REG - Celsius Resources Ld - MCB Project secures funding for development
24/02/2025 08:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250224:nRSX1817Ya&default-theme=true
RNS Number : 1817Y Celsius Resources Limited 24 February 2025
ASX/AIM RELEASE
24 FEBRUARY 2025
MCB Project secures funding to jumpstart development
HIGHLIGHTS
Makilala Mining Company, Inc. signed a binding term sheet with Maharlika
Investment Corporation, the Philippines' sovereign wealth fund, for a bridge
loan facility of USD 76.4 million to initiate early works for the MCB Project.
_______________________________________________________________________________
Celsius Resources Limited ("Celsius" or "CLA") (ASX, AIM: CLA) is pleased to
announce that its Philippine affiliate, Makilala Mining Company, Inc. ("MMCI"
or the "Company"), has signed a binding term sheet with Maharlika Investment
Corporation ("MIC") which outlines the key terms of a bridge loan facility of
up to USD 76.4 million ("Facility), to fund the Company's flagship
Maalinao-Caigutan-Biyog Copper-Gold Project ("MCB" or the "Project").
The Facility is intended to fully finance the updating of the Company's
feasibility study ("FS") and Front-End Engineering Design ("FEED"), and
partially funding early development activities, including main access road
construction in coordination with the Kalinga Provincial Government and
skills-based training for the Balatoc community. The binding term sheet is
also intended to enable MMCI to comply with the financial capability
requirements under its Mineral Production Sharing Agreement with the
Philippine Government. 1 (#_ftn1)
MIC is a Philippine Government owned and controlled corporation mandated to
manage the sovereign wealth fund of the Philippines. Its mission includes
driving long-term national development by fostering job creation, accelerating
poverty reduction, and promoting economic growth while achieving optimal
investment returns 2 (#_ftn2) .
The MIC Board's approval follows an extensive due diligence process, which
assessed technical, legal, financial, and socio-economic aspects of the
Project. Initial results highlight promising technical and economic
feasibility, environmental compliance, and social license.
The proceeds of the Facility mark a critical milestone in the Project's
funding, enabling immediate commencement of work with the initial funding
amount of USD10 Million. Consequently, these works will no longer require
direct funding from CLA.
Discussions on the additional equity funding required are ongoing, given total
estimated capital expenditure of the Project. We look forward to updating
investors once binding equity agreements have been finalised.
MIC's Chief Executive Officer, Rafael D. Consing, Jr. said:
"Our investment decision reflects a shared commitment to the sustainable,
inclusive, and regenerative development of the MCB Project. We envision the
MCB Project as a benchmark for the Philippine Government's call for 'beyond
responsible mining,' setting a new standard for resource development in the
Philippines."
Celsius Executive Chairman Atty. Julito R. Sarmiento, said:
"The Maharlika Investment Corporation's decision to invest in the MCB Project
underscores the Philippine Government's strong commitment to advancing the
critical metals sector and fostering a responsible mining industry that
delivers meaningful benefits to host communities. In this case, we are
particularly grateful for the support extended to the Balatoc Indigenous
Cultural Community, which stands to gain from this partnership.
In return, we pledge to fulfill our role as responsible stewards, ensuring the
MCB Project's success while upholding environmental and social
responsibilities. Immense credit goes to the dedicated MMCI team in the
Philippines, whose efforts, alongside the unwavering support of the CLA Board,
have brought the MCB Project to this pivotal stage of construction and
development. Achieving full permitting and securing substantial funding within
just four years despite the challenges of the pandemic is a testament to their
hard work and commitment, and we express our heartfelt gratitude to them for
their achievements."
Principal Terms and Conditions
Facility Amount Up to USD76,435,418.90 covered by two (2) Omnibus Loan and Security Agreements
(respectively, "First OLSA" and the "Second OLSA"; collectively, the "OLSAs").
Use of Proceeds To fully finance the updating of the Company's Feasibility Study and FEED,
partially finance the development and operations of the MCB Project; and
maintain regulatory compliance of the MCB Project. To serve as proof of
financial capability to comply with the condition under its Mineral Production
Sharing Agreement ("MPSA"), required to be submitted by the Department of
Environment and Natural Resources ("DENR") on or before 13 March 2025.
Availability Period First OLSA: The Availability Period under the First OLSA shall be nine (9)
months from signing, with funding tied to the satisfactory completion of the
FEED / updated FS.
Second OLSA: Subject to satisfactory completion of the FEED / updated FS, up
to 24 months from signing.
Any undrawn amounts after the availability periods shall be automatically
cancelled.
Tenor Three (3) years for the entire Facility covering the OLSAs.
Maturity Date 3 years after the first drawdown under the Second OLSA, or within 1 year of
the first drawdown under the First OLSA if the FEED / FS is unsatisfactory.
Interest Payment and Rate Compounded quarterly and added to the principal amount, payable on Maturity
Date.
12.5% fixed interest rate, compounded quarterly.
Security Package Real Estate Mortgage on MMCI's mining rights and project-related property.
Security interest in collateral, moveable assets, and project documents.
Share Collateral on shares of Makilala Holding Limited and Sodor, Inc. in
MMCI.
Control over the project's financial accounts.
Corporate Suretyship from CLA for 40% of the Facility Amount.
Condition precedent to signing the First OLSA Delivery of the Bureau of Internal Revenue ("BIR")-issued certificate
authorising registration of the transfer of 30,000,000 shares in MMCI, from
Makilala Holding Limited ("MHL") to Sodor, Inc (Sodor)., the "Certificate".
Conditions precedent to first drawdown under the First OLSA Key conditions precedent include, without limitation, the following:
(a) Delivery of certified true copies of the Certificate;
(b) A sworn certification and undertaking by the appropriate officer of CLA,
that (i) CLA has the obligation to issue the Performance Shares to the
Balatoc Tribe under the Memorandum of Agreement with the tribe 3 (#_ftn3) ;
(ii) CLA will not use the proceeds of the Facility to pay any outstanding
intercompany advance or any Advanced Royalties; (iii) it will not convert any
part of the outstanding shareholder advances into equity, without the consent
of MIC;
(c) A sworn undertaking by MMCI that it will not use any part of the
proceeds of the Facility to pay or settle the outstanding shareholder advances
of CLA or any part thereof.
(d) Constitution by MMCI of a Project Management Committee ("PMC") which
will be composed of equal representatives from MIC and MMCI.
Conditions precedent to second drawdown under the First OLSA and the first Customary for transactions of this nature, including but not limited to:
drawdown under the Second OLSA
(a) Satisfactory results of the FEED/FS;
(b) Satisfactory demonstration that use of previous drawdowns aligns with
the works indicated in the disbursement schedule;
(c) No default on representations and warranties; and
(d) No material adverse effect; compliance with financial ratios.
Transfer Restrictions MIC granted a right of first offer on any sale/transfer of MMCI's assets
and/or MMCI shares. Notwithstanding MIC rejection of first offer, relevant
parties obliged to reoffer to MIC before finally selling to third party.
During the term of the Bridge Loan, the Parties shall negotiate the equity
sale of MMCI's shares to MIC.
For 3 years from the signing, MMCI cannot sell or transfer MMCI's assets or
shares without MIC's prior written consent
Senior in Priority Payment MMCI's payment obligations under the OLSAs shall rank senior to all other
indebtedness and monetary obligations.
Next Steps
The parties are in the advanced stages of finalising the Omnibus Loan and
Security Agreements reflecting the terms of the binding term sheet. A further
announcement will be made once concluded.
Meanwhile, MMCI is in the process of selecting a suitable engineering company
to update its FS and FEED. The Company awarded will be announced after signing
of the loan agreements, alongside the resumption of drilling and onsite
activities to support engineering and early works.
MCB COPPER-GOLD PROJECT
The MCB Copper-Gold Project (MCB) is located in the Cordillera Administrative
Region in the Philippines, approximately 320km north of Manila (Figure 1). It
is the flagship project within the Makilala portfolio which also contains
other key prospects in the pipeline for permit renewal/extension.
A maiden JORC Compliant Mineral Resource Estimate was declared for the MCB
Project in January 2021, comprising 313.8 million tonnes @ 0.48% copper and
0.15g/t gold, for 1.5 million tonnes of contained copper and 1.47 million
ounces of gold, of which 290.3 million tonnes @ 0.48% copper and 0.15 g/t gold
is classified as Indicated and 23.5 million tonnes @ 0.48% copper and 0.10 g/t
gold is classified as Inferred.
An updated JORC compliant Mineral Resource Estimate was announced for the MCB
Project on 12 December 2022, comprising 338 million tonnes @ 0.47% copper and
0.12 g/t gold, for a total of 1.6 million tonnes of contained copper and 1.3
million ounces of gold, of which 249 million tonnes @ 0.44% copper and 0.11
g/t gold is classified as Indicated, 42 million tonnes @ 0.52% copper and 0.11
g/t gold is classified as Inferred, and 47 million tonnes @ 0.59% copper and
0.19 g/t gold is classified as Measured.
A Study for the MCB Project was announced by CLA on 1 December 2021, which
identified the potential for the development of a copper-gold operation with a
25-year mine life. The Study was based on an underground mining operation and
processing facility to produce a saleable copper-gold concentrate.
Highlights from the Study include a Post tax NPV (8%) of US$464m and IRR of
31%, assuming a copper price of US$4.00/lb and gold price of US$1,695/oz.
Initial capital expenditure is estimated to be US$253m with a payback period
of approximately 2.7 years. The designed mine production is matched to a
2.28Mtpa processing plant which will treat ore with an estimated average grade
of 1.14% copper and 0.54g/t gold for the first 10 years of planned production
with a C1 4 (#_ftn4) cash costs at just US$0.73/lb copper, net of gold
credits.
Figure 1. Location of the MCB Project in the province of Kalinga, Northern
Luzon, Philippines.
This announcement has been authorised by the Board of Directors of Celsius
Resources Limited.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018.
Listing Rule 5.23 Disclosure
The Company confirms that it is not aware of any new information or data that
relates to Exploration Results and Mineral Resources at the MCB Project and
that all material assumptions and technical parameters underpinning the
Mineral Resource continue to apply.
Forward Looking Statements
Some of the statements appearing in this announcement may be in the nature of
forward-looking statements. You should be aware that such statements are only
predictions and are subject to inherent risks and uncertainties. Those risks
and uncertainties include factors and risks specific to the industries in
which the Company operates and proposes to operate as well as general economic
conditions, prevailing exchange rates and interest rates and conditions in the
financial markets, among other things. Actual events or results may differ
materially from the events or results expressed or implied in any
forward-looking statement.
No forward-looking statement is a guarantee or representation as to future
performance or any other future matters, which will be influenced by a number
of factors and subject to various uncertainties and contingencies, many of
which will be outside the Company's control.
The Company does not undertake any obligation to update publicly or release
any revisions to these forward-looking statements to reflect events or
circumstances after today's date or to reflect the occurrence of unanticipated
events. No representation or warranty, express or implied, is made as to the
fairness, accuracy, completeness or correctness of the information, opinions
or conclusions contained in this announcement. To the maximum extent permitted
by law, none of the Company's Directors, employees, advisors, or agents, nor
any other person, accepts any liability for any loss arising from the use of
the information contained in this announcement. You are cautioned not to place
undue reliance on any forward-looking statement. The forward-looking
statements in this announcement reflect views held only as at the date of this
announcement.
Celsius Resources Contact Information
Level 5, 191 St. Georges Terrace
Perth WA 6000
PO Box 7059
Cloisters Square PO
Perth WA 6850
P: +61 2 8072 1400
E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)
W: www.celsiusresources.com (http://www.celsiusresources.com)
Celsius Resources Limited
Mark van Kerkwijk P: +61 8 9324 4516
E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)
W: www.celsiusresources.com (http://www.celsiusresources.com)
Multiplier Media
(Australia Media Contact) M: +61 402 075 707
Jon Cuthbert E: jon.cuthbert@multiplier.com.au (mailto:jon.cuthbert@multiplier.com.au)
Beaumont Cornish Limited
(Nominated Adviser)
Roland Cornish/Felicity Geidt/Andrew Price P: +44 (0) 207 628 3396
Zeus Capital Limited (Broker)
Harry Ansell/James Joyce/James Bavister P: +44 (0) 20 7220 1666
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any persons for providing protections afforded to
customers of Beaumont Cornish nor for advising them in relation to the
proposed arrangements described in this announcement or any matter referred to
in it.
1 (#_ftnref1) ASX Announcement 18 March 2024
2 (#_ftnref2) https://www.mic.gov.ph/ (https://www.mic.gov.ph/)
3 (#_ftnref3) ASX Announcement 15 November 2022
4 (#_ftnref4) C1 costs include all direct costs in mining, processing,
general and administration, and selling (including freight).
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCSEWSWLEISELERecent news on Celsius Resources
See all newsREG - Celsius Resources Ld - Quarterly Activity Report
AnnouncementREG - Celsius Resources Ld - Result of Meeting
AnnouncementREG - Celsius Resources Ld - PH Government confirmation, MMCI capability
AnnouncementREG - Celsius Resources Ld - ASX Trading Halt
AnnouncementREG - Celsius Resources Ld - Notice of GM
Announcement