TIDMMAFL
RNS Number : 6254W
Mineral & Financial Invest. Limited
02 August 2018
The following amendments have been made to the 'Disposal by
Investment Company' announcement (RNS Number: 6174W) released on 2
August 2018 at 09:31AM:
The following sentence:
Following this transaction, in which TH Crestgate have acquired
a shareholding in Ascendant Resources, the combined direct and
indirect interests in Ascendant Resources by MAFL is now 22%.
Has been replaced with:
Following this transaction, in which TH Crestgate have acquired
a shareholding in Ascendant Resources, the combined direct and
indirect interests in Ascendant Resources by MAFL is now 2.2%.
All other details remain unchanged. The full amended text is
shown below.
Mineral and Financial Investments Limited
("MAFL" or the "Company")
Disposal by Investment Company
HIGHLIGHTS:
-- Earn-in transaction agreed between TH Crestgate and Ascendant
Resources Inc on Lagoa Salgada zinc-copper project located in
Portugal
-- Initial 25% of Lagoa Salgada sold for US$2.45 million in cash and shares in Ascendant
-- Ascendant may increase its ownership to 50% by investing
US$9.0 million within 48 months and paying TH Crestgate US$3.5
million
-- Ascendant can increase it ownership to 80% by completing a
feasibility study and making a US$2.5 million cash payment to TH
Crestgate
-- TH Crestgate, assuming a full earn-in, will have secured cash
payments totaling US$8.6 million, and a full feasibility study on
Lagoa Salgada inside 54 months
-- The agreement, if fully exercised, would leave TH Crestgate
with a carried interest to production.
Mineral & Financial Investments is pleased to confirm that
TH Crestgate GmbH ("Crestgate"), a company in which MAFL hold a 49%
investment stake, and a private Swiss-based investment company has
entered an agreement with Ascendant Resources Inc ("Ascendant") for
the sale of 25% of its 100% owned subsdiary Redcorp Empreendimentos
Mineiros Lda. ("Redcorp") and simultaneously agreed to an Earn-in
Option agreement.
Redcorp owns and operates the Lagoa Salgada zinc-copper project
in Portugal.
Summary of the Transaction for TH Crestgate
In the first part of the transaction Ascendant acquired an
initial effective 25% interest for an upfront payment of US$2.45
million composed of US$800,000 in cash (US$400,000 on closing of
the transaction and US$400,000 on July 15, 2018) and US$1.65
million in Ascendant shares. The second part of the Agreement is an
Earn-in Option which has a minimum total value, if fully exercised,
of US$15.0 million. Earn-in transaction terms are as follows:
-- Ascendant has the right to earn a further effective 25%
interest via staged payments and funding obligations as outlined
below:
o Investing a minimum of US$9.0 million directly in the
operating company, Redcorp within 48 months of the closing date, to
fund exploration drilling, metallurgical test work, economic
studies and other customary activities for exploration and
development, and
o Making payments totaling US$3.5 million to Crestgate according
to the following schedule or earlier:
-- 6 months after the closing date: US$0.25 million
-- 12 months after the closing date: US$0.25 million
-- 18 months after the closing date: US$0.5 million
-- 24 months after the closing date: US$0.5 million
-- 36 months after the closing date: US$1.0 million
-- 48 months after the closing date: US$1.0 million
-- Ascendant then has the option to earn an additional 30%,
totaling an 80% interest in Redcorp, the operating subsidiary, by
completing a Feasibility study within 54 months and making a
further payment of US$2.5 million to Crestgate.
-- Ascendant will fund all development and future construction
costs and recoup Crestgate's share of investment through cash flow
until repaid.
-- First-Right of refusal, 'tag-along', 'drag-along' and other sale and exit provisions.
-- Additional terms as standard in such transactions.
-- The Redcorp board composition will be 50/50 to the full earn-in of 80%
-- An operating committee will lead Redcorp's operations. The
operating committee will composed by Ascendant rand will report to
the Redcorp Board of Directors.
Impact of the transaction on MAFL
Prior to the transaction, Mineral and Financial directly held
550,000 shares of Ascendant Resources common shares as part of its
investment strategy (approximately 0.7% of then issued share
capital). Following this transaction, in which TH Crestgate have
acquired a shareholding in Ascendant Resources, the combined direct
and indirect interests in Ascendant Resources by MAFL is now 2.2%.
At this stage there is no further impact on Mineral &
Financial.
Jacques Vaillancourt, Chairman of Mineral and Financial, stated
that -"We are very pleased that TH Crestgate has entered into this
partnership with Ascendant Resources Inc, a growing zinc mining
company, in which Lagoa Salgada represents a highly synergistic
zinc development asset. Ascendant's leadership team has a track
record of creating significant value for shareholders. This
partnership ticks all of the boxes for TH Crestgate and
Ascendant."
About TH Crestgate
TH Crestgate GmbH, is a private Swiss investment company in
which MAFL hold a 49% stake. TH Crestgate owns and operates Lagoa
Salgada Zinc project 100km SE of Lisbon, through its Portuguese
subsidiary Redcorp Empreedimentos Mineiros Lda. The deposit's
resource tonnage was increased by 114% to 9.62Mt in January 2018,
on in-fill drilling at LS-1 and new resource at LS-1 Central
Sectors. Lagoa Salgada is now the 3rd largest known
zinc-lead-copper deposit in Portugal, after the Neves Corvo and
Aljustrel mines. The location of the Lagoa Salgada project on the
Iberian Pyrite Belt (IPB), just north of the 250Mt Aljustrel mine
and to the east of the old Lousal mine, that operated from 1900 to
1988, shows that the ore bodies in the area have very large scale
and long life potential. The mineralogical study completed recently
highlighted the presence of significant tin in the gossan cap of
the LS-1 deposit. The Company is reviewing the resource potential
of the high-grade tin assays in the gossan cap which overlays the
LS-1 deposit.
About Ascendant Resources Inc.
Ascendant (ASND:TSX) is a Toronto-based mining company focused
on its 100%-owned producing El Mochito zinc, silver and lead mine
in west-central Honduras, which has been in production since 1948.
After acquiring the mine in December 2016, Ascendant implemented a
rigorous optimization program aimed at restoring the historic
potential of the El Mochito mine. In 2017, the Company successfully
completed the operational turnaround it set out to achieve with
sustained production at record levels and profitability restored.
The Company now remains focused on cost reduction and further
operational improvements to drive robust free cash flow in 2018 and
beyond. Ascendant is also focused on expanding and upgrading known
resources through extensive exploration work for near-term growth.
With a significant land package of 11,000 hectares and an abundance
of historical data there are several regional targets providing
longer term exploration upside which could lead to further resource
growth. The Company is also engaged in the evaluation of producing
and development stage mineral resource opportunities, on an ongoing
basis. The Company's common shares are principally listed on the
Toronto Stock Exchange under the symbol "ASND". For more
information on Ascendant Resources, please visit our website at
www.ascendantresources.com.
For more information:
Katy Mitchell, WH Ireland Limited +44 161 832 2174
Jon Belliss, Novum Securities Limited +44 207 399 9400
Jacques Vaillancourt, Mineral & Financial Investments Ltd. +44 780 226 8247
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISSSWSAEFASEIA
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