- Company anticipates closing of transaction with Gecko
Namibia (Pty) Ltd ("Gecko Namibia") within two weeks
- Agreement with Gecko Namibia to acquire a majority interest
in seven projects
- Diversifies Namibia Rare Earths Inc.'s single commodity
focus from heavy rare earths on the Lofdal project into a broader
portfolio of critical metals and minerals crucial for electric
vehicle industry including cobalt, lithium, graphite, tantalum,
niobium, and gold
- Gecko Namibia and
Gerald McConnell, Chair of the Board
of Namibia Rare Earths Inc., to complete CDN$550,000 private placement concurrent with
closing
HALIFAX, Feb. 12, 2018 /CNW/ - Namibia Rare Earths
Inc. ("Namibia Rare Earths" or the "Company") (TSXV: NRE) announced
today that it expects to close the previously announced
(November 10, 2017) transaction to
acquire a portfolio of critical metal properties (the "Properties")
from Gecko Namibia (Pty) Ltd. ("Gecko Namibia") in consideration
for the issuance of 64,000,000 common shares of Namibia Rare Earths
("Property Acquisition") within the next two weeks. The previously
announced $550,000 private placement
("Private Placement") will be completed at the same time as the
Property Acquisition closing. Exchange conditional approval of the
Property Acquisition and the Private Placement has been received
and the single outstanding matter is the completion of one
background search by the TSXV on a representative of Gecko who will
become an insider of Namibia Rare Earths.
In accordance with the policies of the Exchange, the shares of
Namibia Rare Earths remain halted from trading until the TSXV had
received and reviewed acceptable documentation regarding the
Property Acquisition. The TSXV had advised that the shares of the
Company will recommence trading on closing of the Property
Acquisition and the Private Placement.
Pursuant to the policies of the TSX Venture Exchange (the
"Exchange"), the Company is required to issue a news release every
30 days following its initial news release to provide an update on
the status of the Property Acquisition.
Property Acquisition and Private Placement
Namibia Rare Earths has entered into an agreement to acquire
Gecko Namibia's 95% interest in a portfolio of exploration
properties consisting of 14 exploration prospecting licences
("EPLs") four of which are pending, one mineral deposit retention
licence ("MDRL") and Gecko Namibia's rights under an option
agreement to acquire a 60% interest in a further exploration
prospecting licence which interest may, subject to the terms of the
option agreement, be increased to 80%.
This transaction will provide Namibia Rare Earths with a highly
prospective, diversified portfolio of critical metals and at the
same time has secured a highly experienced strategic partner. Gecko
Namibia and its subsidiaries are
substantial participants in the Namibian resource sector with 327
employees and a proven track record in the mining industry. The
Gecko Namibia portfolio of properties will expand the Company's
commodity base from solely rare earths to a variety of
highly critical commodities including cobalt, copper, zinc,
lithium, graphite, tantalum, niobium, nickel, and gold. Ground
holdings in Namibia will increase
from 221 km2 (Lofdal) to over 6,850 km2.
One of the fundamental strategic advantages in the partnership
with Gecko Namibia is the flexibility the diversified portfolio
provides in making targeted investments based on commodity market
conditions. Each project brings a focused value proposition and can
be advanced in a strategic manner based on available resources,
investor interest and merit. A balanced approach can be taken to
levels of investment in early stage versus advanced metallurgical
studies and economic assessment as warranted. The immediate focus
will be on the cobalt opportunity within the project portfolio.
In conjunction with the Property Acquisition, Gecko Namibia and
Gerald J. McConnell, Chair of the
Board of Namibia Rare Earths, have each agreed to complete a
private placement with the Company in the amount of $275,000 at $0.05
per share for total gross proceeds to the Company of $550,000 ("Private Placement"). A total of
11,000,000 common shares of Namibia Rare Earths will be issued
pursuant to the Private Placement. The common shares of the Company
issued pursuant to the Private Placement will be subject to a
four-month hold period.
Upon completing the Property Acquisition and Private Placement,
Gecko Namibia will own 69,500,000 common shares representing 43.80%
of the outstanding common shares of the Company.
Namibia Rare Earths and its insiders are at arm's length with
Gecko Namibia and there are no finder's fees payable in connection
with the Property Acquisition or the Private Placement.
Following the closing of the Acquisition, Pine van Wyk and Steve Kapp will be appointed to the
five-member board of Namibia Rare Earths with Gerald McConnell remaining as Chair. Pine van
Wyk will also be appointed Chief Executive Officer of Namibia Rare
Earths based in Namibia while
Donald Burton remains as
President.
Donald M. Burton, P.Geo. and
President of Namibia Rare Earths Inc., is the Company's Qualified
Person and has reviewed and approved this press release.
About Namibia Rare Earths Inc.
Namibia Rare Earths Inc. is focused on the accelerated
development of the Lofdal Rare Earths Project and on building a
critical metals portfolio in Namibia. The common shares of Namibia Rare
Earths Inc. trade on the TSX Venture Exchange under the symbol
"NRE".
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 adequacy or
accuracy of this release.
The foregoing information may contain forward-looking
information relating to the future performance of Namibia Rare
Earths Inc. Forward-looking information, specifically, that
concerning future performance, is subject to certain risks and
uncertainties, and actual results may differ materially. These
risks and uncertainties are detailed from time to time in the
Company's filings with the appropriate securities commissions.
Web site: www.NamibiaRareEarths.com
SOURCE Namibia Rare Earths Inc.