HIGHLIGHTS
Agreement signed to acquire the Glenburgh Gold Project and the Mt Egerton Gold Project, located in Western Australia, from Spartan Resources Limited (ASX: SPR).
Acquisition transforms Benz into a multi-jurisdictional gold focused company, aligned with the Company's strategy of growing and developing high-grade gold assets in top-tier mining regions.
Glenburgh has a granted mining lease and a Mineral Resource Estimate of 16.3Mt at 1g/t Au for 510,100 ounces within an 786km2 largely untested package.1
Transaction complements and strengthens Benz's existing high-grade resource at Eastmain, which currently stands at 5.1Mt at 6.1g/t Au for 1,005,000 ounces.2
Benz plans to apply proven advanced geoscientific techniques to unlock the high-grade gold potential at Glenburgh and Mt Egerton; two high-growth-potential projects that have been largely underexplored by modern exploration techniques.
While previous exploration efforts at Glenburgh focused on shallow lower-grade open pit resources, Benz will focus on the vast underexplored high-grade potential. Recent results from high-grade Zone 126 deposit at Glenburgh illustrates wide high-grade zones open in all directions:
8m at 11.6g/t Au
28m at 5g/t Au
24m at 9.1g/t Au
14m at 8.9 g/t Au
Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery.
The Mt Egerton Project, also on granted mining leases, includes the high-grade Hibernian Underground Mine. Previous high-grade intercepts for immediate follow up include:
5m at 96.7g/t Au
4m at 91.9g/t Au
4m at 75.3g/t Au
11m at 42.5g/t Au
To fund the Acquisition, Benz will use existing cash and funds raised from a placement to sophisticated, professional and institutional investors for which the Company has received firm commitments for approximately A$4 million (before costs).
Spartan will become a strategic cornerstone shareholder, owning approximately 15% of Benz upon completion of the transaction, and will provide ongoing geological support to Benz.
Spartan's General Manager, Nick Jolly, to join the Board as Spartan's Director-elect.
Toronto, Ontario--(Newsfile Corp. - November 5, 2024) - Benz Mining Corp. (ASX: BNZ) (Benz or the Company) is pleased to announce it has entered a binding, conditional share purchase agreement (SPA) to acquire 100% of the Glenburgh Gold Project (Glenburgh) and Mt Egerton Gold Project (Mt Egerton) (together, the Projects) located in the Gascoyne region of Western Australia from Spartan Resources Limited (ASX: SPR) (Spartan) (Acquisition). Completion of the Acquisition is subject to certain conditions precedent which are summarised in Appendix 1.
In connection with the Acquisition, the Company has also received binding firm commitments from new and existing shareholders of the Company, each of whom is an institutional and/or sophisticated investor, to raise approximately A$4 million (before costs) through a placement of approximately 18.2 million fully paid CHESS Depositary Interests (CDIs), each CDI representing one underlying common share in the Company on a one for one basis (New CDIs) at an issue price of A$0.22 per New CDI (Placement).
Benz Executive Chairman, Evan Cranston, commented:
"We are delighted to announce this strategic acquisition for Benz, marking our evolution into a multi-jurisdictional, pure gold-focused company. The addition of the Glenburgh and Mt Egerton Gold Projects in Western Australia, alongside our high-grade Eastmain Gold Project in Quebec, solidifies our position as a leading explorer in premier gold regions.
"At Glenburgh, with its historical Mineral Resource of 16.3Mt at 1g/t Au for 510,100 ounces of contained gold, we see substantial untapped potential. Our focus will be on the high-grade zones that remain underexplored, applying advanced geological techniques to unlock the Project's full value. Mt Egerton, which includes the high-grade Hibernian Underground Mine, adds significant opportunity for rapid high grade resource growth through targeted exploration.
"We welcome Spartan as a strategic cornerstone investor with aligned interests to extract value from these great projects. We thank our loyal shareholders for their continued support and welcome new shareholders to an exciting journey ahead."
Spartan Interim Executive Chairman, Simon Lawson, commented:
"We're excited to partner with Benz to unlock the incredible potential of the Glenburgh and Mt Egerton assets as well as gaining exposure to the incredibly high-grade opportunity at Benz's Eastmain Gold Project. Bring on the results!"
Figure 1: Regional Location of Glenburgh and Mt Egerton Projects.
Details of the Placement
The Placement is being made to sophisticated and institutional investors (within the meaning of the Corporations Act 2001 (Cth)). The New CDIs will be issued using the Company's existing capacity under ASX Listing Rule 7.1. Accordingly, shareholder approval is not required to undertake the Placement.
The issue price represents a 10.97% discount to the 5-day volume-weighted average price of the Company's CDIs prior to the date of this announcement.
Net proceeds raised from the Placement will be used to:
- Complete the Acquisition;
- Support a rapid scale-up in gold exploration activities, including resource drilling and regional exploration target generation activities on the Glenburgh and Mt Egerton Projects; and
- General working capital.
The Placement is not conditional on completion of the Acquisition. If the Acquisition does not complete, the funds raised from the Placement will be used to undertake drilling activities on the Company's Eastmain Project and for general working capital purposes.
The New CDIs offered under the Placement are expected to be issued and commence trading on the ASX on or about 14 November 2024 and, upon issue, will rank equally with existing CDIs on issue. Euroz Hartleys Limited (Euroz Hartleys) acted as Sole Lead Manager and Bookrunner to the Placement. The Company will pay Euroz Hartleys a fee equal to 6% of the gross proceeds of the Placement.
Acquisition Overview and Strategic Rationale
Benz has entered into the SPA to acquire a 100% interest in each of Gascoyne Resources (WA) Pty Ltd (Gascoyne) (the owner of the Glenburgh Project) and Egerton Exploration Pty Ltd (Egerton) (the owner of the Mt Egerton Project) from Spartan. The Projects are considered to be highly prospective for gold and are complementary to Benz's strategy to generate value from underexplored gold assets in Tier 1 jurisdictions. The Company's strategic rationale for the Acquisition:
- The Projects are complementary to Benz's existing Eastmain high-grade gold asset: The Eastmain Project remains an exciting growth and development opportunity for the Company, with 1,005,000 ounces at 6.1g/t Au. The addition of Glenburgh and Mt Egerton is a strategic decision to expand our growth opportunities in a market environment where gold prices are reaching all-time highs.
- Australian gold projects offer premium valuation multiples.
- Ability to leverage and apply Benz's expertise: Benz's application of high-grade metamorphic terrane knowledge to Glenburgh is a key differentiator, leveraging expertise to unlock the true value and mineral endowment of the Glenburgh Project.
- Bolstering Board and adding significant technical capability: Spartan's General Manager, Nick Jolly, will join Benz as a Non-Executive Director on closing of the Acquisition. Nick has been instrumental in Spartan's transformational discovery at Dalgaranga and will provide a wealth of knowledge and expertise to Benz. Spartan to also advise Benz through a technical advisory team and assist with ongoing exploration across Glenburgh and Mt Egerton.
- Strategic Alignment with Spartan Resources: Spartan will hold an approximate 15% stake in Benz post completion of the Acquisition and Placement (together, the Transaction), closely aligning their interests with Benz, enhancing collaboration and mutual benefit.
OVERVIEW OF THE PROJECTS
Glenburgh: Initial JORC 2012 Mineral Resource Estimate: 16.3Mt at 1.0g/t Au (510,100 ounces contained gold)
Glenburgh is a substantial 786km2 land package situated 250km east of Carnarvon, Western Australia. Strategically positioned near the craton margin suture zone between the Glenburgh Terrane and the Yilgarn Craton, hosted within a Paleoproterozoic metamorphic gneiss belt.
Huge exploration upside over 50km of strike: 786km2 over highly fertile craton margin, metamorphic belt terrane. Limited gold exploration plays of this size in WA.
Metamorphic belts - next generation of discoveries: The potential of the gneissic metamorphic belts surrounding the Yilgarn craton were only recognised in the last few decades - they remain highly underexplored presenting a substantial opportunity.
Target package identified: Generally characterized by ~100-metre-thick horizon of gneissic rocks with anomalous gold mineralisation encompassing significant high-grade gold zones.
Mining lease in place: A massive permitting hurdle already cleared.
Tropicana look-a-like: Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery. Primed for Australia's next Tropicana style discovery.
Figure 2: Geology overview of the Glenburgh Project
High-Grade Exploration Focus
Benz's immediate exploration efforts will concentrate on the high-grade zones within the interpreted "Target Package" (see Figures 2 and 3). Six high-priority targets with shoots exceeding 50 gram-metres (Icon, Apollo, Shelby, Hurricane, Zone 102, Zone 126) have been identified within the existing resource footprint, presenting a compelling opportunity for rapid high grade resource expansion. Importantly, drilling on average has only tested the top 100m from surface, leaving incredible upside potential at depth.
5km Soil Anomaly
In addition to these high-grade zones, the Glenburgh Project features an exciting 5km long, 100 ppb geochemical gold anomaly indicating the continuation of the main mineralising structure along strike. Benz's geological modelling indicates that the prospective Target Package will likely extend through this area, but at a shallow plunge to the northeast beneath surface cover rock. Current shallow drilling efforts to test this anomaly would have been ineffective. The Target Package is modelled to be present between 100-200m depth. This presents an exciting opportunity to delineate an additional 5km of target package and associated high-grade zones.
Zone 126 - High-Grade Gold
Drilling results from high-grade Zone 126 deposit at Glenburgh illustrates wide high-grade zones open in all directions:
- 8m at 11.6g/t Au
- 28m at 5g/t Au
- 24m at 9.1g/t Au
- 14m at 8.9 g/t Au
Figure 4: Long section of Zone 126 at Glenburgh Project
Rapid targeting with geophysics
Strong association between high-grade lodes and increased sulphide mineralisation, enabling potential for downhole electromagnetic (EM) targeting. This relationship can enable downhole EM techniques to rapidly accelerate discoveries and extension of high-grade shoots.
Figure 5: Cross section A-A at Zone 126, Glenburgh Project
Preliminary metallurgical results
In 2013, Asburton Hall Metallurgical Consulting managed test work performed at ALS. Three recovery tests were conducted on 1kg sub samples of homogenised RC chips from hole VRC579 metres 210 to 240 (Zone 126).
The samples were subjected to a primary grind of 75μm, then put through a Knelson concentrator for gravity recovery. The gravity tail was then subjected to standard cyanide bottle roll leach test with residence of 24 hours. The results demonstrated an average extraction recovery of 96.8% after 24 hours. The results are summarised in Table 1 below. These results show very encouraging metallurgical characteristics, with a high percentage of gravity recovery gold.
Table 1: Gold Extraction Results for Zone 126 Composite
Test ID | Primary Grind Size (μm) | Gravity Gold Recovery (%) | Total Gold Extraction (%) |
JS1988 | 75 | 58.2 | 97.4 |
JS2194 | 75 | 72.6 | 97.6 |
JS2195 | 75 | 75.9 | 95.4 |
Average | - | 68.9 | 96.8 |
Mt Egerton Gold Project
Mt Egerton comprises two granted mining leases and five exploration licenses, covering a total area of 179.59km2 in the Lower Proterozoic Egerton inlier. Located in the Gascoyne province, approximately 200km northwest of Meekatharra, the Project hosts the high-grade Hibernian Mine and the Gaffney's Find prospect.
Previous drilling at Mt Egerton has revealed exceptional high-grade intercepts, including:
- 5m at 96.7g/t Au
- 4m at 91.9g/t Au
- 4m at 75.3g/t Au
- 11m at 42.5g/t Au
These intercepts are associated with quartz veining in shallow southwest-plunging shoots. The Hibernian Mine, which has only been drill-tested to a depth of 70m, shows strong potential for expansion through deeper drill testing and targeting new shoot positions.
In addition to depth extension potential at the Hiberinan Mine, there is a roughly 8km strike extension to the Hibernian trend under shallow cover that remains underexplored.
Mt Egerton hosts an initial Mineral Resource Estimate of 0.28Mt at 3.1g/t Au for 27,000 ounces.3 The resource is within trucking distance to several operating mills for potential toll treating options.
Figure 6: Mt Egerton Project geology overview
For more information relating to the Glenburgh and Mt Egerton Projects, please click on the following link:
Next Steps
Benz and Spartan are actively working to fulfil the remaining conditions precedent to the Acquisition (see Appendix 1 for details), paving the way for an exciting new chapter in this partnership.
In parallel with finalising the transaction, Benz is conducting a detailed geological analysis using advanced lithogeochemistry. This approach will enable Benz to identify key target horizons and generate high-conviction drill targets, setting the stage for a maiden drill program at the Glenburgh Project in Q1, 2025.
We look forward to sharing more details on our forward exploration strategy in the coming weeks as we continue to build momentum on these exciting developments.
This announcement has been approved for release by the Board.
For more information please contact:
Mark Lynch-Staunton
Chief Development Officer
Benz Mining Corp.
E: mstaunton@benzmining.com
T: +61 8 6143 6702
About Benz Mining Corp.
Benz Mining Corp. (TSXV: BZ) (ASX: BNZ) is a pure-play gold exploration company dual-listed on the TSX Venture Exchange and Australian Securities Exchange. The Company owns the Eastmain Gold Project in Quebec, with a NI 43-101 and JORC (2012) compliant mineral resource of 1,005,000 ounces at 6.1g/t Au, showcasing Benz's focus on high-grade, high-margin assets in premier mining jurisdictions.
On 6 November 2024, Benz announced a binding agreement to acquire the Glenburgh and Mt Egerton Gold Projects in Western Australia from Spartan Resources Limited (ASX: SPR). This acquisition, once completed, will mark a transformational step, establishing Benz as a multi-jurisdictional gold exploration company with a focus on unlocking value in underexplored assets. The Glenburgh Project features a Mineral Resource Estimate of 16.3Mt at 1.0 g/t Au (510,100 ounces of contained gold).
Benz's key point of difference lies in its team's deep geological expertise and the use of advanced geological techniques, particularly in high-metamorphic terrane exploration. The Company aims to rapidly grow its global resource base and solidify its position as a leading gold explorer across two of the world's most prolific gold regions.
For more information, visit: .
Historical Mineral Resource Estimates
All mineral resource estimates in respect of the Glenburgh and Mt Egerton Projects in this news release are considered to be "historical estimates" as defined under NI 43-101- Standards of Disclosure for Mineral Projects (NI 43-101). These historical estimates are not considered to be current and are not being treated as such. These estimates have been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC Code) and have not been reported in accordance with NI 43-101. A qualified person (as defined in NI 43-101) (Qualified Person) has not done sufficient work to classify the historical estimates as current mineral resources. A Qualified Person would need to review and verify the scientific information and conduct an analysis and reconciliation of historical data in order to verify the historical estimates as current mineral resources.
Qualified Person (NI 43-101)
The disclosure of scientific or technical information in this news release is based on, and fairly represents, information compiled by Dr Marat Abzalov. Dr Abzalov, who is a Qualified Person as defined by NI 43-101, and member in good standing as a Fellow of The Australasian Institute of Mining and Metallurgy (#202718). Dr Abzalov has reviewed and approved the technical information in this news release. Dr Abzalov has shares in Benz Mining Corp.
Competent Person's Statement (JORC Code)
The information contained in this announcement that relates to the Exploration Results and Mineral Resource Estimates of the Glenburgh and Mt Egerton Gold Projects, is based on and fairly reflects, information compiled by Dr Marat Abzalov. Dr Abzalov is an independent consultant of the MASSA Geoservices and was engaged by Benz Mining Corp. Dr Abzalov is a Fellow of The Australasian Institute of Mining and Metallurgy (#202718) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration. Dr Abzalov has shares in Benz Mining Corp. Dr Abzalov consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
The Mineral Resource Estimate for the Eastmain Project was previously reported in accordance with Listing Rule 5.8 on 24 May 2023. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and confirms that all material assumptions and technical parameters underpinning the Estimate continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward looking statements" (collectively Forward-Looking Information) as such term is used in applicable Canadian securities laws. Forward-Looking Information includes, but is not limited to, disclosure regarding the Acquisition and the anticipated benefits thereof, planned exploration and related activities on the Glenburgh and Mt Egerton projects, the anticipated timing of completion of the Acquisition and Placement and the planned use of proceeds from the Placement. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipates", "complete", "become", "expects", "next steps", "commitments" and "potential", in relation to certain actions, events or results "could", "may", "will", "would", be achieved. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that all requisite approvals in respect of the Acquisition and the Placement will be received, and all conditions precedent to completion of the Acquisition and Financing will be satisfied, in a timely manner; the Company will be able to raise additional capital as necessary; the current exploration, development, environmental and other objectives concerning the Company's Projects (including Glenburgh and Mt Egerton) can be achieved; and the continuity of the price of gold and other metals, economic and political conditions, and operations.
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at and . Accordingly, readers should not place undue reliance on Forward-Looking Information. The Forward-looking information in this news release is based on plans, expectations, and estimates of management at the date the information is provided and the Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
Appendix 1: Summary of Key Acquisition Terms
The key terms of the Acquisition are summarised in the table below. Consideration for the Acquisition has been structured to include an upfront cash payment and share issuance, as well as deferred milestone payments up to A$6m (cash or shares) subject to the satisfaction of certain resource milestones (for further details, see below). Refer to the Investor Presentation released by the Company on 6 November 2024 for a summary of the key risks in relation to the Acquisition, which is also available on the Company's website at .
KEY ACQUISITION TERMS |
The Company is proposing to acquire a 100% interest in each of Gascoyne Resources (WA) Pty Ltd and Egerton Exploration Pty Ltd from Spartan Resources Limited in accordance with the terms of the SPA for the following consideration:
- A$1 million cash payable to Spartan, with A$500,000 payable upon completion of the Acquisition (Completion) and the remaining A$500,000 payable to Spartan on the date that is 12 months after Completion;
- 33,000,000 fully paid CDIs in the Company (Consideration CDIs) to be issued to Spartan at Completion, and subject to voluntary escrow for a period of 12 months from Completion; and
- Deferred consideration of up to A$6 million, to be paid in cash or issued in fully paid CDIs (Milestone CDIs) (at the Company's election) to Spartan upon Benz satisfying each of the following milestones:
- A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the Projects.
- A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the Projects; and
- A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the Projects,
(together, the Milestone Payments).
If the Company elects to issue Milestone CDIs to satisfy a Milestone Payment, the number of Shares to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's shares and A$0.088 per share. If the Company's 20-day VWAP falls below A$0.088 per share at the time the Milestone Payment is due, the Company may elect to satisfy the Milestone Payment by issuing such number of shares to Spartan (as approved by shareholders at the Company's Annual General Meeting) and the balance of the payment in cash. The Company may only elect to issue Milestone CDIs subject to certain conditions being met, including that any issuance of Milestone CDIs to Spartan will occur before 15 December 2029, following which any Milestone Payment must be paid to Spartan in cash, and the Company having obtained all necessary regulatory and shareholder approvals to issue the relevant Milestone CDIs to Spartan. |
TERMS OF CDIs: The Consideration CDIs and any Milestone CDIs will rank equally with existing shares on issue. |
SPARTAN INVESTOR RIGHTS: From Completion, subject to Spartan (or its related bodies corporate) holding, in aggregate, at least 10% of the Shares on issue (on an undiluted basis):- Spartan is entitled to appoint a nominee director to the Board. If Spartan's holding falls below this threshold, or there is a change of control of Spartan, Spartan must procure that its appointed director resigns from the Board; and
- Spartan has a right to participate in future Benz equity raisings.
Spartan expects to nominate Mr Nicholas Jolly as its nominee director from Completion. |
CONDITIONS PRECEDENT |
Completion of the Acquisition is subject to the satisfaction or waiver of the following conditions precedent.
- the Company obtaining confirmation from ASX that ASX Listing Rule 11.1.3 does not apply to the Acquisition;
- the Company completing an equity raise (Capital Raising) and demonstrating that it has (or will have) A$5 million cash in bank immediately after Completion;
- the Company and Spartan agreeing, in principle, to a preliminary budget for exploration on the Projects for the 24 months immediately following Completion, which will provide for a minimum of A$3 million being spent on exploration on the Projects;
- the Company obtaining all required regulatory approvals including the requisite final acceptance from the TSXV in respect of the Acquisition and the Capital Raising;
- the issuance of the Consideration CDIs are exempt from the prospectus and registration requirements under applicable securities laws; and
- Spartan:
- obtaining a deed of release to secure the release of Gascoyne and Egerton from the Tembo Royalty Deed, Tembo Mortgage and Taurus Royalty Deed (and, if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed, and all conditions precedent in that deed of release having been satisfied or waived;
- procuring that Egerton, Gascoyne and the relevant counterparties enter into new royalty and security arrangements: (A) with the Tembo parties (or Osisko Gold Royalties (Australia) Pty Ltd (Osisko), as applicable) on substantially the same terms as the Tembo Royalty Deed and the Tembo Mortgage; and (B) with Taurus Mining Royalty Fund LP (Taurus) on substantially the same terms as the Taurus Royalty Deed (and if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed);
- procuring that Egerton, Gascoyne and the relevant counterparties enter into a tripartite deed governing the exercise of the respective royalty buy-back rights under the: (A) Tembo Royalty Deed and the new royalty arrangements between Egerton, Gascoyne and Osisko or the Tembo parties (as applicable); and (B) Taurus Royalty Deed and the new royalty arrangements between Egerton, Gascoyne and Taurus, and all conditions precedent in the tripartite deed having been waived, in each case on terms acceptable to Spartan and the Company.
As at the date of this announcement, the conditions precedent contained in paragraphs (a), (c) and (e) have been satisfied. The Company expects to be in a position to satisfy the condition precedent in paragraph (b) following completion of the Placement and the condition precedent in paragraph (d) after its Annual General Meeting which is expected to be held on 17 December 2024. The conditions precedent must be satisfied or waived by no later than 3 February 2025 or such later period as agreed between the parties. |
WARRANTIES: Under the SPA, Spartan has given standard warranties with respect to title, capacity, solvency, compliance with laws and Gascoyne and Egerton's assets. Similarly, Benz has given standard warranties with respect to authority and capacity and compliance with the ASX Listing Rules and the Corporations Act 2001 (Cth). |
TERMINATION: The SPA contains standard termination provisions which provide for either party to terminate the agreement prior to Completion. Termination events include where the conditions precedent have not been satisfied or waived by the 3 February 2025; if either Benz, Spartan, Gascoyne or Egerton suffer an insolvency event; if a party fails to perform and comply, in all material respects, with its material obligations under the SPA, or if a 'Material Adverse Change' occurs in respect to either party. A 'Material Adverse Change' includes any event or circumstance which has, or could be reasonably expected to have, a material adverse effect on the business, assets, liabilities, operations, financial or trading position or prospects of the relevant party as a direct result of, among other things, this announcement and/or implementation of the SPA. |
1 Indicated: 13.5Mt at 1.0g/t Au for 430.7koz; Inferred: 2.8Mt at 0.9g/t Au for 79.4koz
2Indicated: 1.3Mt at 9.0g/t Au for 384koz; Inferred: 3.8Mt at 5.1g/t Au for 621koz
3 Indicated: 0.23Mt at 3.4g/t Au for 25koz; Inferred: 0.04 at 1.5g/t Au for 2koz
Agreement signed to acquire the Glenburgh Gold Project and the Mt Egerton Gold Project, located in Western Australia, from Spartan Resources Limited (ASX: SPR).
Acquisition transforms Benz into a multi-jurisdictional gold focused company, aligned with the Company's strategy of growing and developing high-grade gold assets in top-tier mining regions.
Glenburgh has a granted mining lease and a Mineral Resource Estimate of 16.3Mt at 1g/t Au for 510,100 ounces within an 786km2 largely untested package.1
Transaction complements and strengthens Benz's existing high-grade resource at Eastmain, which currently stands at 5.1Mt at 6.1g/t Au for 1,005,000 ounces.2
Benz plans to apply proven advanced geoscientific techniques to unlock the high-grade gold potential at Glenburgh and Mt Egerton; two high-growth-potential projects that have been largely underexplored by modern exploration techniques.
-
While previous exploration efforts at Glenburgh focused on shallow lower-grade open pit resources, Benz will focus on the vast underexplored high-grade potential. Recent results from high-grade Zone 126 deposit at Glenburgh illustrates wide high-grade zones open in all directions:
8m at 11.6g/t Au
28m at 5g/t Au
24m at 9.1g/t Au
14m at 8.9 g/t Au
Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery.
-
The Mt Egerton Project, also on granted mining leases, includes the high-grade Hibernian Underground Mine. Previous high-grade intercepts for immediate follow up include:
5m at 96.7g/t Au
4m at 91.9g/t Au
4m at 75.3g/t Au
11m at 42.5g/t Au
To fund the Acquisition, Benz will use existing cash and funds raised from a placement to sophisticated, professional and institutional investors for which the Company has received firm commitments for approximately A$4 million (before costs).
Spartan will become a strategic cornerstone shareholder, owning approximately 15% of Benz upon completion of the transaction, and will provide ongoing geological support to Benz.
Spartan's General Manager, Nick Jolly, to join the Board as Spartan's Director-elect.
已簽署協議,從斯巴達資源有限公司(ASX: SPR)收購位於西澳大利亞的Glenburgh Gold Project和Mt Egerton Gold Project。
收購將Benz轉變爲一個多轄區黃金公司,並與公司增長和開發高品位黃金資產的戰略一致,在一流採礦區域內開展業務。
Glenburgh擁有已批准的採礦特許權和一個涉礦概念估計,16.3Mt,平均1g/t Au,共有5,10100盎司,佔據786km2的大部分未經測試的區域。
此交易補充並加強了Benz在Eastmain現有的高品位資源,目前爲51Mt,平均6.1g/t Au,共有1,005,000盎司。
Benz計劃應用成熟的高級地球科學技術,開發Glenburgh和Mt Egerton的高品位黃金潛力;這兩個潛力巨大的項目在現代勘探技術中一直處於未充分開發狀態。
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雖然之前在Glenburgh進行的勘探主要集中在淺層低品位露天資源上,但Benz將專注於廣闊未被充分開發的高品位潛力。近期Glenburgh的高品位126區礦牀的結果顯示,各方向都存在開放的寬高品位區域:
800萬噸,平均11.6g/t Au
2800萬噸,品位5g/t 黃金
2400萬噸,品位9.1g/t 黃金
1400萬噸,品位8.9g/t 黃金
Glenburgh的地質特徵和格局非常類似於世界級的Tropicana黃金髮現。
-
Mt Egerton項目也位於獲得採礦租賃的轄區內,其中包括高品位的Hibernian地下礦井。可立即跟進的上一個高品位攔截包括:
500萬噸,品位96.7克/噸金
400萬噸,品位91.9克/噸金
400萬噸,品位75.3克/噸金
1100萬噸,品位42.5克/噸金
爲了資助收購,Benz將利用現有現金和從專業、專業和機構投資者籌集的資金,該公司已獲得約A$400萬的牢固承諾(在成本前)。
在交易完成後,Spartan將成爲Benz的戰略基石股東,持有約15%的股份,並將繼續向Benz提供地質支持。
Spartan的總經理Nick Jolly將加入董事會擔任Spartan的董事候選人。
Toronto, Ontario--(Newsfile Corp. - November 5, 2024) - Benz Mining Corp. (ASX: BNZ) (Benz or the Company) is pleased to announce it has entered a binding, conditional share purchase agreement (SPA) to acquire 100% of the Glenburgh Gold Project (Glenburgh) and Mt Egerton Gold Project (Mt Egerton) (together, the Projects) located in the Gascoyne region of Western Australia from Spartan Resources Limited (ASX: SPR) (Spartan) (Acquisition). Completion of the Acquisition is subject to certain conditions precedent which are summarised in Appendix 1.
安大略省多倫多-(新聞稿公司 - 2024年11月5日)-Benz Mining Corp.(ASX: BNZ)(Benz或公司)很高興地宣佈已簽署有約束力的條件股票購買協議(SPA)以收購西澳大利亞州Gascoyne區的Glenburgh黃金項目(Glenburgh)和Mt Egerton黃金項目(Mt Egerton)(合稱爲項目)的100%,此次收購是從Spartan Resources Limited(ASX: SPR)(Spartan)(收購)中進行的。 收購的完成受若干前提條件限制,這些條件在附錄1中概述。
In connection with the Acquisition, the Company has also received binding firm commitments from new and existing shareholders of the Company, each of whom is an institutional and/or sophisticated investor, to raise approximately A$4 million (before costs) through a placement of approximately 18.2 million fully paid CHESS Depositary Interests (CDIs), each CDI representing one underlying common share in the Company on a one for one basis (New CDIs) at an issue price of A$0.22 per New CDI (Placement).
與此次收購相關,公司還收到了公司的新股東和現有股東的具約束力的牢固承諾,每位新股東和現有股東均爲機構和/或精明投資者,通過向公司發行約1820萬全額支付的CHESS存託憑證(CDI)的放置募資約A$400萬(在成本前),每張CDI代表公司的一張基礎普通股以一比一的比例(新CDI)發行價格爲A$0.22每張新CDI(放置)。
Benz Executive Chairman, Evan Cranston, commented:
Benz的執行主席Evan Cranston評論說:
"We are delighted to announce this strategic acquisition for Benz, marking our evolution into a multi-jurisdictional, pure gold-focused company. The addition of the Glenburgh and Mt Egerton Gold Projects in Western Australia, alongside our high-grade Eastmain Gold Project in Quebec, solidifies our position as a leading explorer in premier gold regions.
「我們很高興宣佈Benz的這次戰略收購,標誌着我們進化爲一個多地區、專注於黃金的公司。在與魁北克高品位的Eastmain黃金項目並列,西澳大利亞州的Glenburgh和Mt Egerton黃金項目的增加鞏固了我們作爲首要黃金區探勘者的地位。」
"At Glenburgh, with its historical Mineral Resource of 16.3Mt at 1g/t Au for 510,100 ounces of contained gold, we see substantial untapped potential. Our focus will be on the high-grade zones that remain underexplored, applying advanced geological techniques to unlock the Project's full value. Mt Egerton, which includes the high-grade Hibernian Underground Mine, adds significant opportunity for rapid high grade resource growth through targeted exploration.
在Glenburgh,其16.3Mt的歷史礦產資源中,金品位爲1g/t Au,含金量達到510,100盎司,我們看到了巨大的未開發潛力。我們的重點將放在依然未受開發的高品位區域上,應用先進的地質技術來挖掘項目的全部價值。包括高品位的Hibernian地下礦的Mt Egerton項目,爲通過有針對性的勘探迅速增長高品位資源提供了重要機會。
"We welcome Spartan as a strategic cornerstone investor with aligned interests to extract value from these great projects. We thank our loyal shareholders for their continued support and welcome new shareholders to an exciting journey ahead."
我們歡迎Spartan作爲戰略基石投資者,其利益與我們保持一致,以從這些偉大的項目中提取價值。我們感謝我們忠誠的股東一直以來的支持,並歡迎新股東加入即將展開的激動人心的旅程。
Spartan Interim Executive Chairman, Simon Lawson, commented:
Spartan臨時執行主席Simon Lawson表示:
"We're excited to partner with Benz to unlock the incredible potential of the Glenburgh and Mt Egerton assets as well as gaining exposure to the incredibly high-grade opportunity at Benz's Eastmain Gold Project. Bring on the results!"
「我們很高興與Benz合作,釋放Glenburgh和Mt Egerton資產的令人難以置信的潛力,同時獲得Benz東馬當黃金項目的極高品位機會。期待成果的呈現!」
Figure 1: Regional Location of Glenburgh and Mt Egerton Projects.
圖1:Glenburgh和Mt Egerton項目的區域位置。
The Placement is being made to sophisticated and institutional investors (within the meaning of the Corporations Act 2001 (Cth)). The New CDIs will be issued using the Company's existing capacity under ASX Listing Rule 7.1. Accordingly, shareholder approval is not required to undertake the Placement.
該配售面向精明和機構投資者(根據2001年《公司法》(Cth)的定義)。新CDIs將使用公司根據ASX上市規則7.1現有的額度發行。因此,無需股東批准即可進行該配售。
The issue price represents a 10.97% discount to the 5-day volume-weighted average price of the Company's CDIs prior to the date of this announcement.
發行價格相對於本公告日期之前公司CDIs的五天成交量加權平均價格折讓了10.97%。
Net proceeds raised from the Placement will be used to:
- Complete the Acquisition;
- Support a rapid scale-up in gold exploration activities, including resource drilling and regional exploration target generation activities on the Glenburgh and Mt Egerton Projects; and
- General working capital.
- 完成收購;
- 支持黃金勘探活動的快速擴張,包括在Glenburgh和Mt Egerton項目上進行資源鑽探以及區域勘探目標生成活動;和
- 一般營運資金。
The Placement is not conditional on completion of the Acquisition. If the Acquisition does not complete, the funds raised from the Placement will be used to undertake drilling activities on the Company's Eastmain Project and for general working capital purposes.
私募不受收購完成的條件約束。如果收購未完成,從私募所得將用於進行公司Eastmain項目的鑽探活動和一般營運資金用途。
The New CDIs offered under the Placement are expected to be issued and commence trading on the ASX on or about 14 November 2024 and, upon issue, will rank equally with existing CDIs on issue. Euroz Hartleys Limited (Euroz Hartleys) acted as Sole Lead Manager and Bookrunner to the Placement. The Company will pay Euroz Hartleys a fee equal to 6% of the gross proceeds of the Placement.
私募所發行的新CDIs有望於2024年11月14日左右發行並在ASX上開始交易,發行後將與現有CDIs同等排名。Euroz Hartleys Limited(Euroz Hartleys)擔任私募的唯一主承銷商和簿記建議。公司將向Euroz Hartleys支付相當於私募總額的6%的費用。
Acquisition Overview and Strategic Rationale
Benz has entered into the SPA to acquire a 100% interest in each of Gascoyne Resources (WA) Pty Ltd (Gascoyne) (the owner of the Glenburgh Project) and Egerton Exploration Pty Ltd (Egerton) (the owner of the Mt Egerton Project) from Spartan. The Projects are considered to be highly prospective for gold and are complementary to Benz's strategy to generate value from underexplored gold assets in Tier 1 jurisdictions. The Company's strategic rationale for the Acquisition:
Benz已簽署股權收購協議(SPA),以收購Gascoyne Resources(WA)Pty Ltd(Gascoyne)(Glenburgh項目所有者)和Egerton Exploration Pty Ltd(Egerton)(Mt Egerton項目所有者)的100%股權,出售方爲Spartan。這些項目被認爲對黃金具有很高的前景,並且與Benz從一級司法管轄區中未受開發的黃金資產產生價值的戰略互補。公司對收購的戰略基礎:
-
The Projects are complementary to Benz's existing Eastmain high-grade gold asset: The Eastmain Project remains an exciting growth and development opportunity for the Company, with 1,005,000 ounces at 6.1g/t Au. The addition of Glenburgh and Mt Egerton is a strategic decision to expand our growth opportunities in a market environment where gold prices are reaching all-time highs.
- 這些項目是與奔馳現有的Eastmain高品位黃金資產相輔相成:Eastmain項目仍然是公司的一個令人興奮的增長和發展機會,擁有1,005,000盎司黃金,品位爲6.1g/t Au。Glenburgh和Mt Egerton的增加是爲了在黃金價格創歷史新高的市場環境下擴大我們的增長機會的戰略決定。
- Australian gold projects offer premium valuation multiples.
-
Ability to leverage and apply Benz's expertise: Benz's application of high-grade metamorphic terrane knowledge to Glenburgh is a key differentiator, leveraging expertise to unlock the true value and mineral endowment of the Glenburgh Project.
- 利用和應用奔馳的專業知識的能力:奔馳將高品位變質岩帶知識應用於Glenburgh,這是一個關鍵的區別因素,利用專業知識解鎖Glenburgh項目的真正價值和礦業天賦。
-
Bolstering Board and adding significant technical capability: Spartan's General Manager, Nick Jolly, will join Benz as a Non-Executive Director on closing of the Acquisition. Nick has been instrumental in Spartan's transformational discovery at Dalgaranga and will provide a wealth of knowledge and expertise to Benz. Spartan to also advise Benz through a technical advisory team and assist with ongoing exploration across Glenburgh and Mt Egerton.
- 增強董事會並添加重要的技術能力:Spartan的總經理Nick Jolly將在收購完成時加入奔馳擔任非執行董事。Nick在Spartan在Dalgaranga進行的變革性發現中發揮了重要作用,將爲奔馳提供豐富的知識和專業技能。 Spartan還將通過一個技術顧問團隊向奔馳提供建議,並協助Glenburgh和Mt Egerton的持續勘探。
-
Strategic Alignment with Spartan Resources: Spartan will hold an approximate 15% stake in Benz post completion of the Acquisition and Placement (together, the Transaction), closely aligning their interests with Benz, enhancing collaboration and mutual benefit.
- 與斯巴達資源的戰略一致性:在收購和配售(一起,該交易)完成後,斯巴達將持有奔馳約15%的股權,密切與奔馳的利益相結合,增強了合作和互惠。
Glenburgh: Initial JORC 2012 Mineral Resource Estimate: 16.3Mt at 1.0g/t Au (510,100 ounces contained gold)
Glenburgh:初步JORC 2012年礦產資源估計:16.3百萬噸,品位爲1.0g/t Au(含金量爲510,100盎司)
Glenburgh is a substantial 786km2 land package situated 250km east of Carnarvon, Western Australia. Strategically positioned near the craton margin suture zone between the Glenburgh Terrane and the Yilgarn Craton, hosted within a Paleoproterozoic metamorphic gneiss belt.
Glenburgh是一個佔地786平方公里的大型土地包,位於澳大利亞西部Carnarvon以東250公里處。 這個地理位置優越,靠近Glenburgh Terrane和Yilgarn Craton之間的鋯石巖接縫帶,位於古元古代變質片麻岩褶皺帶內。
Huge exploration upside over 50km of strike: 786km2 over highly fertile craton margin, metamorphic belt terrane. Limited gold exploration plays of this size in WA.
寬廣的探索潛力,超過50公里的礦層:在西澳大利亞高度肥沃的板塊邊緣、變質岩的地帶上,覆蓋面積達786平方公里。西澳大利亞很少有這麼大規模的黃金勘探項目。
Metamorphic belts - next generation of discoveries: The potential of the gneissic metamorphic belts surrounding the Yilgarn craton were only recognised in the last few decades - they remain highly underexplored presenting a substantial opportunity.
變質岩帶-下一個發現的一代:圍繞Yilgarn板塊的片岩變質岩帶在過去幾十年才被認可具有潛力,依然是高度未開發的,呈現出巨大的機會。
Target package identified: Generally characterized by ~100-metre-thick horizon of gneissic rocks with anomalous gold mineralisation encompassing significant high-grade gold zones.
確定的目標方案:通常由~100米厚的片岩岩層和包含顯著高品位金礦化的異常金礦化帶組成。
Mining lease in place: A massive permitting hurdle already cleared.
Tropicana look-a-like: Glenburgh shares very similar geological characteristics and setting to the world class Tropicana gold discovery. Primed for Australia's next Tropicana style discovery.
類似Tropicana項目:Glenburgh與全球一流的Tropicana黃金髮現具有非常相似的地質特徵和背景。爲澳大利亞下一個Tropicana風格的發現做好準備。
Figure 2: Geology overview of the Glenburgh Project
High-Grade Exploration Focus
Benz's immediate exploration efforts will concentrate on the high-grade zones within the interpreted "Target Package" (see Figures 2 and 3). Six high-priority targets with shoots exceeding 50 gram-metres (Icon, Apollo, Shelby, Hurricane, Zone 102, Zone 126) have been identified within the existing resource footprint, presenting a compelling opportunity for rapid high grade resource expansion. Importantly, drilling on average has only tested the top 100m from surface, leaving incredible upside potential at depth.
Benz的即時勘探工作將集中在解釋的「目標方案」內的高品位區域(參見圖2和圖3)。六個具有超過50g.m的礦層的優先勘探目標(Icon、Apollo、Shelby、Hurricane、Zone 102、Zone 126)已經在現有資源範圍內確定,爲快速獲取高品位資源擴展提供了引人注目的機會。重要的是,平均來看,目前只測試了距地表10000萬的深度,深處仍具有巨大的潛力。
In addition to these high-grade zones, the Glenburgh Project features an exciting 5km long, 100 ppb geochemical gold anomaly indicating the continuation of the main mineralising structure along strike. Benz's geological modelling indicates that the prospective Target Package will likely extend through this area, but at a shallow plunge to the northeast beneath surface cover rock. Current shallow drilling efforts to test this anomaly would have been ineffective. The Target Package is modelled to be present between 100-200m depth. This presents an exciting opportunity to delineate an additional 5km of target package and associated high-grade zones.
除了這些高品位區域外,Glenburgh項目還擁有一個令人興奮的5km長、100 ppb地球化學黃金異常,表明主要礦化構造沿着走向延伸。Benz的地質建模顯示,前景目標區很可能延伸至這一地區,但在地表覆蓋巖下向東北方向淺傾。目前進行的淺層鑽探工作無法有效測試這一異常。目標區預計存在於10000-20000萬的深度之間。這爲勾畫出額外5km目標區和相關高品位區域提供了令人興奮的機會。
Zone 126 - High-Grade Gold
Drilling results from high-grade Zone 126 deposit at Glenburgh illustrates wide high-grade zones open in all directions:
來自Glenburgh高品位區126礦牀的鑽探結果表明廣闊的高品位區域在各個方向上均未封閉:
-
8m at 11.6g/t Au
- 28m at 5g/t Au
- 24m at 9.1g/t Au
- 14m at 8.9 g/t Au
- 800萬噸,品位11.6g/t 黃金
- 2800萬噸,品位5g/t 黃金
- 2400萬噸,品位9.1g/t 黃金
- 1400萬噸,品位8.9g/t 黃金
Figure 4: Long section of Zone 126 at Glenburgh Project
Rapid targeting with geophysics
Strong association between high-grade lodes and increased sulphide mineralisation, enabling potential for downhole electromagnetic (EM) targeting. This relationship can enable downhole EM techniques to rapidly accelerate discoveries and extension of high-grade shoots.
高品位礦脈與硫化物礦化增加之間存在強烈關聯,有可能實現鑽孔電磁(EM)定位。這種關係可以加速高品位礦層的發現和延伸,可以利用鑽孔EM技術迅速加快進度。
Figure 5: Cross section A-A at Zone 126, Glenburgh Project
Preliminary metallurgical results
In 2013, Asburton Hall Metallurgical Consulting managed test work performed at ALS. Three recovery tests were conducted on 1kg sub samples of homogenised RC chips from hole VRC579 metres 210 to 240 (Zone 126).
2013年,Asburton Hall冶金諮詢管理了在ALS進行的試驗工作。對來自孔VRC579米深210至240處(126區)的均質RC碎片進行了1kg子樣的三次回收測試。
The samples were subjected to a primary grind of 75μm, then put through a Knelson concentrator for gravity recovery. The gravity tail was then subjected to standard cyanide bottle roll leach test with residence of 24 hours. The results demonstrated an average extraction recovery of 96.8% after 24 hours. The results are summarised in Table 1 below. These results show very encouraging metallurgical characteristics, with a high percentage of gravity recovery gold.
樣品經過75μm的初級磨,然後通過Knelson濃縮器進行重力回收。重力尾礦隨後經過標準氰化瓶軋攪浸出試驗,浸出時間爲24小時。結果顯示,24小時後的平均提取率爲96.8%。下表1總結了這些結果。這些結果顯示出非常鼓舞人心的冶金特徵,重力回收金含量很高。
Table 1: Gold Extraction Results for Zone 126 Composite
Test ID |
Primary Grind Size (μm) |
Gravity Gold Recovery (%) |
Total Gold Extraction (%) |
JS1988 |
75 |
58.2 |
97.4 |
JS2194 |
75 |
72.6 |
97.6 |
JS2195 |
75 |
75.9 |
95.4 |
Average |
- |
68.9 |
96.8 |
測試ID |
初級磨礦粒度 (μm) |
重力黃金回收率 (%) |
總黃金提取率 (%) |
JS1988 |
75 |
58.2 |
97.4 |
JS2194 |
75 |
72.6 |
97.6 |
JS2195 |
75 |
75.9 |
95.4 |
平均數 |
- |
68.9 |
包括累計已攤銷部分和未攤銷的部分 |
Mt Egerton comprises two granted mining leases and five exploration licenses, covering a total area of 179.59km2 in the Lower Proterozoic Egerton inlier. Located in the Gascoyne province, approximately 200km northwest of Meekatharra, the Project hosts the high-grade Hibernian Mine and the Gaffney's Find prospect.
Mt Egerton包括兩個已獲礦業許可證和五個勘探許可證,總面積爲179.59平方公里,位於原生代下埃格頓帶。該項目位於Gascoyne省,距Meekatharra西北約200公里,項目包括高品位的Hibernian礦和Gaffney's Find礦牀。
Previous drilling at Mt Egerton has revealed exceptional high-grade intercepts, including:
Mt Egerton的先前鑽探顯示出異常高品位的攔獲結果,包括:
- 5m at 96.7g/t Au
- 4m at 91.9g/t Au
- 4m at 75.3g/t Au
- 11m at 42.5g/t Au
- 500萬噸,品位96.7克/噸金
- 400萬噸,品位91.9克/噸金
- 400萬噸,品位75.3克/噸金
- 1100萬噸,品位42.5克/噸金
These intercepts are associated with quartz veining in shallow southwest-plunging shoots. The Hibernian Mine, which has only been drill-tested to a depth of 70m, shows strong potential for expansion through deeper drill testing and targeting new shoot positions.
這些攔獲與淺部西南向石英脈有關。Hibernian礦目前僅經過7000米深度的鑽探測試,顯示出通過更深的鑽探測試和定位新的脈位點,具有強大的擴展潛力。
In addition to depth extension potential at the Hiberinan Mine, there is a roughly 8km strike extension to the Hibernian trend under shallow cover that remains underexplored.
除了Hiberinan礦具有深度延伸潛力外,Hibernian趨勢在淺覆蓋下大約還有8公里展長度尚未開發。
Mt Egerton hosts an initial Mineral Resource Estimate of 0.28Mt at 3.1g/t Au for 27,000 ounces.3 The resource is within trucking distance to several operating mills for potential toll treating options.
艾格頓山(Mt Egerton)擁有初步的涉礦概念估算,0.28百萬噸,含金量爲3.1g/t Au,合共27,000盎司黃金。這一資源可通過公路運輸到達幾個運營磨粉廠,爲潛在的委託加工選擇提供了機會。
Figure 6: Mt Egerton Project geology overview
For more information relating to the Glenburgh and Mt Egerton Projects, please click on the following link:
如需了解更多關於格倫堡(Glenburgh)和艾格頓(Mt Egerton)項目的信息,請點擊以下鏈接:
Benz and Spartan are actively working to fulfil the remaining conditions precedent to the Acquisition (see Appendix 1 for details), paving the way for an exciting new chapter in this partnership.
班茲(Benz)和斯巴達(Spartan)正積極努力滿足收購的剩餘先決條件(詳見附錄1),爲這一合作伙伴關係開啓一個激動人心的新篇章鋪平道路。
In parallel with finalising the transaction, Benz is conducting a detailed geological analysis using advanced lithogeochemistry. This approach will enable Benz to identify key target horizons and generate high-conviction drill targets, setting the stage for a maiden drill program at the Glenburgh Project in Q1, 2025.
與交易的最後化解同時,班茲正採用先進的岩石地球化學分析進行詳細的地質分析。這一方法將使班茲能夠識別關鍵目標層位,併產生高信心的鑽探目標,爲2025年第一季度在格倫堡項目進行首次鑽探計劃鋪平道路。
We look forward to sharing more details on our forward exploration strategy in the coming weeks as we continue to build momentum on these exciting developments.
我們期待在未來幾周內分享更多有關我們前瞻勘探策略的細節,同時我們將繼續積極推動這些令人激動的發展。
This announcement has been approved for release by the Board.
For more information please contact:
欲了解更多信息,請聯繫:Andrea Dray,MIND C.T.I. Ltd.電話:+972-4-993-6666,電子郵件:investor@mindcti.com,MIND C.T.I. LTD.(除每股數據外)收入5765成本費2787營業費用1,548。
Mark Lynch-Staunton
Chief Development Officer
Benz Mining Corp.
E: mstaunton@benzmining.com
T: +61 8 6143 6702
Mark Lynch-Staunton
首席開發官
Benz Mining Corp.
E: mstaunton@benzmining.com
T: +61 8 6143 6702
Benz Mining Corp. (TSXV: BZ) (ASX: BNZ) is a pure-play gold exploration company dual-listed on the TSX Venture Exchange and Australian Securities Exchange. The Company owns the Eastmain Gold Project in Quebec, with a NI 43-101 and JORC (2012) compliant mineral resource of 1,005,000 ounces at 6.1g/t Au, showcasing Benz's focus on high-grade, high-margin assets in premier mining jurisdictions.
Benz Mining Corp. (tsxv: BZ) (ASX: BNZ) 是一家純黃金勘探公司,在TSX Venture交易所和澳大利亞證券交易所上市。該公司擁有魁北克的Eastmain黃金項目,擁有符合NI 43-101和JORC(2012年)標準的礦產資源,金含量爲6.1g/t,總量爲100.5萬盎司,展示了Benz公司專注於高品位、高利潤的資產,在主要礦業管轄區的特點。
On 6 November 2024, Benz announced a binding agreement to acquire the Glenburgh and Mt Egerton Gold Projects in Western Australia from Spartan Resources Limited (ASX: SPR). This acquisition, once completed, will mark a transformational step, establishing Benz as a multi-jurisdictional gold exploration company with a focus on unlocking value in underexplored assets. The Glenburgh Project features a Mineral Resource Estimate of 16.3Mt at 1.0 g/t Au (510,100 ounces of contained gold).
2024年11月6日,Benz宣佈與Spartan Resources Limited (ASX: SPR)達成有約束力的協議,收購西澳大利亞州的Glenburgh和Mt Egerton金礦項目。一旦完成此收購,將標誌着Benz邁出了一步變革性的步伐,將其確立爲一個多轄區黃金勘探公司,專注於開發未充分開發的資產價值。Glenburgh項目的礦產資源估計爲16.3Mt,平均含金量1.0克/噸(黃金含量爲510,100盎司)。
Benz's key point of difference lies in its team's deep geological expertise and the use of advanced geological techniques, particularly in high-metamorphic terrane exploration. The Company aims to rapidly grow its global resource base and solidify its position as a leading gold explorer across two of the world's most prolific gold regions.
Benz的關鍵優勢在於其團隊深厚的地質專業知識以及先進的地質技術,特別是在高變質地質帶勘探方面。該公司旨在快速擴大全球資源基地,並鞏固其作爲世界上兩個最多產的金礦區之一的主要黃金勘探者的地位。
For more information, visit: .
Historical Mineral Resource Estimates
All mineral resource estimates in respect of the Glenburgh and Mt Egerton Projects in this news release are considered to be "historical estimates" as defined under NI 43-101- Standards of Disclosure for Mineral Projects (NI 43-101). These historical estimates are not considered to be current and are not being treated as such. These estimates have been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (JORC Code) and have not been reported in accordance with NI 43-101. A qualified person (as defined in NI 43-101) (Qualified Person) has not done sufficient work to classify the historical estimates as current mineral resources. A Qualified Person would need to review and verify the scientific information and conduct an analysis and reconciliation of historical data in order to verify the historical estimates as current mineral resources.
本新聞稿涉及Glenburgh和Mt Egerton項目的所有礦產資源估計被視爲「歷史估計」,按照NI 43-101《礦產項目披露標準》(NI 43-101)的定義。這些歷史估計不被視爲現行估計,也不作如此處理。這些估計是根據澳大利亞礦業與冶金學會合作的聯合礦石儲量委員會(JORC Code)準備的有關勘探結果、礦產資源和礦石儲量報告的澳大利亞報告規範,未按照NI 43-101進行報告。未經符合NI 43-101定義的合格人員(Qualified Person)進行足夠的工作進行重分類,這些歷史估計未被驗證爲現行礦產資源。合格人員需要審查和核實科學信息,並對歷史數據進行分析和對賬,以驗證這些歷史估計是否爲現行礦產資源。
Qualified Person (NI 43-101)
The disclosure of scientific or technical information in this news release is based on, and fairly represents, information compiled by Dr Marat Abzalov. Dr Abzalov, who is a Qualified Person as defined by NI 43-101, and member in good standing as a Fellow of The Australasian Institute of Mining and Metallurgy (#202718). Dr Abzalov has reviewed and approved the technical information in this news release. Dr Abzalov has shares in Benz Mining Corp.
本新聞稿中科學或技術信息的披露是基於並準確反映了由Marat Abzalov博士編制的信息。Abzalov博士是根據NI 43-101定義的合格人員,並且作爲澳洲礦業與金屬學會會士(#202718)的會員享有良好聲譽。Abzalov博士已經審查並批准了本新聞稿中的技術信息。Abzalov博士持有Benz Mining Corp的股份。
Competent Person's Statement (JORC Code)
The information contained in this announcement that relates to the Exploration Results and Mineral Resource Estimates of the Glenburgh and Mt Egerton Gold Projects, is based on and fairly reflects, information compiled by Dr Marat Abzalov. Dr Abzalov is an independent consultant of the MASSA Geoservices and was engaged by Benz Mining Corp. Dr Abzalov is a Fellow of The Australasian Institute of Mining and Metallurgy (#202718) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration. Dr Abzalov has shares in Benz Mining Corp. Dr Abzalov consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
此公告中涉及Glenburgh和Mt Egerton黃金項目的勘探結果和礦產資源估算的信息,基於並準確反映了Marat Abzalov博士編制的信息。Abzalov博士是MASSA Geoservices獨立顧問,並受Benz Mining Corp聘用。Abzalov博士是澳洲礦業與金屬學會會士(#202718),具有與研究中礦化類型和礦牀類型相關的充分經驗。Abzalov博士持有Benz Mining Corp的股份。Abzalov博士同意報告中包含基於其信息的事項的形式和背景。
The Mineral Resource Estimate for the Eastmain Project was previously reported in accordance with Listing Rule 5.8 on 24 May 2023. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and confirms that all material assumptions and technical parameters underpinning the Estimate continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
Eastmain項目的礦產資源估算曾於2023年5月24日根據第5.8條清單規則進行了報告。公司確認目前沒有任何影響原始市場公告中包含的信息的新信息或數據,並確認支撐估算的所有重要假設和技術參數仍然適用且未發生重大變化。公司確認支持勝任人員調查結果顯示的形式和背景從未與原始市場公告上的情況有實質性修改。
Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward looking statements" (collectively Forward-Looking Information) as such term is used in applicable Canadian securities laws. Forward-Looking Information includes, but is not limited to, disclosure regarding the Acquisition and the anticipated benefits thereof, planned exploration and related activities on the Glenburgh and Mt Egerton projects, the anticipated timing of completion of the Acquisition and Placement and the planned use of proceeds from the Placement. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipates", "complete", "become", "expects", "next steps", "commitments" and "potential", in relation to certain actions, events or results "could", "may", "will", "would", be achieved. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that all requisite approvals in respect of the Acquisition and the Placement will be received, and all conditions precedent to completion of the Acquisition and Financing will be satisfied, in a timely manner; the Company will be able to raise additional capital as necessary; the current exploration, development, environmental and other objectives concerning the Company's Projects (including Glenburgh and Mt Egerton) can be achieved; and the continuity of the price of gold and other metals, economic and political conditions, and operations.
本新聞稿中包含的非歷史事實的"前瞻性信息"或"前瞻性聲明"(統稱爲前瞻性信息),即適用的加拿大證券法中使用的該術語。前瞻性信息包括但不限於有關收購及預期好處、Glenburgh和Mt Egerton項目上計劃的勘探和相關活動、收購和配售完成的預期時間以及配售所得款項的計劃使用的披露。 在某些情況下,前瞻性信息可通過使用諸如"預計"、"完成"、"成爲"、"期望"、"下一步"、"承諾"和"潛力"等詞語或短語或相應詞語和短語的變體,如"可能"、"將"、"可能"、"將"可實現。在準備本新聞稿中的前瞻性信息時,公司應用了幾項重要假設,包括但不限於將在及時收到有關收購和配售的所有必要批准,並滿足收購和融資完成的所有必要條件;公司將能夠根據需要籌集額外資本;可實現關於公司項目(包括Glenburgh和Mt Egerton)的目前勘探、開發、環境和其他目標;並且黃金和其他金屬的價格持續性、經濟及政治條件和運營方面。
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at and . Accordingly, readers should not place undue reliance on Forward-Looking Information. The Forward-looking information in this news release is based on plans, expectations, and estimates of management at the date the information is provided and the Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
前瞻性信息面臨各種風險和不確定性,以及其他因素,可能導致計劃、估計和實際結果與此類前瞻性信息中的預期有很大差異。可能導致本新聞稿中前瞻性信息發生變化或不準確的因素包括但不限於:提及的任何假設事實證明無效或不可靠、上述類似事件的發生並導致工作計劃延遲或中止、公司的財務狀況和發展計劃發生變化以及監管批准延遲,以及公司在公司檔案下公司的不斷披露備案中列明的適用於公司的其他風險和不確定性。因此,讀者不應過度依賴前瞻性信息。本新聞稿中的前瞻性信息是基於管理層在提供信息當日的計劃、期望和估計,公司對這些前瞻性聲明不承擔更新的義務,除非適用法律要求。
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
TSX創業公司交易所及其監管服務供應商(如TSX創業公司的政策中所定義)對本公告的準確性或充分性不承擔責任。
Appendix 1: Summary of Key Acquisition Terms
The key terms of the Acquisition are summarised in the table below. Consideration for the Acquisition has been structured to include an upfront cash payment and share issuance, as well as deferred milestone payments up to A$6m (cash or shares) subject to the satisfaction of certain resource milestones (for further details, see below). Refer to the Investor Presentation released by the Company on 6 November 2024 for a summary of the key risks in relation to the Acquisition, which is also available on the Company's website at .
收購的關鍵條款概述如下表所示。收購的考慮已經構建,包括預付現金支付和股份發行,以及延期的里程碑支付,最高可達600萬澳元(現金或股份),視資源里程碑的特定條件達成(詳情請見下文)。請參考公司於2024年11月6日發佈的投資者介紹以獲取與收購相關的主要風險摘要,該介紹也可在公司網站上找到。
KEY ACQUISITION TERMS |
The Company is proposing to acquire a 100% interest in each of Gascoyne Resources (WA) Pty Ltd and Egerton Exploration Pty Ltd from Spartan Resources Limited in accordance with the terms of the SPA for the following consideration:
- A$1 million cash payable to Spartan, with A$500,000 payable upon completion of the Acquisition (Completion) and the remaining A$500,000 payable to Spartan on the date that is 12 months after Completion;
- 33,000,000 fully paid CDIs in the Company (Consideration CDIs) to be issued to Spartan at Completion, and subject to voluntary escrow for a period of 12 months from Completion; and
- Deferred consideration of up to A$6 million, to be paid in cash or issued in fully paid CDIs (Milestone CDIs) (at the Company's election) to Spartan upon Benz satisfying each of the following milestones:
- A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the Projects.
- A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the Projects; and
- A$2 million, payable upon the first to occur of (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the Projects,
(together, the Milestone Payments).
If the Company elects to issue Milestone CDIs to satisfy a Milestone Payment, the number of Shares to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's shares and A$0.088 per share. If the Company's 20-day VWAP falls below A$0.088 per share at the time the Milestone Payment is due, the Company may elect to satisfy the Milestone Payment by issuing such number of shares to Spartan (as approved by shareholders at the Company's Annual General Meeting) and the balance of the payment in cash. The Company may only elect to issue Milestone CDIs subject to certain conditions being met, including that any issuance of Milestone CDIs to Spartan will occur before 15 December 2029, following which any Milestone Payment must be paid to Spartan in cash, and the Company having obtained all necessary regulatory and shareholder approvals to issue the relevant Milestone CDIs to Spartan. |
TERMS OF CDIs: The Consideration CDIs and any Milestone CDIs will rank equally with existing shares on issue. |
SPARTAN INVESTOR RIGHTS: From Completion, subject to Spartan (or its related bodies corporate) holding, in aggregate, at least 10% of the Shares on issue (on an undiluted basis):
- Spartan is entitled to appoint a nominee director to the Board. If Spartan's holding falls below this threshold, or there is a change of control of Spartan, Spartan must procure that its appointed director resigns from the Board; and
- Spartan has a right to participate in future Benz equity raisings.
Spartan expects to nominate Mr Nicholas Jolly as its nominee director from Completion. |
關鍵收購條款 |
公司擬根據《SPA》的條款,收購 Gascoyne Resources (WA) Pty Ltd 和 Egerton Exploration Pty Ltd 每家 100% 的股權,交易對方爲 Spartan Resources Limited,對於以下考慮:
- 支付給 Spartan 的 100萬元澳元現金,其中 50 萬元澳元在收購(完工)後支付,剩餘的 50 萬元澳元在完工後的 12 個月內支付給 Spartan ;
- 在完工時向 Spartan 發行 3300 萬個全額已付的CDI(考慮CDI),並自完工之日起自願凍結 12 個月;
- 最高 600萬元澳元的遞延考慮,根據以下各個里程碑支付現金或發行全額已付的 CDI(里程碑 CDI)(公司根據選擇權)給 Spartan:
- 支付給 Spartan 200萬元澳元,支付時間爲以下事件中先發生的時間:(i)公司宣佈從項目中推斷、指示和/或測量出含有 500,000 盎司黃金的礦產資源評估且金品位至少爲 2.0g/t Au,並且(ii)從該項目生產 500,000 盎司黃金;
- 支付給 Spartan 200萬元澳元,支付時間爲以下事件中先發生的時間:(i)公司宣佈從項目中推斷、指示和/或測量出含有 1,000,000 盎司黃金的礦產資源評估且金品位至少爲 2.0g/t Au,並且(ii)從該項目生產 1,000,000 盎司黃金;
- 支付給 Spartan 200萬元澳元,支付時間爲以下事件中先發生的時間:(i)公司宣佈從項目中推斷、指示和/或測量出含有 1,500,000 盎司黃金的礦產資源評估且金品位爲 2.0g/t Au, 並且(ii)從該項目生產 1,500,000 盎司黃金;
(統稱爲里程碑支付)。
如果公司選擇發行里程碑CDIs來支付里程碑款項,則發行的股份數量將根據公司股價的20天成交量加權平均價(VWAP)和每股A$0.088的較高者計算。如果公司的20天VWAP低於每股A$0.088,而里程碑款項到期時,公司可以選擇通過向斯巴達(經股東在公司年度股東大會上批准的方式)發行股份來支付里程碑款項,並在現金中支付餘款。公司只能選擇發行里程碑CDIs,前提是滿足某些條件,包括任何發行給斯巴達的里程碑CDIs需要在2029年12月15日之前發生,隨後任何里程碑款項必須以現金支付給斯巴達,並且公司已獲得發行相關里程碑CDIs給斯巴達的所有必要監管和股東批准。 |
CDI的條款:認購CDI和任何里程碑CDI將與現有已發行股份同等排名。 |
斯巴達投資者權利:完成後,若斯巴達(或其關聯法人)持有已發行股份的總數至少達到10%(根據未稀釋基礎計算):
- 斯巴達有權任命一位被提名的董事進入董事會。如果斯巴達所持股份低於此門檻,或者斯巴達發生實質控制變更,斯巴達必須確保其任命的董事從董事會辭職;並且
- 斯巴達有權參與未來Benz的股本增資。
斯巴達預期將在完成後提名Nicholas Jolly先生作爲其被提名的董事。 |
CONDITIONS PRECEDENT |
Completion of the Acquisition is subject to the satisfaction or waiver of the following conditions precedent.
- the Company obtaining confirmation from ASX that ASX Listing Rule 11.1.3 does not apply to the Acquisition;
- the Company completing an equity raise (Capital Raising) and demonstrating that it has (or will have) A$5 million cash in bank immediately after Completion;
- the Company and Spartan agreeing, in principle, to a preliminary budget for exploration on the Projects for the 24 months immediately following Completion, which will provide for a minimum of A$3 million being spent on exploration on the Projects;
- the Company obtaining all required regulatory approvals including the requisite final acceptance from the TSXV in respect of the Acquisition and the Capital Raising;
- the issuance of the Consideration CDIs are exempt from the prospectus and registration requirements under applicable securities laws; and
- Spartan:
- obtaining a deed of release to secure the release of Gascoyne and Egerton from the Tembo Royalty Deed, Tembo Mortgage and Taurus Royalty Deed (and, if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed, and all conditions precedent in that deed of release having been satisfied or waived;
- procuring that Egerton, Gascoyne and the relevant counterparties enter into new royalty and security arrangements: (A) with the Tembo parties (or Osisko Gold Royalties (Australia) Pty Ltd (Osisko), as applicable) on substantially the same terms as the Tembo Royalty Deed and the Tembo Mortgage; and (B) with Taurus Mining Royalty Fund LP (Taurus) on substantially the same terms as the Taurus Royalty Deed (and if applicable, any mining mortgage registered pursuant to the Taurus Royalty Deed);
- procuring that Egerton, Gascoyne and the relevant counterparties enter into a tripartite deed governing the exercise of the respective royalty buy-back rights under the: (A) Tembo Royalty Deed and the new royalty arrangements between Egerton, Gascoyne and Osisko or the Tembo parties (as applicable); and (B) Taurus Royalty Deed and the new royalty arrangements between Egerton, Gascoyne and Taurus, and all conditions precedent in the tripartite deed having been waived, in each case on terms acceptable to Spartan and the Company.
As at the date of this announcement, the conditions precedent contained in paragraphs (a), (c) and (e) have been satisfied. The Company expects to be in a position to satisfy the condition precedent in paragraph (b) following completion of the Placement and the condition precedent in paragraph (d) after its Annual General Meeting which is expected to be held on 17 December 2024. The conditions precedent must be satisfied or waived by no later than 3 February 2025 or such later period as agreed between the parties. |
WARRANTIES: Under the SPA, Spartan has given standard warranties with respect to title, capacity, solvency, compliance with laws and Gascoyne and Egerton's assets. Similarly, Benz has given standard warranties with respect to authority and capacity and compliance with the ASX Listing Rules and the Corporations Act 2001 (Cth). |
TERMINATION: The SPA contains standard termination provisions which provide for either party to terminate the agreement prior to Completion. Termination events include where the conditions precedent have not been satisfied or waived by the 3 February 2025; if either Benz, Spartan, Gascoyne or Egerton suffer an insolvency event; if a party fails to perform and comply, in all material respects, with its material obligations under the SPA, or if a 'Material Adverse Change' occurs in respect to either party. A 'Material Adverse Change' includes any event or circumstance which has, or could be reasonably expected to have, a material adverse effect on the business, assets, liabilities, operations, financial or trading position or prospects of the relevant party as a direct result of, among other things, this announcement and/or implementation of the SPA. |
先決條件(無需翻譯) |
完成收購須符合或獲得以下前提條件的滿足或豁免。
- 公司獲得ASX確認,ASX名單規則11.1.3不適用於該收購;
- 公司完成股本增發(融資),並證明在完成後立即擁有或將擁有500萬澳元現金在銀行;
- 公司和斯巴達方面初步達成協議,同意完成後24個月內的項目勘探初步預算,該預算將包括在項目上支出至少300萬澳元用於勘探;
- 公司獲得包括在收購和資金募集方面所需的所有監管批准,包括TSXV在收購和資金募集方面的必要最終接受;
- 對代價CDIs的發行豁免適用證券法律規定的招股說明書和登記要求;
- 斯巴達:
- 獲得一份解除協議書,確保Gascoyne和Egerton從Tembo專有權協議書、Tembo抵押和Taurus專有權協議書中獲得解除,以及如果適用,則滿足或放棄該解約協議書中的所有先決條件;
- 確保Egerton、Gascoyne和相關交易對方與Tembo各方(或Osisko Gold Royalties (Australia) Pty Ltd (Osisko),視情況而定)進行新的專有權和安全安排:(A) 在與Tembo專有權協議書和Tembo抵押項上基本相同條件下;以及 (B) 與Taurus Mining Royalty Fund LP (Taurus) 訂立基本相同條件的Taurus專有權協議書(及視情況而定,根據Taurus專有權協議書註冊的任何採礦抵押權);
- 確保Egerton、Gascoyne和相關交易對手簽訂三方協議,規管各自享有的鑽石權回購權利:(A) Tembo Royalty Deed以及Egerton、Gascoyne和Osisko或Tembo方之間的新的特許權安排(視情況而定);和(B) Taurus Royalty Deed以及Egerton、Gascoyne和Taurus之間的新的特許權安排,並且已免除三方協議中的所有先決條件,在此等條件下符合斯巴達和公司可接受的條款。
截至本公告日期,第(a)、(c)和 (e)款中規定的先決條件已得到滿足。公司預計能夠在完成配售後滿足第 (b)款中的先決條件,並預計將於2024年12月17日舉行的年度股東大會後滿足第(d)款中的先決條件。必須在2025年2月3日或各方同意的較晚日期之前滿足或豁免先決條件。 |
擔保:根據SPA,Spartan已就所有權、能力、清償能力、遵守法律以及Gascoyne和Egerton的資產給予標準的擔保。同樣,Benz已根據澳交所上市規則和2001年《公司法》(聯邦)就權限和能力以及遵守規定給予標準的擔保。 |
終止:SPA包含標準的終止條款,規定任何一方可在完成前終止協議。終止事件包括未能在2025年2月3日前滿足或豁免先決條件;若Benz、Spartan、Gascoyne或Egerton發生破產事件;若任何一方未能在SPA下按照實質上的重大義務履行和遵守;或若任何一方發生「重大不利變化」。「重大不利變化」包括任何事件或情況導致涉及方的業務、資產、負債、經營、財務或交易地位或前景受到或可能合理預期受到實質不利影響,這是由本公告以及/或SPA的實施等事項直接導致的。 |
1 Indicated: 13.5Mt at 1.0g/t Au for 430.7koz; Inferred: 2.8Mt at 0.9g/t Au for 79.4koz
1 預測:13.5百萬噸,平均金品位1.0克/噸,含金量爲430.7千盎司;推測:2.8百萬噸,平均金品位0.9克/噸,含金量爲79.4千盎司
2Indicated: 1.3Mt at 9.0g/t Au for 384koz; Inferred: 3.8Mt at 5.1g/t Au for 621koz
2 預測:1.3百萬噸,平均金品位9.0克/噸,含金量爲384千盎司;推測:3.8百萬噸,平均金品位5.1克/噸,含金量爲621千盎司
3 Indicated: 0.23Mt at 3.4g/t Au for 25koz; Inferred: 0.04 at 1.5g/t Au for 2koz
3 預測:0.23百萬噸,平均金品位3.4克/噸,含金量爲25千盎司;推測:0.04百萬噸,平均金品位1.5克/噸,含金量爲2千盎司