TIDMCMRS
RNS Number : 5151J
Caerus Mineral Resources PLC
13 December 2022
13 December 2022
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
Potential RIWAQ Acquisition
Caerus Mineral Resources plc (LON:CMRS) the exploration and
resource development company focused on developing mineral
resources to support the global 'Clean Energy' initiative is
pleased to announce it has entered into an exclusive option
agreement with EV Metals Group Plc ("EVM") to acquire 90% of RIWAQ
Al Mawarid for Mining ("RIWAQ").
RIWAQ is a special purpose subsidiary of EVM focused on the
development of the Saudi supply chain through the production of
critical raw materials from the exploration, mining and processing
of minerals and metals in the Kingdom of Saudi Arabia ("KSA"). This
is a key strategic objective and undertaking of EVM in the
agreement between EVM and the National Industrial Development
Centre for the development of the Battery Chemicals Complex of EVM
in KSA.
This agreement is reflective of Caerus' evolved strategy to
invest in larger-scale opportunities aligned with, and gained
through, the EVM partnership. This reflects the Company's evolution
from developing a single project into a company looking to be a
part of the European critical minerals supply chain.
Caerus will pay a fully refundable GBP 500,000 deposit in return
for an extendable three-month due diligence period of RIWAQ's
portfolio. The final transaction value is dependent on the
Company's assessment of the RIWAQ Licenses and a final negotiation
stage.
RIWAQ is developing a strategically valuable portfolio of
critical minerals projects comprising applications for and granted
exploration licences covering areas with potential for minerals
containing critical metals such as nickel, cobalt, copper, platinum
group metals and rare earth elements. Caerus considers the KSA to
be one of the best new frontiers for exploration of transition
metals and RIWAQ's KSA portfolio to be one of significant and
strategic value.
Portfolio Background
RIWAQ's portfolio consists of 11 granted exploration licenses
alongside 142 licence applications which are under processing. The
granted licenses encompass 1 ,093 km(2) in an area prospective for
lithium pegmatites known as Balthaga. The remaining applications
cover 11,350km(2) and include ground prospective for nickel,
cobalt, copper and platinum group metals hosted in sulphide,
volcanic hosted massive sulphide, and porphyry type deposits. There
are also several applications for rare earth element granite
systems.
Kingdom of Saudi Arabia potential
The geology of Saudi Arabia is split between ancient,
Precambrian aged, igneous and metamorphic rocks in the west and
sedimentary rocks on the eastern side. The Precambrian rocks are
part of the Arabian-Nubian Shield ("ANS"), a geological region well
known for hosting numerous base metal, gold, rare metal and
industrial mineral deposits.
In the context of acknowledged resource-rich regions with mining
potential, the KSA is largely undeveloped. This is expected to
change due to new mining investment laws, a streamlined license
application process and much improved data sharing. Important
changes include up to 100% foreign ownership, 20% corporation tax,
attractive loans for industrial projects from the Saudi Industrial
Development Fund, and no restrictions on the repatriation of
capital.
EVM has been operating in the Kingdom since 2018 and has
established offices in Jeddah and Al Khobar.
Commenting Chris Lambert, Chairman, stated:
We are delighted to announce this agreement. It is entirely in
line with our evolved strategy to invest in larger scale
opportunities. We are moving to a world powered by critical
minerals for energy storage, EV batteries and alternative renewable
energy sources. Whilst Caerus is set to undertake a comprehensive
review of the licenses, we believe they hold considerable value for
the energy revolution and the opportunity for long-term
development.
With Vision 2030, Saudi Arabia has made clear its intentions
regarding the development of its mining sector - namely it is a
vital industry pillar for development. The country's recent changes
to its mining investment regulations underpin this ambition,
ensuring a supportive regulatory backdrop for the development of
the kingdom's significant mineral resources. We look forward to
starting our review of the licenses and keeping the market
appraised of our progress.
Memorandum of Understanding
The MOU is between Caerus and EVM, the 90% owner of RIWAQ. The
acquisition of interests in RIWAQ by Caerus is subject to any
regulatory approvals in KSA including those under the Mining
Investment Law. The MOU includes the following conditions:
Exclusivity and Option
Caerus will pay a GBP500,000 fully refundable deposit to gain
exclusivity with EVM for negotiations concerning the 90%
acquisition of RIWAQ. The refundable deposit provides Caerus with
the option to acquire 90% of RIWAQ, exercisable on or before 30
April 2023.
Due Diligence
Caerus and EVM agree to share information through the Due
Diligence exercise relating to the RIWAQ Portfolio in order to
enable Caerus to make a decision on its involvement in or
acquisition of RIWAQ.
Refundable Deposit
Should Caerus elect not to proceed with the purchase of 90% of
RIWAQ, EVM will return the GBP500,000 Refundable Deposit to Caerus
within 10 days of receipt of written notice from Caerus that it
elects not to proceed.
Related Parties
EVM is a significant shareholder of the Company holding as at
the date of this announcement approximately 16.34 per cent. of the
voting rights of the Company.
Mr Russell Thomson is a statutory director of EVM and Mr Dominic
Traynor is corporate secretary to EVM. Mr Thomson and Mr Traynor
did not form part of the quorum and did not vote on the proposal to
approve the terms of the MOU. The independent directors of the
Company have determined that the terms of the MOU are fair and
reasonable and in the best interest of its shareholders other than
EVM.
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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