Panthera Resources Plc (LON:PAT), the diversified gold exploration and development company with assets in West Africa and India, has today announced that it has entered into definitive agreements to restructure its ownership interests in Moydow Holdings Limited and underlying assets. Importantly, the Proposed Transaction will provide funding to the Labola Project of up to US$18 million.
Highlights
· US$18 million farm-out agreement secured on Labola Project with Diamond Fields Resources Inc (“DFR”)
· Spin-out of Kalaka and Nigeria projects from Moydow into a new entity (“Maniger”)
· Panthera secures 50% interest and operatorship of Maniger
· Minimising dilution to Panthera’s wider asset portfolio
Commenting on the funding, Mark Bolton, Managing Director of Panthera said:
“Panthera continues to focus on both progressing its projects whilst also managing its own – and its investors’ – financial and risk exposure to those assets. Since partnering with Moydow last year, the Labola project has progressed rapidly, and we remain enthusiastic about its outlook.
The Proposed Transaction with DFR provides significant finance to progress the Labola Project to the next stage, primarily the bankable feasibility study. Panthera’s significant ongoing interest in Labola of up to 30% ensures that the Company will benefit from any success, while not diluting shareholders’ exposure to the Company’s other assets including Bassala, Bido and India. The ‘spin out’ of the Kalaka and Nigeria projects preserves our interest independent of Labola.
In summary, the DFR transaction secures significant multi-year financing for Labola, ameliorates potential concentration of risk and maximises shareholder exposure to the growth opportunity from our wider asset portfolio.“
Proposed Transaction
Overview
Following the completion of the transaction:
· DFR will acquire all of the shares and options in Moydow not held by Panthera. Accordingly, DFR will own an 80% equity interest in Moydow with the remaining equity interest held by Panthera; it is a condition that DFR spend US$18 million in exploration and development activities in order to maintain its equity interest in Moydow at 80%.
· Panthera has been granted a ‘Back-In’ right to acquire a 10% interest in Moydow for US$7.2 million increasing its ownership in Moydow to 30%. The Back-In right is exercisable on the earlier of US$18 million in expenditure by DFR or 5 years.
· The Kalaka and Nigerian projects will be spun out of Moydow into a new company, Maniger Limited, which will be 50% jointly owned by Panthera and DFR.
· DFR will be the operator of Moydow and Panthera will be the operator of Maniger.
Implementation Agreement
DFR and Panthera have entered into an implementation agreement (the “Implementation Agreement”) under which both parties, subject to conditions described below, have agreed to carry out the steps required to implement the Proposed Transaction.
Share Exchange Agreements
DFR and Mr Brian Kiernan have entered into a share exchange agreement (the “Kiernan Exchange Agreement”) by which Mr Kiernan has agreed, subject to conditions, to sell to DFR all ordinary shares of Moydow held by Mr Kiernan in exchange for common shares of DFR based on one common share of Moydow for 16.46 common shares of DFR (the “Exchange Ratio”). DFR has entered into share exchange agreements with several other minority Moydow shareholders and option holders to exchange their shares and options in Moydow for DFR shares.
Spin-Out Agreement
Moydow and Panthera have also entered into a share exchange agreement (the “Panthera Exchange Agreement”) by which, subject to conditions, Moydow will acquire certain of the ordinary shares in Moydow held by Panthera in exchange for a 50% equity interest in Maniger, which will own all of Moydow’s interests in the Kalaka and Nigerian Projects.
Grant of Warrants
Moydow has issued 210,000 warrants including 70,000 warrants each to Panthera and Mr Brian Kiernan. Each warrant is convertible to one Moydow ordinary share for US$3.50 per warrant on or before 31 December 2021. Moydow shares issued upon conversion of the warrants shall be automatically exchanged for commons shares in DFR.
Transaction Approvals and Timeline
Under the terms of the Implementation Agreement, the closing of the Proposed Transaction is subject to several conditions including the approval of the Transaction by the TSX Venture Exchange (the “TSX-V”), any DFR shareholder approvals required by the TSX-V (including shareholder approval of Brian Kiernan as a new “control person'” of DFR under the rules of the TSX-V) and satisfactory confirmatory due diligence by DFR in respect of certain tax and regulatory matters. It is anticipated that the approval of Brian Kiernan as a “control person” can be obtained by the written consent of at least 51% of the shareholders of DFR without the need for a shareholder meeting.
Under the rules and policies of the TSX-V and applicable Canadian securities laws, DFR will prepare and file on SEDAR a technical report in respect of the Labola project in accordance with NI 43-101. Should a shareholder meeting be required by the TSX-V to approve the Proposed Transaction, it is anticipated that such a shareholder meeting will be held in September 2021 with a closing of the Proposed Transaction as soon as possible thereafter.
Overview of Diamond Fields Resources Inc
DFR is a resources focused company listed on the TSX-V. Mr Jean Raymond Boulle, an internationally renowned mining entrepreneur and investor, currently holds an approximate 78% interest in DFR.
Upon completion of the Proposed Transaction, Brian Kiernan and Jean Raymond Boulle will invest, in the aggregate, US$2.75m in DFR (or its affiliates).
Mr Kiernan will be appointed Chairman of the DFR Board of Directors.
Overview of Moydow Holdings Limited
Moydow is a privately owned, BVI registered, West African focused gold exploration business, which was formed in 2019 to acquire an interest in the Paimasa and Dagma gold projects in Nigeria. Moydow subsequently acquired from Panthera its interests in the Labola (Burkina Faso) and Kalaka (Mali) projects in 2020 and 2021 respectively. Panthera currently holds a 45.8% undiluted equity interest and a 39.74% diluted equity interest in Moydow.
Labola Project (Burkina Faso)
The Labola (Wuo Land) gold project is located in southern Burkina Faso, approximately 380km southwest of the capital city Ouagadougou. The area is located within the Banfora Greenstone Belt, comprised dominantly of Birimian aged metasediments with lesser metavolcanic and felsic intrusions. It contains numerous artisanal workings over at least 15,000m strike within the tenement area. These workings are targeting high-grade shoots within individual quartz veins that are located within an extensive zone of shearing, sheeted to stockwork quartz veining and silica-sulphide alteration.
Previous explorers have completed 65,556m RAB/RC/DD drilling in 541 drill holes. That work has outlined numerous extensive zones of gold mineralisation over the entire 9km of strike tested so far. This mineralisation has been wireframed by previous explorers. Mineral resources have been estimated by previous explorers within these wireframes, but they cannot be reported under JORC or NI43-101 guidelines at this stage, largely due to their historical nature. Some of the previous drilling is quite broad spaced and, although gold mineralisation has been intersected, additional drilling is required to firm up the mineralisation outlines.
Work undertaken by Panthera and Moydow has shown that excellent potential exists to convert the historical resource estimates to a maiden resource estimate by Moydow under JORC or NI43-101 guidelines. A drilling programme was commenced by Moydow in May 2021 to confirm the historic database and support Moydow’s efforts to prepare a maiden resource estimate. The programme includes twin drilling of both previous explorers’ drillholes designed to confirm the location and gold grades of the mineralised intersections to increase confidence in the historical data.
In addition to the confirmatory drilling, a 350-metre gap in the previous drilling has been selected for infill drill testing designed to test this area for additional resource ounces. This area has associated artisanal mining activity and IP chargeability and resistivity anomalies.
Due to the presence of coarse gold in some of the mineralised quartz veins, samples of mineralisation from the twin drilling are being assayed using an accelerated cyanide leach technique (LeachWELL) of a large 2-3kg sub-sample as well as conventional fire assay.
As the mineralisation is being confirmed as being in the correct location and having the correct grades (within expected error limits), it is anticipated that a resource estimate under JORC or NI43-101 guidelines will be prepared once all results are to hand.
Follow-up drilling is planned once results of the current programme have been received, compiled and assessed. This will be designed to increase the overall resource size and will include testing of the high priority targets noted above.
Moydow currently holds an option to purchase 100% of the existing licence holder’s interest in the Labola (Wuo Land) exploration licence through the payment of US$1.0m. An additional payment of US$1.0m is required to be made to the licence holder upon the successful definition and reporting of a resource of at least 1,000,000 ounces of gold (under JORC guidelines). The licence holder will retain a 1% net smelter return royalty (“NSR”) on all gold produced up to a total aggregate payment cap of US$2.0m. This royalty is in addition to a 1% NSR owing to the previous explorer Nordgold which has a total aggregate payment cap of US$3.0m.
Kalaka Project (Mali)
A significant amount of previous work has been undertaken by other explorers including soils over the entire tenement area (7,349 samples), airborne geophysics (909 line-km magnetics and EM), ground IP and 20,952m drilling (RAB/AC/RC/DD) in 372 holes.
This work has identified four sub-parallel zones of gold mineralisation with an interpreted combined strike of approximately 47km based on geochemistry, drilling and geophysics.
Within these zones, the most advanced target is the K1A prospect which consists of sheared and altered (silica, sulphide, biotite) granodiorite dykes and metasediments. The main K1A mineralisation is over 750m long, 150-200m wide, and over 200m deep (open at depth) and averages around 0.5g/t Au. Significant drill intercepts include:
· 249.3m @ 0.54g/t Au from 52m (to end of hole) including 8m @ 3.17g/t Au from 107m
· 191.8m @ 0.52g/t Au (to end of hole) including 6m @1.47g/t Au and 4m @ 2.47g/t Au
· 176.4m @ 0.49g/t Au from 24m (to end of hole) including 8m @ 1.83g/t Au from 52m
Potential for a large-tonnage, low-grade gold deposit can be seen, and the mineral processing characteristics of this are being examined to ascertain if it is possible to be heap leached.
Based on the geophysical interpretations, several areas of structural complexity have been outlined that are interpreted to have the potential for higher-grade mineralisation.
Work by Moydow/Panthera has consisted of data compilation and assessment, geological and regolith mapping, rock chip sampling, preliminary metallurgical test work and time-domain gradient array induced polarisation (IP) surveying.
This work shows that the K1A mineralisation has a very well-defined IP chargeability high associated with it, related to disseminated sulphides in the alteration halo. Based on the very clear relationship between the chargeability high and mineralisation, the IP survey has been extended and is currently being extended once again. To date, eight high priority targets have been identified with potential for higher-grade mineralisation.
The second extension of the IP survey is due to be completed within the next few weeks and targets drill tested after the current wet season.
Moydow is earning an 80% interest from Golden Spear Mali SARL, a local joint venture partner, under which there is an obligation to pay the joint venture partner a fee of US$80,000 (or equivalent in shares) and incur exploration expenditure of approximately US$312,000 by 31 December 2021 and approximately US$300,000 by 30 June 2022. The local joint venture partner is entitled to a 0.8% gross royalty with an aggregate payment cap of US$3 million.
Nigerian Projects
Moydow holds a 20% interest in the Paimasa and Dagma gold exploration projects in Nigeria, where historically very little systematic, modern exploration has been undertaken. The projects are located within the gold-bearing (“Schist Belt”) terrain of the Benin-Nigeria Shield, which has broad similarities to the Birimian of the Man Shield of West Africa, which over the past 35 years has become one of the most productive gold provinces globally.
A significant gold project, Segilola, owned by Thor Explorations Ltd, with a reserve of 0.5Moz gold grading around 4g/t Au, is currently being developed about 300km southwest of the Moydow projects.
The projects were targeted based on similarities in geology to the Segilola deposit and the presence of numerous artisanal gold miners targeting auriferous quartz veins and associated eluvial and alluvial gold.
Moydow has conducted two drilling programmes during the last 12-18 months targeting sheeted to stockwork quartz veins that had previously been mined by local artisanal gold miners.
The first of these at the Dagma Project consisted of four 50m spaced RC drill fences and returned several significant gold intercepts including:
· 3m @ 8.56g/t Au
· 6m @ 1.61g/t Au
· 24m @ 0.65g/t Au including 6m @ 1.14g/t Au and 3m @ 1.55g/t Au
The best intercepts were on the southernmost drill traverse and hence mineralisation is open to the south.
The second drill programme was at the Paimasa Project and this consisted of two diamond core holes (294.4 metres) and 17 reverse circulation holes (1369.0 metres) for an aggregate of 1,663.4m drilling was completed earlier this year. Assays, including the use of LeachWELL to reduce the effects of coarse gold, are currently in progress.
Under the farm-in terms, Moydow can earn up to 65% of the joint venture company that holds the projects by funding US$2m in aggregate project expenditure on or before July 2023. First Pass drilling and other early-stage exploration work has been completed on the projects through the expenditure of approximately US$0.9 million incurred to 31 March 2021.
Substantial Transaction
The “Back-In” right pursuant to the Proposed Transaction constitutes a substantial transaction under AIM Rule 12. As at 30 September 2020, the reported net book value of Panthera’s investment in Moydow was US$2,500,000 (£1,937,626).
As at 30 September 2020, the Company and its subsidiaries had charged to expenses US$773,388 (£608,200) in respect of its exploration activities on the Labola and Kalaka projects. During the year ended 31 March 2021, the Labola and Kalaka projects were disposed of to Moydow.
