JERSEY, UK, Feb. 14, 2018 /CNW/ - Tethyan Resources
plc (TSXV:TETH) ("Tethyan" or the
"Company") is pleased to announce that it has entered into a
binding letter of intent (the "LOI") dated February 12, 2018 with Balkan Minerals Limited
("Balkan") and its sole shareholder, Dr. Radomir Vukcevic, with respect to the proposed
acquisition by Tethyan (the "Transaction") of all the shares
of Balkan's wholly-owned Serbian subsidiary Taor d.o.o,
("Taor").
Taor holds two exploration licenses totalling approximately 100
square kilometres (the "Taor Licenses") situated adjacent to
Tethyan's optioned Suva Ruda license in the historic Raška lead and
zinc mining district in Southern Serbia (Figure 1). The Taor
Licenses were issued in April 2016
and are valid for an initial period of three years, with the right
to be renewed for an additional five years to April 2024, at which point the Mining Law of
Serbia requires application for a mining permit.
Upon completion of acquisition of Taor, Tethyan, will own or
hold an option over approximately 300 square kilometres in this
significant historical mining district with multiple known yet
under-explored copper-gold and lead-zinc-silver historical
resources and exploration prospects.
Summary of the Proposed Transaction
The LOI provides that Tethyan will have a period of forty days
to negotiate, on an exclusive basis, and enter into a definitive
share purchase agreement (the "SPA") pursuant to which
Tethyan would:
- Issue 7,000,000 ordinary shares of Tethyan and pay €125,000 in
cash to Dr. Vukcevic on closing of the Transaction;
- Pay €125,000 in cash to Dr. Vukcevic within three months of
closing of the Transaction; and
- Issue 5,000,000 ordinary shares of Tethyan to Dr. Vukcevic on
the 12 month anniversary of closing of the Transaction.
All Tethyan shares issued pursuant to the Transaction will be
subject to a statutory hold period of four months and one day
following the date of issuance thereof. In addition, the two
tranches of ordinary shares of Tethyan to be issued will be subject
to a contractual lock-up period of twelve months following their
issue to Dr. Vukcevic, during which these shares may not be
transferred.
The closing of the Transaction is subject to various conditions,
including the completion by Tethyan of satisfactory due diligence,
and the approval of the Transaction by Tethyan's board of directors
and shareholders and the TSX Venture Exchange. Following the
execution of the SPA, if concluded, the Company intends to hold a
meeting of its shareholders for purposes of seeking shareholder
approval of the Transaction and to deliver to shareholders an
information circular containing additional details of the
Transaction.
On closing of the Transaction, Tethyan intends to appoint Dr.
Vukcevic as a director of the Company and engage him as a
consultant with the responsibility for overseeing the technical
development of Tethyan's exploration projects. Dr. Vukcevic has
agreed to provide Tethyan with a first right of refusal to acquire
all mineral and mining opportunities which are or become known to
him within Serbia, Bulgaria,
Kosovo, Macedonia, Albania and Romania.
Dr.Vukcevic has a distinguished 35-year career in creating and
developing engineering, technical and equipment solutions for the
international mining industry. He holds a PhD in metallurgy from
the Technical University of Clausthal, Germany, and a bachelor and master's degree in
metallurgy, and, has many industrial patents for mining-related
technologies. Dr. Vukcevic has taught metallurgy at a number of
universities, he was associate professor and professor at RMIT
University in Melbourne,
Witwatersrand University in Johannesburg and the University of
Western Australia in Perth. Dr. Vukcevic's has held a number of
senior international positions including: General Manager, Large
Equipment and Construction Materials with Alcoa World Alumina in
Melbourne, Perth, and Pittsburgh; General Manager, Equipment, at
Murrin Murrin, one of the world's largest nickel laterite and
cobalt processing facilities; CEO/Principal, Mineral Processing and
Marketing, with Australia Ltd.; and Chairman of the Supervisory
board of the Niksic Steel Mill a specialty steel plant in
Montenegro.
Dr. Vukcevic has also agreed to enter into a relationship
agreement with the Company which will, among other things, procure
that the voting rights attached to the shares will be exercised in
such a manner as to ensure that the Company will carry on its
business independently of Dr. Vukcevic and for the benefit of all
shareholders, and that he will not, without the Company's consent,
purchase additional shares in the Company if doing so would cause
his ownership in the Company to exceed 19.9% of its issued and
outstanding share capital.
About Tethyan
Tethyan Resources plc is a gold and base metal mineral
exploration company incorporated in England & Wales. Tethyan Resources is focused on the
Tethyan Metallogenic Belt in Eastern
Europe, mainly Serbia, where it is acquiring and exploring a
portfolio of quality precious and base metals projects with known
mineralisation and compelling drill targets.
Tethyan emphasises responsible engagement with local communities
and stakeholders, and is committed to proactively implementing Good
International Industry Practice (GIIP) and sustainable health,
safety and environmental management.
More information can be found on our website:
www.tethyan-resources.com.
Qualified person
The technical information in this news release has been reviewed
by Tethyan's Senior Vice-President Exploration and Development,
Peter Mullens, FAusIMM, who is a
Qualified Person as defined by National Instrument
43-101.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Statements
This news release contains forward-looking statements
relating to expected or anticipated future events and anticipated
results that are forward-looking in nature, including with respect
to the Transaction and any completion thereof, and, as a result,
are subject to certain risks and uncertainties, such as the
completion of due diligence, board and shareholder approval and
regulatory approval, general economic, market and business
conditions, new legislation, uncertainties resulting from potential
delays or changes in plans, political uncertainties, and the
state of the securities markets generally. Actual results achieved
may vary from the information provided herein as a result of these
known and unknown risks and uncertainties.
SOURCE Tethyan Resources PLC