TIDMCMRS
RNS Number : 8280I
Caerus Mineral Resources PLC
07 December 2022
7 December 2022
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
Sale of Cyprus Assets
Caerus Mineral Resources plc (LON:CMRS) is pleased to announce
it has entered into a binding heads of agreement (the "Heads") with
PM Ploutonic Metals Ltd ("Ploutonic") and Indo-European Mining PR
Ltd ("Indo"), pursuant to which Caerus will transfer its Cyprus
assets to Ploutonic and Indo (together, the "Purchasers"). The
transaction marks the end of the Company's direct involvement in
Cyprus and reflects its broader strategy to seek larger development
opportunities in the battery metals sector that is aligned to or
derived from its partnership with EV Metals (EVM).
Terms of the Agreement
Pursuant to the Heads, Caerus will sell and the Purchasers will
buy the entire issued share capital (the "Cyprus Shares") of each
of New Cyprus Copper PA Ltd (NCC) and GC Gold Mines (Cyprus)
Limited (together, the "Cyprus Companies"), in addition to
intercompany loans due from the Cyprus Companies to Caerus.
Caerus will transfer the Cyprus Shares and intercompany loans to
an SPV newly formed by the Purchasers (the "SPV") on or just after
completion.
The Purchasers will pay US$528,001 in cash to Caerus in the
following manner:
(1) US$100,000 in cash (the "First Payment") payable by
Ploutonic or Indo on or just after the signing of a formal
agreement restating the terms of the Heads (the "Formal
Agreement");
(2) US$1 in cash (the "Second Payment") payable ten days after
the date of the First Payment to effect the transfer of the Cyprus
Companies; and
(3) US$428,000 payable by either the SPV or Ploutonic or Indo in
cash within ninety days of the Second Payment.
Troulli Resource Expansion Payment
The new owners plan to expand the Troulli resource along strike
to Kokkinopetra, potentially connecting the two deposits and
defining sufficient resources to build a mine. In the event that
the SPV produces a new JORC or NI 43-101 compliant mineral
resources estimate, demonstrating 7.75 million tonnes or more at a
0.5% copper equivalent (CuEq*) cut-off grade or higher, the SPV
will pay Caerus an additional US$432,000 in cash. Caerus may
procure a second independent resource estimate of the Troulli
project if it deems it necessary.
Commenting Chris Lambert, Chairman, stated:
The successful sale of the Company's Cyprus portfolio follows
the new management's extensive review of the business and is an
important milestone in Caerus' evolution. The transaction secures
funds for the Company and removes legal exposure to BMG Resources
Limited and its disputed A$2m put option. As announced in November,
the sale follows the important steps taken by the board to
implement enhanced corporate governance within the Company. This
has led to the recovery of value for shareholders via the
settlement with previous directors that saw the return of 4.9m
Company shares, the cancellation of 10.9m warrants and a one-off
payment.
Critically the Company and its management are now able to wholly
focus on executing Caerus' evolved strategy to invest in larger
scale opportunities aligned with, and gained through, the EVM
partnership. In this regard we are in advanced discussions
regarding several development opportunities and look forward to
updating the market in the coming weeks
Conditions precedent
The Heads are subject to the following conditions precedent:
(1) completion by Caerus to its satisfaction (in its sole
discretion) of all necessary due diligence investigations in
respect of the SPV (as appropriate for the transaction) on or
before December 16, 2022;
(2) completion by the Purchasers to their satisfaction (in their
sole discretion) of all necessary due diligence investigations in
respect of the Cyprus Companies on or before December 16, 2022;
(3) execution of the Formal Agreement as may be necessary which
shall be consistent with, but may be more expansive and precise
than, the Heads; and
(4) receipt of all necessary government, regulatory, shareholder
and third-party approvals, in respect of the transaction and
contemplated in the Heads.
If the conditions are not satisfied (or waived, partially or
completely in writing) before December 31, 2022 or such later
date(s) as agreed by the parties, the agreement constituted by the
Heads may be terminated by either party by notice in writing to the
other party upon which each party will be released from their
obligations under the Heads, except as otherwise provided under the
Heads. The parties will use their best efforts to ensure that the
conditions are satisfied.
Customary warranties for an agreement of this type are being
provided.
Related Parties
Ploutonic and Indo are significant shareholders of the Company
holding as at the date of this announcement 9.42% and 6.93% per
cent. respectively of the voting rights of the Company. The
beneficial owner of Ploutonic is Andrew Daniels, a previous
Non-Executive Director of the Company, and the beneficial owner of
Indo is Pierre Richard. The independent directors of the Company
have determined that the terms of the proposed transaction are fair
and reasonable and in the best interest of its shareholders.
* CuEq (%) is to be calculated as = Cu(%) x 0.871 + Au(g/t) x
0.65
For further information, please contact:
Caerus Mineral Resources plc info@caerusmineralresources.com
Charles Long, Chief Executive Officer
Novum Securities
Jon Belliss +44 (0) 20 7399 9425
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