17
September 2024
Europa Metals
Ltd
("Europa
Metals", the "Company" or the "Group") (AIM, AltX: EUZ)
Proposed Disposal of Toral Project to Denarius
Metals
Europa Metals Ltd, ("Europa" or the
"Company") the European focused lead, zinc and silver developer, is
pleased to announce the proposed sale of its 100% interest in the
Toral Pb, Zn, Ag project ("Toral" or the "Toral Project") to
Denarius Metals Corp (CBOE CA: DMET; OTCQX: DNSRF)
("Denarius").
On 23 November 2022, Europa Metals
entered into a definitive option agreement (the "Toral Definitive
Agreement") with Denarius pursuant to which Europa granted two
options to Denarius to acquire up to an 80% ownership interest in
Europa Metals Iberia S.L. ("EMI"), a wholly-owned Spanish
subsidiary of Europa which holds the Toral Project in the Leon
Province, Northern Spain.
Pursuant to the Toral Definitive
Agreement, Denarius was granted a First Option, exercisable until
November 22, 2025 (subject to a 90-day extension in certain
circumstances), to subscribe for a 51% equity interest in EMI
by:
(i) spending,
as operator, a total of USD$4,000,000 on the Toral Project over the
three-year period,
(ii)
completing a preliminary economic assessment, and
(iii) completing and
submitting a mining license application in respect of the Toral
Project to the local mining authority by July 31, 2023.
Whilst Denarius has been undertaking
ongoing work at Toral to satisfy the First Option conditions,
Europa has now signed a binding letter of intent ("LOI") with
Denarius, who will, subject to Europa shareholder approval, acquire
100% of the issued and outstanding shares of EMI (the
"Transaction"),
Transaction Highlights
·
Purchase price of CAD3,500,000 in equity in
Denarius to be satisfied by the issuance of
·
7,000,000 common shares of Denarius at an issue
price of CA$0.50c per share
·
Shares subject to a 4 month hold period following
issuance
·
Transaction provides Europa was exposure to
Denarius' portfolio of projects within Spain and
Colombia
Commenting today, Myles Campion, Executive Chairman and acting CEO of Europa Metals
"This exciting transaction in
conjunction with the previously announced proposed reverse takeover
("RTO") of Viridian Metals, will create a new platform for
Europa.
The Company will emerge post
completion of the proposed RTO with 100% ownership of an advanced
European asset and a significant shareholding in a fast-growing
Canadian mining company in Denarius. It gives Europa exposure to
not only Toral, which we know very well, but also Zancudo, a gold
mine coming on stream in Colombia in the next six months, the
restarting the AquaBlanca nickel-copper mine in southern Spain, and
Lomero Poyatos, a polymetallic Cu-Au-Zn-Pb_Ag deposit in southern
Spain.
Serafino Iacono, Executive Chairman and CEO,
commented,
"The Transaction is in keeping with
our vision of producing low-carbon metals within the European Union
to support climate transition and the EU's bid to secure the
resources needed for technologies such as renewable energy and
battery power.
Our work to date provides us with
confidence in the potential for the Toral Project to become a
long-life underground mining operation which can supply material to
the 5,000 tonnes per day processing plant at our Aguablanca Project
in Spain. Later this year, we will commence work on the preparation
of an updated Mineral Resource estimate followed by a preliminary
economic assessment for the Toral Project."
As a condition to Closing, Europa
will capitalize all amounts payable from EMI to Europa prior to
Closing such that on Closing, EMI shall not owe any funds or have
any outstanding liabilities to Europa. The Toral Definitive
Agreement will also be terminated on Closing.
The Transaction is subject to each
of the Company, Europa and EMI receiving all necessary board,
shareholder and regulatory approvals, as applicable, including, but
not limited to, approval by Cboe Canada Inc. The closing of the
Transaction ("Closing") is expected to occur no later than 31
October, 2024.
The RTO is subject to material
conditions including due diligence, shareholder approval and
compliance with the AIM Rules regarding the new admission to AIM,
so there is no certainty that either the RTO or the Transaction
will complete as contemplated.
Next Steps
In accordance with the AIM Rules,
Europa will be seeking shareholder approval at an Extraordinary
General Meeting ("EGM") for the proposed sale of EMI (and the Toral
Project) to Denarius. The Company intends to hold the EGM in
mid-October and will announce once the Circular convening the EGM
has been posted to Shareholders. Should the sale be approved by
Europa shareholders, pursuant to AIM Rule 15, the Company will
become an 'AIM Rule 15 cash shell' and, as such, the Company shall
have six months to make an acquisition or acquisitions which
constitute a reverse takeover under AIM Rule 14 after which the
shares would be suspended.
For further information on the
Company, please visit www.europametals.com
or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director
and Company Secretary (Australia)
T: +61 8 9486 4036
E:
dsmith@europametals.com
Myles Campion, Executive Chairman
and acting CEO (UK)
E: mcampion@europametals.com
Beaumont Cornish (Nominated
Adviser/Broker)
James Biddle/Roland
Cornish
T: +44 (0) 20 7628 3396
Questco Corporate Advisory Proprietary
Limited (JSE
Sponsor)
Danielle Christodoulou
T: +27 (11) 011 9216
The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended by virtue of the
Market Abuse (Amendment) (EU Exit) Regulations
2019.
Nominated
Adviser
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's
Nominated Adviser and is authorised and regulated by the 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 other 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.