TIDMBNR
RNS Number : 9182X
Blenheim Natural Resources PLC
30 November 2017
30 November 2017
Blenheim Natural Resources Plc
("Blenheim" or "the Company")
Increased West African Lithium Exposure Achieved through
Transformational Deal
Blenheim is pleased to announce that it has entered into an
agreement with Future Fuels Holdings Inc ("FFH") to acquire a 40%
equity interest in Xantus Inc ("Xantus") (the "Transaction").
Xantus has assembled a portfolio of highly prospective permits
covering in excess of 1,500 sq km in Mali and Niger, countries
recognised as having the potential to contain significant lithium
deposits
Blenheim has previously acquired a 40% equity interest in Mansa
Lithium Inc ("Mansa"), a subsidiary of Xantus, as announced by
Blenheim on 26 July 2017. As part of the Transaction this
investment into Mansa will be rolled up so that Mansa becomes a
wholly-owned subsidiary of Xantus.
The consideration for the acquisition of the 40% interest in
Xantus is the issue of 125,000,000 ordinary shares of 0.1 pence
each in the capital of Blenheim ("Ordinary Shares") to FFH and the
transfer of the shares held by Blenheim in Mansa to Xantus.
This transaction provides Blenheim with a 40% interest in 2
further permits in Mali and 4 permits in Niger as well as a direct
investment into Xantus which is party to an option agreement with
La Societe Omnium Invest SA. These permits, combined with the
Company's interests in the existing portfolio of 4 permits held by
Xantus and Nashwan Holdings Limited, represent a significant land
holding of Lithium focused permits in West Africa.
Highlights:
40% Interest acquired in the following permits -
- 2 permits at Dieba North and Soumaya in Mali (200km(2) ) These
Mali permits are north of the Birimian licence where significant
lithium deposits have been discovered
- 4 permits at Bongou, Diblio, Dingoaba and Namaga 2 in Niger
(1,000km(2) ). Niger permits have a historical Lithium deposit
identified from the 1960's
Chris Ells, Blenheim's Chairman, commented, "These are exciting
times at Blenheim as the Company increases its exposure to large
scale lithium permits in what is rapidly emerging as a major new
Lithium Belt. The ability to gain access to highly prospective
licence areas, with a group who are experienced operators in the
West African region, is a positive combination. Blenheim continues
its focus on 'next generation' resources, including lithium, cobalt
and nickel , which are in high demand due to the predicted future
global growth in the Electric Vehicle market.
Work will now be undertaken to prioritise the identified
pegmatites for further quantification and potential development.
The Xantus portfolio is strategically positioned between and
contiguous to the licence areas of the two other significant
regional listed exploration groups which have identified exciting
prospects. Blenheim looks forward to developing a relationship with
the Xantus team and delivering regular news on progress as the
Company looks to implement its investment strategy and build
shareholder value."
Transaction Structure
Blenheim has entered into an agreement with Future Fuels
Holdings Inc ("FFH") to acquire a 40% equity interest in
Xantus.
The consideration for the acquisition is the issue of
125,000,000 Ordinary Shares to FFH and the transfer of the shares
held by Blenheim in Mansa to Xantus. These new Ordinary Shares will
be subject to a lock-in period of six months.
Xantus has two subsidiaries, Xantus Mali Sarl (wholly owned) and
Mansa Lithium Inc ("Mansa").
Blenheim has previously acquired a 40% equity interest in Mansa
Lithium Inc ("Mansa"), a 60% held subsidiary of Xantus, as
announced by Blenheim on 26 July 2017. As part of the Transaction
this shareholding into Mansa will be rolled up so that Mansa
becomes a wholly-owned subsidiary of Xantus.
The Transaction provides Blenheim with an interest in the
following:
Xantus Mali Sarl - this company holds two exploration permits,
Dieba North and Soumaya
Xantus - is party to an option agreement with La Societe Omnium
Invest SA (further details of such option agreement are detailed in
the announcement by Blenheim on 3 July 2017)
Xantus - directly holds exploration licences in Niger for
Bongou, Diblio, Dingoaba and Namaga.
Closing of the transaction is conditional upon the transfer of
the shares held by Blenheim in Mansa to Xantus and updated local
law confirmations regarding the companies within the Xantus
group.
Mali Exploration Permits
Dieba North and Soumaya exploration permits in Mali are wholly
owned by Xantus Mali Sarl. The permits areas are respectively
85km(2) and 100km(2) in size and were granted in 2017 on a standard
3 year exploration term with the right to extend twice for a
further 2 years. Dieba North directly adjoins to the north of the
Dieba permit (already under agreement with Blenheim) which borders
Birimian's Goulamina Lithium discovery. Soumaya is located to the
north of Dieba North.
With regards to the Dieba, Nimissila, Meniambala and Djidje
exploration permits held via Xantus, Xantus Mali Sarl and Mansa
Lithium Inc, the three stage exploration targeting programme is
being undertaken.
Stage 1 comprised Geophysical and GIS surveys across the license
areas to identify 'weights of evidence' targets across the licences
in the Bougouni region of Southern Mali. 15 priority targets were
identified and have been followed up with field geological mapping
and sampling. (Details were announced by the Company on 16 October
2017.)
Stage 2 comprising a field work programme is nearing completion.
Geological information, data capture and map work has been
completed. Outcropping has been identified during the Stage 2
programme and nearly 100 prospective pegmatite grab samples have
been taken. Samples will be processed by SGS Bamako for ICP-MS
analysis. Results are expected at earliest in January 2018.
The Stage 2 field work programme will produce a report
containing GIS exploration mapping of outcrops and structural
occurrence of significance, a validated database of sample
locations and assay results plus interpretation of the data to
identify targets for auger drilling.
Stage 3 will comprise auger drilling on an 800m x 100m grid over
the identified target areas and is expected to commence early in
2018.
Niger Licences
The four licences in Niger, at Bongou, Diblio, Dingoaba and
Namaga, are located in adjoining blocks and are situated 170km from
the capital city, Niamey. In the 1960's work was carried out which
showed a potential Lithium deposit of 350,000 tonnes of up to 2%
LiO2.
Xantus financials
Xantus was incorporated in August 2016 and has not filed
accounts to date. Unaudited management accounts for the company
show a loss of $19,000 for period ended 30 October 2017, and gross
assets of $722,000.
Related Party Transaction
Xantus was, within twelve months of the date of this
announcement, a substantial shareholder of the Company and as such
is regarded as a related party of the Company for the purposes of
the AIM Rules for Companies. As its parent company Future Fuels
Holdings Inc is an associate of Xantus and is also regarded as a
related party. The 100,000,000 Ordinary Shares previously held by
Xantus have been distributed to the shareholders of Future Fuels
Holdings Inc such that they together currently own these Ordinary
Shares, which represent 10.8% of Blenheim's issued ordinary share
capital. The Transaction is a related party transaction under AIM
Rule 13.
The directors, all of whom are independent of Future Fuels
Holdings Inc, consider, having consulted with SPARK Advisory
Partners Limited, the Company's nominated adviser, that the terms
of the transaction are fair and reasonable insofar as its
shareholders are concerned.
Admission to Trading
Application will be made for the 125,000,000 new Ordinary Shares
to be admitted to trading on AIM, which is expected to take place
on or around Tuesday 5 December 2017. The shares will, on
Admission, rank pari passu in all respects with all other Ordinary
Shares.
Total Voting Rights
Following admission of shares to trading on AIM, the Company's
enlarged issued share capital will comprise 1,051,174,497 Ordinary
Shares. The Company does not hold any shares in treasury.
Therefore, the total number of Ordinary Shares with voting rights
will be 1,051,174,497. This figure may be used by shareholders in
the Company as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Extension of Nimissila Option Agreement
On 3 July 2017 the Company announced that Mansa had acquired the
right to acquire an initial 80% indirect interest in the Nimissila
exploration permit ("Nimissila Permit") in southern Mali owned by
La Societe Omnium Invest SA ("Omnium"). At that time Omnium granted
Xantus an option to acquire an initial interest of 80% in the
Nimissila Permit (which could increase to 100%) for US$150,000
until 16 December 2017 during which time Xantus had the exclusive
right to explore and evaluate the permit area. Xantus has paid
Omnium $7,500 in return for extending this option period by 6
months to 16 June 2018.
Ends
For further information please contact:
Chris Ells Blenheim Natural Resources Plc +44 (0)1622 844601
Spark Advisory Partners Limited
Neil Baldwin/Mark Brady (Nominated Adviser) +44(0)203 368 3554
Nick Emerson SI Capital Ltd (Broker) +44 (0)1483 413500
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
MSCEAAFNAAPXFAF
(END) Dow Jones Newswires
November 30, 2017 02:01 ET (07:01 GMT)
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