REG - Caerus Mineral Res. - Sale of Cyprus Assets

Critical Mineral ResourcesAnnouncement

07/12/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221207:nRSG8280Ia&default-theme=true

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 (mailto:info@caerusmineralresources.com)

 Charles Long, Chief Executive Officer
 Novum Securities                         +44 (0) 20 7399 9425

 Jon Belliss

 

 

 

 

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  MSCUNOARUAUURUA