TIDMHMI
RNS Number : 7971T
Harvest Minerals Limited
29 November 2021
Harvest Minerals Limited / Index: LSE / Epic: HMI / Sector:
Mining
29 November 2021
Harvest Minerals Limited ('Harvest' or the 'Company')
Acquisition of Advanced Stage Phosphate Project
Harvest Minerals Limited, the AIM listed remineraliser producer,
is pleased to announce that it has entered into a binding share
purchase agreement to acquire the entire issued share capital of BF
Mineração Ltda ('BF Mineração') for a total consideration of
US$800,000 payable in cash and new Harvest shares over a period of
time (the 'Agreement'). BF Mineração owns the advanced Miriri
Phosphate Project (the 'Project') in the State of Pernambuco,
Brazil, which will complement the Company's existing Arapua
Fertiliser Project ('Arapua') and expand its profile into the
Northeast region of Brazil.
Overview
-- Project comprised of seven mineral rights spanning a total
area of 6,112 hectares in a predominantly agricultural state in
Brazil with excellent infrastructure in place
-- Developed to date by the Brazilian Geological Agency, CPRM,
which has executed substantial exploration work
-- CPRM estimated historical non-NI 43-101 inferred resources of
4.8 million tonnes at 4.19% P(2) O(5)
-- Planned development strategy includes the certification of an
international standard resource and commissioning a Preliminary
Feasibility Study ('PFS'), which the Company is fully funded for,
and then, subject to funding, fast-tracking the Project to
production
Brian McMaster, Chairman of Harvest, said: "We are excited to be
expanding our activities to other agricultural regions of Brazil
and leveraging our in-house experience on direct shipping ore
project implementation. Given the substantial work already
completed, we are confident that we can replicate the success seen
at Arapua and fast-track the Project to production. Notably, as a
simple Direct Application Natural Fertiliser operation, the Project
also ticks the sustainable box, which is key given the growing
demand for organic crop farming and increased focus on providing an
all-natural solution to boost soil nutrition. We look forward to
updating the market on the next steps of this value accretive
acquisition and subsequent developments."
Details
As part of its strategy to build its position as a producer of
natural fertilisers in Brazil, Harvest is acquiring BF Mineração, a
privately held company, which owns the option to acquire 100% of
the Miriri Phosphate Project from a group of Brazilian individuals
(the "Vendors"). BF Mineração is 100% owned by Luis Azevedo, a
director of the Company, which, for structuring reasons, has
purchased the option on behalf of the Company from the Vendors. Mr
Azevedo is receiving no separate consideration from Harvest for
facilitating this acquisition structuring.
The Company believes the Project is amenable for the fast-track
development of a Direct Application Natural Fertiliser ("DANF")
operation at low capex and opex similar to its producing Arapua
Project. Comprised of seven mineral rights for a total area of
6,112 hectares and with excellent infrastructure in place, the
Project has been developed to date by the Brazilian Geological
Agency CPRM (Companhia de Pesquisa de Recursos Minerais), which
executed substantial exploration work including 176 drill holes
totalling 6,890 meters, aerial geophysics, and ground
geochemistry.
While the Project has an estimated historical non-NI 43-101
inferred resources of 4.8 million tonnes at 4.19% P(2) O(5) ,
Harvest, through an independent Qualified Person, aims to undertake
the certification of the resources under international standards
and commission a PFS. It is anticipated that the ore will be
processed through simple mining, crushing, and screening separation
to deliver a widely sellable fertiliser product without the need of
costly and capex intensive flotation and/or further
beneficiation.
The terms of the Transaction, which will see Harvest take 100%
ownership of BF Mineração and in turn exercise the option to
acquire 100% of the Project, include:
-- The entire share capital of BF Mineração shall be assigned to
Harvest upon the payment to BF Mineração of US$100,000 in cash,
plus the issue of the equivalent of US$200,000 in new ordinary
shares in the capital of Harvest ("Ordinary Shares") at a price of
GBP0.045 pence (being approximately the current share price),
equating the issue of 3,333,333 new Ordinary Shares in Harvest;
o The full amount of cash and new Ordinary Shares received by BF
Mineração will be distributed to the Vendors immediately following
receipt, and the option to purchase 100% of the Project
exercised.
-- Within two years of the delivery of a NI 43-101 Resource or
PFS for the Project, Harvest shall issue to the Vendors the
equivalent of US$250,000 in new Ordinary Shares, calculated on a
10-day VWAP basis; and
-- Following the first sales of product from the Project,
Harvest shall pay US$250,000 in cash to the Vendors.
BF Mineração was incorporated for the purpose of the
Transaction, and its sole asset is the option to acquire the
Project. Accordingly, it does not have a trading history.
Related Party Transaction
Entering into the Agreement constitutes a related party
transaction under Rule 13 of AIM Rules. In this context, Brian
McMaster, Jack James, and Alex Penha (being the Directors on the
Board who are considered to be independent of BF Mineração)
consider, having consulted with the Company's nominated adviser,
Strand Hanson Limited, that the terms of the Agreement are fair and
reasonable insofar as its shareholders are concerned.
Admission to Trading and Total Voting Rights
The 3,333,333 new Ordinary Shares issued rank pari passu with
the Company's existing Ordinary Shares. Application has been made
for these new Ordinary Shares to be admitted to trading on AIM
('Admission'). It is expected that Admission will become effective
and dealings in these new Ordinary Shares will commence on or
around 1 December 2021.
Following the issue of these new Ordinary Shares, the total
issued share capital of the Company consists of 189,169,217
Ordinary Shares with voting rights. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of voting
rights in the Company is 189,169,217 and this figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
Click on or paste the following link into your website browser
to view the associated PDF document (including map):
http://www.rns-pdf.londonstockexchange.com/rns/7971T_1-2021-11-27.pdf
**ENDS**
For further information, please visit www.harvestminerals.net or
contact:
Harvest Minerals Limited Brian McMaster Tel: +44 (0)20 3940 6625
Chairman
Strand Hanson Limited Ritchie Balmer Tel: +44 (0)20 7409 3494
Nominated & Financial James Spinney
Adviser Abigail Wennington
Shard Capital Partners Damon Heath Tel: +44 (0)20 7186 9900
Broker
St Brides Partners Ltd Isabel de Salis E: harvest@stbridespartners.co.uk
Financial PR Oonagh Reidy
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