REG - Hamak Gold Limited - Strategic Partnership on the Nimba Gold Project

Hamak GoldAnnouncement

21/05/2025 07:00

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RNS Number : 5648J  Hamak Gold Limited  21 May 2025

 

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JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION.

21 May 2025

Hamak Gold Limited

("Hamak Gold" or the "Company")

 

Strategic Partnership on the Nimba Gold Project in Liberia

 

Board Changes and Issue of Fee Shares

 

Hamak Gold Limited (LSE: HAMA) is pleased to announce that it has entered into
a partnership with ASX-listed First Au Limited (ASX: FAU) in relation to the
Nimba project in Liberia. Inter-alia, under the Agreement, FAU will be
responsible for funding further ongoing exploration work and drilling at
Nimba. As consideration First Au has agreed to issue new FAU shares to Hamak
Gold through a progressive earn-in schedule.

Highlights

·    FAU to fully fund the exploration programme at Nimba, including a
minimum of 2,500 meters of diamond drilling and assays during 2025 to further
define the extent of the high-grade gold discovery at Ziatoyah

·    Two new diamond drill rigs, including two year's worth of critical
spares, have been shipped and received in Liberia to undertake the drilling
programme for 2025, and beyond

·    FAU will progressively increase its interest in the Nimba project
through funding the exploration as well as issuing shares in FAU to Hamak
Gold

·    Subject to resource development milestones being achieved, further
FAU shares will be awarded to Hamak Gold

Karl Smithson, Executive Director of Hamak Gold commented:

"We are delighted to form this partnership with First Au Limited so we can
rapidly advance the development of the Nimba exploration programme through
efficient, cost-effective owner operated drilling.

"FAU has an excellent technical team that can lead the programme with the
objective of further defining the extent of the high-grade Ziatoyah gold
discovery with the ultimate aim of progressing towards a maiden resource
declaration. The exploration expenditure will be fully funded by FAU, whilst
Hamak Gold will simultaneously accrue value through the progressive issue of
FAU shares over the next 12 months. The Company will also have possible future
value accretion events in the event of a resource declaration at Nimba.

"The Board of Hamak Gold believes that, considering the persistently poor
capital markets for small-cap resource companies, this deal with FAU
represents value for shareholders both in the immediate and longer term.

"We also believe that this Agreement will be beneficial to Liberia, which
actively seeks foreign direct investment, particularly in the resources
sector, to bring to account its potential mineral wealth for the benefit of
the country. Indeed Hamak Gold is a majority Liberian-owned business led by
major shareholder and Chairman Amara Kamara, who is also the President of the
Chamber of Mines of Liberia, and is instrumental in attracting investment in
the wider resources sector in Liberia.

"As a Company, Hamak Gold will continue to seek additional projects and
corporate strategies in the metals and resources space that we believe can
provide further value opportunities."

Figure 1: Nimba Exploration Licence Location

First Au Limited and Hamak Gold Limited Joint Venture Partnership

Hamak Gold and First Au Limited have entered into a binding terms sheet dated
15 May 2025. The terms give the right for FAU to progressively earn up to a
70% interest in 79 Resources Inc, the 100% owned subsidiary of Hamak Gold
which directly holds the Nimba licence, through funding exploration work at
Nimba as well as issuing up to £627,473 (A$1.3 million) of FAU shares (or
combination of cash/shares) to Hamak Gold Limited over the next nine months.
 FAU will then have the option to further increase its interest to full
ownership in the project should results justify, in return for continued
project expenditure and the issue of a further £289,603 (A$600,000) shares in
FAU, being a possible total consideration of £917,077 (A$1.9 million).  All
shares issued by FAU will be subject to a six-month voluntary escrow period
from time of issue. Furthermore, subject to resource milestones being
achieved, FAU will issue up to £965,344 (A$2 million) shares in FAU to Hamak
Gold, in two equal tranches of A$1 million each. The first tranche will be
issued when a compliant indicated mineral resource estimate of at least
750,000 ounces Au at a grade of >1.1 g/t Au, is declared. The second
tranche will be issued when the compliant indicated mineral resource estimate
is declared at 1.5 million ounces Au at a grade of >1.1g/t Au, within five
years of the date of issue.  Figures stated are converted at a current
exchange rate of £1 to A$2.07.

Completion of the agreement remains subject to a 45 day final due diligence
period and the receipt of the fully executed Nimba licence documents, which
are awaited from the Ministry of Mines and Energy of Liberia (refer to Full
Year Results announcement dated 30 April 2025).

On completion, Karl Smithson, Executive Director of Hamak Gold, will join the
Board of FAU as a Non-Executive Director, subject to the usual Australian
regulatory approvals.

Board Changes

Non-Executive Director Samuel Julius Baiden has resigned from the Board of the
Company, effective immediately, to focus on his full-time position with gold
development company FG Gold.  The Board of Directors would like to thank Mr
Baiden for his contribution as a Director of the Company.

Issue of Director Fee Shares

To conserve funds, the Directors of the Company continue to accept shares in
the Company in lieu of cash fees ("Fee Shares") for the last thirteen months.

For the period of 1 April 2024 to 30 April 2025, a total of 30,517,241 Fee
Shares, at a price of 0.58 pence per share, being a 17.2% premium to the mid
market price prior to this announcement, will be issued to the Directors of
the Company in lieu of accured Director fees of £177,000, as follows:

 Name              No. of Shares
 Amara Kamara      10,833,333
 Karl Smithson     9,339,080
 Julius Baiden     2,873,563
 Niall Young       3,735,632
 Martin Lampshire  3,735,632
 Total             30,517,241

 

In addition a further 32,171,706 shares have been issued to certain
management, staff, advisors and consultants in lieu of fees ("Consultant
Shares"), to further reduce cash costs in the Company.

The Company is currently unable to issue and admit the entirety of the
Consultant Shares without either the publication of an FCA approved prospectus
or relying upon an exemption to the requirement to issue a prospectus.
Consequentially, the issue of the Consultant Shares involves the issue of
16,219,002 new Ordinary Shares in the Company at a deemed price of 0.58 pence
per share and a subscription by Karl Smithson, Executive Director of Hamak,
for 15,952,704 new Ordinary Shares in the Company (the "Director Shares") also
at a deemed price of 0.58 pence per share. Following Admission, Karl Smithson
has agreed to immediately sell 15,952,704 of the Director Shares, at the same
issue price, to certain management, staff and advisors.

Admission and Total Voting Rights

The Company has made applications to the Financial Conduct Authority ("FCA")
and the LSE to have 62,688,947 Ordinary Shares admitted to the Standard
Listing and to trading on the Main Market with Admission expected to occur on
or around 26 May 2025.

On Admission, the Company's issued share capital will comprise 143,761,264
Ordinary Shares, with each Ordinary Share carrying the right to one vote.
Accordingly, the total number of voting rights in the Company will be
143,761,264 and this figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
FCA's Disclosure Guidance and Transparency Rules.

Following the Fee Shares and Consultant Shares issue, the Directors holdings
are as follows:

 Name              Shares Held  % of Issued Share Capital
 Amara Kamara      38,711,976   26.93%
 Karl Smithson*    17,018,509   11.84%
 Martin Lampshire  6,389,470    4.44%
 Julius Baiden     4,468,713    3.11%
 Niall Young       5,180,782    3.60 %

*including 1,599,482 shares held in spouse's name.

For the purposes of UK MAR, the person responsible for arranging the release
of this announcement on behalf of Hamak Gold is Karl Smithson, Executive
Director.

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1. Nicholas Karl Smithson

                                                                   2. Samuel Julius Baiden

                                                                   3. Kenneth Niall Young

                                                                   4. Amara Kamara

                                                                   5. Martin Lampshire
 2    Reason for the notification

 a)   Position/status                                              1. Executive Director

                                                                   2. Non-Executive Director

                                                                   3. Non-Executive Director

                                                                   4. Executive Chairman

                                                                   5. Non-Executive Director
 b)   Initial notification /Amendment                              Amendment

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Hamak Gold Limited

 b)   LEI                                                          213800NL4ICLKYSYU749

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of no par value each

      Identification code

                                                                   ISIN: VGG4256S1048

 b)   Nature of the transaction                                    Issue of Fee Shares (as applicable)

 c)   Price(s) and volume(s)                                        Price(s)     Volume(s)

                                                            1. £0.0058    1. 9,339,080

                                                                   2. £0.0058    2. 2,873,563

                                                                   3. £0.0058    3. 3,735,632

                                                                   4. £0.0058    4. 10,833,333

                                                                   5. £0.0058    5. 3,735,632

 
 d)   Aggregated information                                       30,517,241

      Price                                                        £0.0058
 e)   Date of the transaction                                      16.5.25

 f)   Place of the transaction                                     Outside a trading venue

 

d)

 

Aggregated information

 

Price

30,517,241

 

£0.0058

e)

 

Date of the transaction

16.5.25

f)

 

Place of the transaction

Outside a trading venue

 

For further information you are invited to view the Company's website at
www.hamakgold.com or please contact:

 Hamak Gold Limited

 Amara Kamara                                   +231 (0) 77 005 0005

 Karl Smithson                                  +44 (0) 77 837 07971
 Peterhouse Capital Limited (Corporate Broker)  +44 (0) 20 7469 0930

 Yellow Jersey PR

 Annabelle Wills                                +44 (0) 20 3004 9512

About Hamak Gold Limited

 

Hamak Gold Limited (LSE: HAMA) is a UK listed company focussed on gold
exploration of a portfolio of licences in highly prospective areas of Liberia,
where significant drilling results have identified a new high-grade gold
discovery with the discovery hole returning 20m @ 7g/t Au near surface in its
Nimba licence on the border with Ivory Coast which is located in proximity to
the commercial Ity Gold Mine.

About First Au Limited

FAU is an advanced gold and base metals exploration company listed on the
Australian Securities Exchange (ASX: FAU) and is pursuing exploration
programmes at its Victorian Goldfields Project in East Gippsland and its 100%
owned Gimlet Gold project near Kalgoorlie.

 

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