable deposits, as
evidenced by the Madneuli mine."
The Madneuli mine in the southern Bolsini region of Georgia and the Kislag mine
in Turkey occur in similar geological settings as the Adjaria licence. Madneuli
has recently been privatised and it is the largest mining operation in the
country processing 1.7Mt of ore and producing 77,000oz of Au and 60,000oz Cu
concentrate in 2006. Madneuli reserves are B+C1+C2 categories of Cu - 698,000t
and Au - 2,861,368oz Au.
Georgia is a stable state and is developing an investor friendly, low cost
environment. The Ministry of Environment Protection and Natural Resources has
granted the Extraction licence and the Ministry has been helpful in providing
support to investors.
ACQUISITION AGREEMENT
Under the terms of the Acquisition Agreement, TMP has, subject only to the
admission to trading on AIM of the consideration shares specified below,
acquired from Gatward, 90% of the issued share capital of Goldencrest which is a
company registered in the British Virgin Islands. Goldencrest is the sole
shareholder of Metalon Georgia LLC a company registered in the Republic of
Georgia which is the sole holder of the mineral resource rights under the
licence with respect to the Adjaria Gold Project in the Republic of Georgia.
The consideration payable to Gatward under the Acquisition Agreement is 25
million Ordinary Shares of no par value in the capital of TMP and the
reimbursement to Gatward of certain historical expenditure obligations under the
Licence to the sum of US$2,000,000. The Ordinary Shares to Gatward will rank
pari passu with the existing Ordinary Shares in issue.
TMP has also agreed to pay to Gatward a further amount of up to US$3,000,000 in
cash if the gold mineral reserves in the Adjaria Gold Project exceeds 250,000oz
on the basis of a US$10 payment for each ounce over 250,000oz. TMP has also
agreed to pay to Gatward a net smelter royalty of 2% per year on sales of all
minerals, ores or refined products, excluding gold produced under the licence
provided that TMP has the right to terminate that royalty against a once off
payment of US$2,500,000 at any time.
DISCLOSURE
One of the Company's Directors, John Stalker, is also a director of and a 95%
shareholder of Gatward. Mr Stalker's son, Craig Stalker, holds 0.95%, for his
own account of the issued share capital of TMP. Mr Stalker holds options over a
total of 2,000,000 Ordinary Shares in TMP. Mr Stalker did not participate in the
vote for either company in relation to the Acquisition Agreement. Both TMP and
Gatward's boards (excluding Mr Stalker) have unanimously resolved that this
transaction is in the best interest of both companies. The board of Templar
(excluding Mr Stalker) having consulted Beaumont Cornish Limited with respect to
the AIM Rules consider that the terms of the Acquisition are fair and reasonable
insofar as the shareholders of Templar are concerned.
APPLICATION TO AIM
Application has been made for the 25,000,000 Ordinary Shares to be issued to
Gatward to be admitted to trading on AIM and trading in such shares is expected
to commence on 7 September 2007.
TEMPLAR BACKGROUND
Templar was established earlier 2007 for the purpose of making investments and/
or acquisitions in the natural resources sector, which may include exploration,
development or production projects in the minerals, base metals, precious metals
or hydrocarbons sectors
QUALIFIED PERSON
The information in this announcement that relates to historical mineral resource
estimates was based on information compiled and sourced from Georgia. That
information was reviewed and reported upon by Venmyn under the direct guidance
Mr. Andrew Neil Clay M.Sc. (Geol.), M.Sc. (Min. Eng.), Dip. Bus. M., FAusIMM,
MSAIMM, FGSSA, Pr. Sci. Nat.,MAIMA, M.Inst.D., MAAPG. Mr Clay, who is a director
of Venmyn which is an international independent consultancy firm, and has
sufficient experience relevant to the style of mineralisation and type of of
deposit under consideration and to the activity which he is undertaking, to
qualify as a Qualified Person for the purposes of this announcement. Mr. Clay
has consented to the inclusion in this announcement of his name in the form and
context in which it appears.
For further information please contact:
Templar Minerals Limited - David Lenigas (Chairman) Tel: (0) 20 7016 5100
Beaumont Cornish Limited - Roland Cornish Tel: (0) 20 7628 3396
This information is provided by RNS
The company news service from the London Stock Exc
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