REG - Artemis Resources Ld - Artemis and Greentech Consolidate Lithium Rights
03/04/2025 07:19
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RNS Number : 5071D Artemis Resources Limited 03 April 2025
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation ("MAR")
(EU) No. 596/2014, as incorporated into UK law by the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
3 April 2025
ARTEMIS AND GREENTECH CONSOLIDATE LITHIUM RIGHTS TO CREATE 420KM(2) PILBARA
LITHIUM EXPLORATION PACKAGE
Artemis Resources (ASX: ARV, 'Artemis' or the 'Company') and GreenTech Metals
(ASX: GRE, 'GreenTech') have executed a binding agreement to consolidate the
lithium mineral rights of their respective tenement holdings near Karratha in
the West Pilbara.
The lithium mineral rights will be combined into a lithium exploration joint
venture company called Andover Lithium Pty Ltd ('Andover Lithium') with
GreenTech and Artemis each owning 50% of the shares of Andover Lithium.
Andover Lithium will create the largest lithium exploration tenement package
in the West Pilbara covering over 420 km(2) along strike from the Azure
Minerals lithium discovery (refer to Figure 1). The tenement package
represents a large portion of the Karratha-Roebourne lithium corridor and
includes six known lithium prospective areas, four with significant
outcropping spodumene bearing pegmatites.
Consolidation of the extensive lithium interests of Artemis and GreenTech
provides an opportunity to attract a major funding partner into Andover
Lithium and will allow the two companies to focus on their core exploration
and resource expansion activities in the Karratha region, respectively for
gold and copper/zinc.
Artemis and GreenTech believe combining the lithium rights of both companies
along a proven lithium belt is compelling. The combined tenements contain
undrilled outcropping lithium bearing pegmatites within the same corridor
which hosts the Tier 1 lithium pegmatite project discovered by Azure Minerals
which has a reported Exploration Target of 100 - 240Mt @ 1.0 - 1.5%
Li(2)O(( 1 (#_ftn1) )).
The consolidation of the lithium rights into a 50:50 joint venture is not
anticipated to require substantial management resources or material costs from
either company.
Artemis remains focused on increasing existing resources at its Carlow Gold
Project(( 2 (#_ftn2) )) and making new gold discoveries and GreenTech remains
focused on increasing existing resources of high-grade copper and zinc at its
100% owned Whundo VMS Project(( 3 (#_ftn3) )). Both companies have recently
announced completion of substantial diamond drilling programs and are awaiting
assay results from multiple targets(( 4 (#_ftn4) )).
Figure 1: Andover Lithium Joint Venture Tenements
This announcement has been approved for release by the Board of Artemis
Resources Limited.
ENDS
Contacts:
Artemis Resources Ltd
Guy Robertson, Chairman info@artemisresources.com.au
Julian Hanna, Managing Director
Zeus (Nomad & Broker)
Antonio Bossi / James Bavister / Tel: +44 20 3829 5000
Gabriella Zwarts
About Artemis Resources
Artemis Resources (ASX/AIM:ARV) is a gold, copper and lithium focused
resources company with projects in the West Pilbara region of Western
Australia. The Company's main projects include:
· Karratha Gold Project including the Carlow gold/copper project and
Titan gold prospect
· Karratha Lithium Project including the high-grade Mt Marie Lithium
Prospect and the Osborne Lithium JV (Artemis 49%; GreenTech Metals (ASX:GRE
51%)
· Paterson Central Gold/Copper project in the Paterson Province
(located adjacent to Greatland Gold's gold-copper discovery at Havieron, 42km
from the Telfer gold mine)
· Artemis owns the Radio Hill processing plant, associated mining
licences and infrastructure, located 35km from Karratha
· Artemis has applied for a 340km(2) exploration licence over a large
magnetic intrusion considered prospective for IOCG type copper/gold, located
440km east of Kalgoorlie
Annexure 1:
List of Tenements for which the Lithium Rights are included in the Assignment
and Incorporated Joint Venture Agreement and the Mineral Rights Agreement
TENEMENT TYPE HOLDER
GreenTech 100% owned (Elysian and Bertram)
E 47/3534 Exploration licence Greentech Holdings Pty Ltd
E 47/4310 Exploration licence Greentech Holdings Pty Ltd
E 47/3564 Exploration licence Greentech Holdings Pty Ltd
P 47/1881 Prospecting licence Hard Rock Resources Pty Ltd Ruth Well Nickel Pty Ltd
GreenTech 100% (Ruth Well)
E47/3487 Exploration licence Ruth Well Nickel Pty Ltd
E47/3340 Exploration licence Hard Rock Resources Pty Ltd/Ruth Well Nickel Pty Ltd (being transferred to
Ruth Well Nickel Pty Ltd)
E47/3341 Exploration licence Ruth Well Nickel Pty Ltd
E 47/3390 Exploration licence Ruth Well Nickel Pty Ltd
P47/1929 Prospecting licence Ruth Well Nickel Pty Ltd
P47/1998 Prospecting licence Greentech Holdings Pty Ltd
Osborne Joint Venture - Lithium rights (GreenTech 51%; Artemis 49%)
E47/3719 Exploration licence KML No 2 Pty Ltd
Artemis 100% owned
E47/1797 Exploration licence KML No 2 Pty Ltd
E47/1746 Exploration licence KML No 2 Pty Ltd
P47/1972 Prospecting licence KML No 2 Pty Ltd
Annexure 2:
Summary of material terms and conditions of the Assignment and Incorporated
Joint Venture Agreement (Agreement)
Parties GreenTech Metals Limited (ACN 648 958 561) (GreenTech)
Artemis Resources Limited (ACN 107 051 749) (Artemis)
Andover Lithium Pty Ltd (ACN 684 645 305) (Andover Lithium, or the Company)
(a) GreenTech and Artemis (together the Vendors) have agreed to incorporate
the Company for the purposes of a joint venture to explore for Lithium in the
Summary area of the Tenements (Joint Venture).
(b) The Vendors have also agreed to assign 100% of the rights to Lithium on
the Tenements to Andover Lithium.
Initial interests in Andover Lithium Initial interests of the Vendors as the shareholders in the Joint Venture will
be as follows:
(a) GreenTech - 50%; and
(b) Artemis - 50%.
Assignment of Lithium Rights (a) Subject to the satisfaction or waiver of the Conditions Precedent, the
Vendors agree to assign 100% of their respective interests in the rights to
lithium on the Tenements to the Company free from Encumbrances and other
third-party interests, other than any permitted Encumbrances (Assignment).
(b) The Osborne Joint Venture retains all other mineral rights (other than
gold and Lithium).
(c) Each of the Vendors retain all mineral rights (other than Lithium) over
the Tenements of which they are the registered holder.
(d) Any other minerals recovered from a Tenement is the property of the
respective Tenement holder.
Conditions Precedent Completion of the Assignment is conditional upon the satisfaction (or waiver)
of the following conditions before 1 May 2025, or at a later date to be agreed
by the Parties:
(a) Regulatory approvals: the Vendors obtaining all necessary regulatory
approvals or waivers pursuant to the ASX Listing Rules (including ASX Listing
Rule 10.1 if required), the Corporations Act or any other law to allow the
Parties to lawfully complete the matters set out in this Agreement.
(b) Mineral Rights Agreement: the Parties entering into a Mineral Rights
Agreement.
(c) Royalty Assumption Deeds:
(i) the Parties executing and delivering to Dynamic Metals (and procuring
that Ruth Well Nickel Pty Ltd execute and deliver) an Assumption Deed in
accordance with clause 8 of the royalty agreement dated 16 April 2024 and in
respect to E47/3341;
(ii) the Parties executing and delivering to Dynamic Metals (and procuring
from Hard Rock Resources Pty Ltd) an Assumption Deed in accordance with clause
8 of the royalty agreement dated 16 April 2024 and in respect to E47/3534; and
(iii) the Parties executing and delivering to Dynamic Metals (or procuring
from Hard Rock Resources Pty Ltd and Ruth Well Nickel Pty Ltd) an Assumption
Deed in accordance with clause 8 of the royalty agreement dated 16 April 2024
and in respect to E47/3340.
(d) Third party approvals: the Vendors obtaining all third-party approvals and
consents required.
(e) Variation of Osborne JV Agreement: the Vendors entering into (or Artemis
procuring KML No 2 Pty Ltd to enter into) a deed of variation in respect of
the Osborne Joint Venture, pursuant to which they agree to vary the Osborne JV
Agreement by amending Schedule 1 of the Agreement by replacing "all minerals
excluding gold" with "all minerals excluding gold and lithium". The Osborne JV
therefore goes into Andover Lithium on a 50%/50% basis, and excludes gold.
(f) Consent: if required, Artemis procuring that Hard Rock Resources Pty
Ltd provide written consent to the transfer of Lithium Rights to the Company
in respect to E47/3534, P47/1881 and E47/3340 in accordance with the Tenement
Sale Agreement between the Vendors, Elysian Resources Pty Ltd, Hard Rock
Resources Pty Ltd, KML No 2 Pty Ltd and Western Metals Pty Ltd, dated on or
about 14 October 2021.
Initial funding (a) Each of the Vendors, agree to contribute an amount to the Joint Venture
which shall be determined based on the Company's proposed first year
exploration budget.
(b) The Company will contribute 25% of costs relating to the Tenements,
including rents, rates and other Tenement holding costs, however excluding
exploration expenditure.
Internal administration (a) Maximum number: the Board of Andover Lithium shall consist of 2
Directors (excluding alternate directors).
(b) Appointment:
(i) GreenTech will appoint 1 Director and may require the removal or
substitution of any Director so appointed.
(ii) Artemis will appoint 1 Director and may require the removal or
substitution of any Director so appointed.
(iii) The Directors, by simple majority vote:
(A) may appoint one of their number as Chairperson of the Board; and
(B) can remove that Chairperson.
(c) Casting vote: The Chairperson will have a casting vote.
Management Committee (a) The Parties agree to establish a Management Committee at the Board's
election, if and when required, and in any event where there is another party
invited to participate in the Joint Venture.
(b) The representatives of the Management Committee will be agreed between
GreenTech and Artemis.
(c) The chair of the Management Committee will be appointed by GreenTech and
will have a casting vote.
Manager GreenTech is the manager of the Joint Venture (Manager).
Additional funds For as long as GreenTech and Artemis are the only shareholders of the Company,
the registered holder of each Tenement will be responsible for meeting
Expenditure commitments to the extent that the Company's activities on a
Tenement do not meet or exceed the commitments for that year.
Where the Manager determines that the Company requires further funds for
Company Operations in accordance with an approved Programme (Required Funds),
the Board may determine to raise the Required Funds by:
(a) calling on the Vendors to contribute in proportion to their respective
interests; or
(b) seeking finance in the Company's name from the Company's banker or from
another third-party financier on reasonable commercial terms; or
(c) issuing equity in the Company; or
(d) entering into an alternative commercial transaction, provided the Board
shall grant the Shareholders of the Company a first right (for a period of
fourteen (14) days) to retain their then Shareholder Interest by participating
in the commercial transaction (in proportion to their Shareholder Interest);
or
(e) a combination of any of (a), (b) (c) or (d).
Dilution If a shareholder elects not to contribute to its proportion of Required Funds
(Diluting Party), its shareholder interest will be diluted according to the
following formula:
Diluted Shareholder Interest = AE x
Total Expenditure
Where:
Diluted Shareholder Interest means the Diluting Party's Shareholder Interest
percentage equivalent after the dilution.
AE means the actual Expenditure contributed by the Diluting Party to
Expenditure in the period from the Commencement Date up to the date of the
election plus that Shareholder's DE.
DE (Deemed Expenditure) means A$3,193,448 and each Shareholder's DE is equal
to 50% of this amount (or A$1,596,724).
Total Expenditure means the sum of actual Expenditure contributed to
Expenditure by all Shareholders in the period plus all DE up to the date of
the election.
Where:
Diluted Shareholder Interest means the Diluting Party's Shareholder Interest
percentage equivalent after the dilution.
AE means the actual Expenditure contributed by the Diluting Party to
Expenditure in the period from the Commencement Date up to the date of the
election plus that Shareholder's DE.
DE (Deemed Expenditure) means A$3,193,448 and each Shareholder's DE is equal
to 50% of this amount (or A$1,596,724).
Total Expenditure means the sum of actual Expenditure contributed to
Expenditure by all Shareholders in the period plus all DE up to the date of
the election.
1 Refer to Azure Minerals ASX Announcements dated 2 May 2024 and 7 August
2023
2 Refer to Artemis Resources ASX Announcements dated 19 & 20 March 2025
3 Refer to GreenTech Metals ASX Announcement dated 13 March 2025
4 Refer to Artemis Resources ASX Announcement dated 19 & 20 March 2025
4 Refer to GreenTech Metals ASX Announcement dated 13 March 2025
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