New Age Metals Inc. (TSXV: NAM) (OTCQB: NMTLF) (FSE: P7J2) ("NAM" or "Company") is pleased to announce that it has entered into a binding term sheet with a wholly owned subsidiary of Australian lithium and iron ore producer, Mineral Resources Limited (MRL). Under the terms, MRL can earn up to a 75% interest in NAM's Manitoba lithium division.
Harry Barr, Chairman & CEO commented: "The stated mandate for our lithium division since acquisition of our projects was to secure a strategic partner with exploration, development, and production expertise, and this agreement with Mineral Resources Ltd fulfills our objective. Mineral Resources is one of the worlds largest lithium producers with a current market capitalization of approximately A$9 billion. This agreement comes at an opportune time in the market where North American lithium demand is high and there is a growing need to introduce local supply to meet that demand. Manitoba is an underexplored region in North America for lithium and rare elements. This is a strategic transaction for New Age shareholders as it provides both, a non-dilutive financing for the development of our substantial lithium division through a partnership with one of the worlds largest producers and the flexibility to finance our share of the projects through various methods. Our phase one exploration plan is to complete a maiden drill program at our Lithium Two Project and ground proof geophysical targets that were identified earlier this year."
Term Sheet Summary
The binding term sheet provides the framework by which Lithium Mineral Resources Pty Ltd, a wholly owned subsidiary of MRL, has the right to acquire up to a 75% beneficial interest in the Tenements owned by Lithium Canada Development - a wholly owned subsidiary of New Age Metals (the Tenements) as follows:
Table 1: JV interests of the JV parties at each Farm-in Date
Farm-in Date | JV Interests |
Initial Farm-in Interest | 51% MRL: 49% NAM |
Further Farm-in Interest | 65% MRL: 35% NAM |
Final Farm-in Interest | 75% MRL: 25% NAM |
In consideration of NAM entering this term sheet, MRL will pay to NAM a sum of C$400,000 according to the following schedule: C$100,000 on the Effective Date and on each of the first three (3) anniversaries of the Effective Date.
At FID, NAM may elect to sell (Put Option) and MRL may elect to buy (Call Option), NAM's JV Interest on the following terms:
Fair market value will be determined by an independent mining valuation expert appointed by the parties.
All funding post-FID will be by the JV parties in accordance with their JV Interests.
At FID, MRL will provide NAM with a loan to fund its proportion of the development costs of the Project. The parties must enter into a loan agreement to record the terms of the loan, which must include:
At FID, NAM may withdraw from the JV by electing to either: convert its JV Interest to a 2.5% Net Smelter Returns (NSR) royalty on all lithium and other minerals that are extracted from the Project and sold at the mine gate and the JV will terminate; or exercise the Put Option.
Each JV party will own and be entitled to take that proportion of product produced from the Project equivalent to its JV Interest in kind.
Each party has a pre-emptive right to acquire the other party's JV Interest if that other party proposes to sell, transfer or otherwise dispose of its JV Interest (including any sale, transfer or disposal that occurs by reason of a change of control of that other party). For greater certainty, NAM shall not be restricted from completing an initial public offering of NAM's JV Interest or spinning out NAM's minority JV Interest into a public vehicle holding such minority JV Interest as its sole asset and MRL's pre-emptive right shall not apply in either of these instances.
Figure 1: Southeast Manitoba regional project map, including New Age Metals lithium project portfolio
About Mineral Resources Limited
Mineral Resources Limited is an innovative and leading mining services company, with a growing world-class portfolio of mining operations across multiple commodities, including iron ore and lithium. MRL has a diversified commodities portfolio located in the Pilbara and Yilgarn regions in Western Australia. The Company has developed two hard rock lithium operations in Western Australia making them one of the worlds largest owners of hard rock lithium mines.
About NAM
New Age Metals is a junior mineral exploration and development company focused on the discovery, exploration and development of green metal projects in North America. The Company has two divisions; a Platinum Group Metals (PGM) division and a Lithium/Rare Element division.
The PGM Division includes the 100% owned, multi-million-ounce, district scale River Valley Project, one of North America's largest undeveloped Platinum Group Metals projects, situated 100 km northeast from Sudbury, Ontario. The Company completed a positive Preliminary Economic Assessment on the Project in 2019, and is fully financed to complete a Pre-Feasibility Study on the Project. A technical report is slated to be published by the end of the first half of 2022. In addition to River Valley, the Company is the 100% owner of the Genesis PGM-Cu-Ni Project.
The Lithium Division is one of the largest mineral claim holders in the Winnipeg River Pegmatite Field, where the Company is exploring for hard-rock lithium and various rare elements, such as tantalum and rubidium. 2021 plans include drone-supported geophysics on at least five of the Company's seven projects, and a maiden diamond drill program on the Company's Lithium Two Project.
Our philosophy is to be a project generator with the objective of optioning our projects to major and junior mining companies to potentially develop them through to production. The Company is actively seeking an option/joint venture partner for its road-accessible Genesis PGM-Cu-Ni Project in Alaska.
Investors are invited to visit the New Age Metals website at www.newagemetals.com where they can review the company and its corporate activities. Any questions or comments can be directed to This email address is being protected from spambots. You need JavaScript enabled to view it. or Harry Barr at This email address is being protected from spambots. You need JavaScript enabled to view it. or Cody Hunt at This email address is being protected from spambots. You need JavaScript enabled to view it. or call 613 659 2773.
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On behalf of the Board of Directors
"Harry Barr"
Harry G. Barr
Chairman and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Note Regarding Forward Looking Statements: This release contains forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results and are based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-looking statements. In addition, forward-looking statements include statements in which the Company uses words such as "continue", "efforts", "expect", "believe", "anticipate", "confident", "intend", "strategy", "plan", "will", "estimate", "project", "goal", "target", "prospects", "optimistic" or similar expressions. These statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the Company's ability and continuation of efforts to timely and completely make available adequate current public information, additional or different regulatory and legal requirements and restrictions that may be imposed, and other factors as may be discussed in the documents filed by the Company on SEDAR (www.sedar.com), including the most recent reports that identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The Company does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should not place undue reliance on forward-looking statements.
Last Trade: | US$0.08 |
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Market Cap: | US$4.440M |
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