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ESPERANCE MINERALS LIMITED (ASX: ESM) – ASX RELEASE
Postal Address: PO Box 4492, Sydney, NSW, 2000 Facsimile: +61 2 9299 9501 Email: [email protected] www.esperanceminerals.com
Level 6, 50 Clarence Street, Sydney, NSW, 2000 AUSTRALIA Telephone: +61 2 9299 9580
ACQUISITION OF ADVANCED BASE METAL AND GOLD EXPLORATION PROJECTS IN SERBIA
24 November 2011
Esperance Minerals Limited (ASX: ESM) is pleased to report that it has entered into an agreement with Singapore company Triton Metals International Pte Ltd (TMI), UK company Triton Metals Limited (TUK) and TUK’s wholly owned Serbian incorporated company, Murex Rudarstvo i Geologija d.o.o (Murex) (collectively the project owners) whereby ESM can earn up to 65% interest in each of the Chadine and Blagojev Kamen Projects in Serbia (Figure 1). The Chadine project is a base metals/gold project which has been subjected to some 13,500m of diamond drilling and 5,600m of exploration adit development by the Serbian Government prior to the 1990’s. Chadine has not been subject to systematic modern exploration other than limited geological and geochemical surveys by the project owners during the past 12 months. Results to date indicate that the Chadine Project has a 20km long target zone with potential to host massive sulphide Cu‐Zn‐Pb‐Au deposits, warranting further exploration such as geophysical surveying, mapping, geochemical surveys and drilling. The Blagojev Kamen (BK) project is located approximately 6km west of the giant Majdanpek porphyry copper deposit and mining area. A 17km long shear zone lies within the 51km2 tenement and hosts historic high grade gold mines. The owners’ current programs have confirmed significant exploration potential around the old mine workings, particularly at a mine called Grabova Reka North. Grabova Reka North has 25 historical drill holes, the results of which have yet to be verified, but which indicate the potential for gold mineralisation. Surface exploration work over the past 12 months elsewhere within the BK licence has generated several more drill‐ready targets for gold. As part of its due diligence ESM will make a non‐refundable advance of $250,000 to TUK to fund an 800m Due Diligence drilling program at BK. The program will involve twinning two historical holes at Grabova Reka North and drilling one new hole orthogonal to the twinned holes to better define the orientation of any mineralisation. Upon receipt of the assay results from this 800m of Due Diligence drilling ESM can elect to proceed with the Agreement or withdraw. The project owners have advised ESM that a rig has been contracted to conduct this program with drilling schedule to commence in early December and assay results expected in February 2012. The Agreement whereby ESM can earn its 65% interest is a three stage process with ESM having the right to proceed at the end of each successive stage, at its sole election. Under Stage 1 ESM will fund a 5,000m drilling program and contribute an additional A$500,000 towards the current exploration program and reimburse the owners $200,000 in prior expenses to earn a 12.5% interest in both projects. In Stage 2 ESM will move to 50% (plus one share) interest in both projects by spending an additional $5 million on the projects and issuing TMI with 40 million shares in ESM and 10 million 20 cent options exercisable on or before 31 December 2014. In Stage 3 ESM can increase its interest by an additional 15% of each project by completing a definitive feasibility study (DFS).
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Upon completion of a DFS for a project ESM then has the option to acquire the outstanding 35% of that project at a 20% discount to the DFS NPV payable 50% in cash and 50% in script. The interests obtained by ESM will initially comprise equity in TUK, although this could change to equity in a holding entity for a project during or at the end of Stage 3 if the interests as they apply to each project are not aligned. As part of its initial due diligence review ESM engaged SRK Consulting ‘(SRK’) to visit the Chadine and BK projects and review all data. The review focused on the geological prospectivity and the reliability of the historical exploration results. SRK’s final report gave a favourable review of the projects.
Figure 1 – Location of Chadine and BK Projects
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THE CHADINE PROJECT The Chadine Project consists of two tenements covering 159km2 (Figure 2), a northern tenement of 70km2 (Chadine) and a southern tenement of 89km2 (Velika Zupa). The project contains polymetallic Cu, Pb, Zn, Ag, Au mineralisation which is believed to be skarn‐related. Chadine contains 13 gossans up to 280m long with a combined strike length of approximately 1,900m. These occur within an overall 20km long target zone defined by a regional‐scale fault. Some of the gossans occur on limestone/porphyry contacts (skarn type) while others are wholly within limestone indicating possible strata bound replacement ‐style mineralisation with large tonnage potential. The majority of the gossans are undrilled with the historical drilling mainly focused on the Stojadinovici and Krastine gossans (Figure 3). In 2008 TUK validated the historical drilling with a program which twinned 5% of the historical drill holes. The mineralisation at Stojadinovici appears to be a tabular envelope which has been defined by drilling over some 200m of strike with a width of up to 35 metres and dipping at about 25 degrees. Mineralisation at Stojadinovici is open at depth.
Figure 2 – Chadine project Regional Geology
Current Chadine Drilling Program The project owners have recently commenced a diamond drilling program at Stojadinovic, partly to test an extension of what is one of the larger mineralised zones in the area and partly to confirm the geological model which anticipated an enlarged target potential for the area. To date 250m of drilling has been completed.
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Figure 3 – Chadine Project Historical Mineralisation
THE BK PROJECT The Blagojev Kamen (BK) Gold Project covers some 51 sq km’s and is located within the 750km long highly mineralised Banatitic Metallogenic Belt (BMB). This belt extends through Turkey, Bulgaria, Serbia, and Romania and contains a number of world‐class copper and gold deposits. Within Serbia the BK project is at the northern end of a 50km belt of copper‐gold deposits including the giant Majdanpek, Veliki Krivelj and Bor porphyry Cu‐Au deposits. BK is only 6km west of the Majdanpek deposit, the largest porphyry deposit in the belt. Both Majdanpek and BK occur at a prime structural position within the BMB metallogenic belt (Figure 4). The tenement has previously been explored with some drilling and underground adit development. The project owners have recovered records of a number of historic drill holes from the Grabova Reka North area which are being processed at their core cutting facility near Madjanpek train Station. They are also currently collecting and compiling historic data that is mostly in hard copy format, with the aim of developing a geologic model for the district. This
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historic exploration data includes results from drilling, adits, geological mapping data. Interpreted structural controls on mineralisation and modelled potential targets are also currently being compiled. The owners have so far identified 12 areas of immediate prospectivity or targets. ESM intends twinning two of the previous drill holes at Grabova Reka North to verify the historical results and, subject to the results, test some of the more advanced drilling targets identified by the project owners.
Figure 4 – BK Project Regional Geology
INFRASTRUCTURE Both the Chadine and BK projects are well located with access to excellent infrastructure. BK is 2.5 hours from Belgrade, the capital of Serbia, with bitumen road running the full 12 km length of the project area and a network of well‐maintained logging roads leading off the bitumen road. Chadine is 4 hours away from Belgrade also with an excellent network of well‐maintained bitumen and dirt roads within the project. Both have an existing supply of low cost power and water suitable for both operation and construction. Existing accommodation is available for exploration and construction workforces. Serbia has a number of suitable fabrication and construction/service companies that support its existing mining industry and the growing number of international companies exploring the region. It also has an existing road and rail network suitable for transportation of construction materials and concentrates.
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Figure 5 ‐ The Town of Prijepolje with Chadine Project in the Background
THE AGREEMENT ESM has entered into a binding heads of agreement (Agreement) with Singapore company Triton Metals International Pte Ltd (TMI), UK company Triton Metals Limited (TUK) and TUK’s wholly owned Serbian incorporated company, Murex Rudarstvo i Geologija d.o.o (Murex).
The Agreement which is summarised below gives ESM the opportunity to earn a majority interest in TUK’s current and any future exploration projects in Serbia. TUK's projects in Serbia are the BK and Chadine projects (together the Projects) which are held through a wholly‐owned Serbian incorporated subsidiary company, Murex Rudarstvo i Geologija d.o.o (Murex).
Under the Agreement, ESM can acquire up to a 65% equity interest in TUK through a staged funding program in support of exploration programs being conducted for the Projects and administrative expenses. The TUK shareholders will also retain a 1% Net Smelter Royalty over both projects. These funding stages are as follows:
1. an initial stage of funding (First Stage Funding) of US$1.7 million for completion of a 5,000m drilling program, with provision for additional monthly funding to support corporate expenses pending commencement of Second Stage Funding;
2. the next stage of funding (Second Stage Funding) of US$5 million to fund a 2012 drilling program and
repayment of existing debts (US$500,000); and
3. the final stage of funding (DFS Funding) to sole fund a definitive feasibility study (DFS) for each of the Projects.
Commencement of First Stage Funding is subject to ESM being satisfied with the results of the due diligence drilling program at BK, together with completion of satisfactory legal due diligence. Upon satisfaction of those matters, the parties will then have 10 business days to formalise and enter into formal documentation. ESM may at its election waive one or more of these requirements.
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Commencement of Second Stage Funding is subject to the renewal of the permits and to ESM being satisfied with the drilling results from the First Stage Funding. Finally, ESM's commitment to DFS Funding is subject to ESM being satisfied with the results of the 2012 drilling program under the Second Stage Funding. Overall, continuation of funding after the First Stage Funding is also subject to the Company obtaining shareholder approval following commencement of the Second Stage Funding for the issue of 40 million shares to Triton Metals International Pte Ltd (TMI) in consideration for TMI's current funding contribution to the Projects. If shareholder approval is not obtained for the issue of these shares, then all funding commitments will end. ESM will build its equity interests in TUK as follows:
1. an initial 12.5% equity upon completion of First Stage Funding;
2. an increase to 50% equity plus 1 share equity (i.e. a majority stake) upon completion of Second Stage Funding (through incremental increases of 3.75% for each US$500,000 of Second Stage Funding provided); and
3. an increase to 65% equity in TUK prior to commencement of the DFS Funding if ESM notifies TUK that it will
provide the DFS Funding. TUK, Murex or TMI are excluded from otherwise dealing with the Projects whilst the Agreement is in effect. Upon ESM obtaining a DFS for both Projects, ESM will retain its 65% equity interest in TUK and will have an option to acquire the balance 35% interest from the other shareholders. But if ESM does not obtain a DFS for a Project, then a restructure of interests will be undertaken so that ESM retains its 65% interest (and the right to increase this interest to 100%) in the approved Project but relinquishes a 15% interest in the non‐approved Project so that its interest in that Project is reduced to 50%. As noted in relation to the Second Stage Funding, ESM will be required, subject to shareholder approval, to issue 40 million ESM shares (TMI Shares) to TMI shortly after the commencement of the Second Stage Funding. TMI is a special purpose company which has been providing existing funding to TUK for the Projects under an agreement whereby it can acquire 50% (plus one share) of the projects. It is currently entitled to a 12.5% interest in TUK in return for its current funding contributions. In return for TMI:
receiving the TMI Shares; having a separate US$500,000 loan to TUK repaid from the Second Stage Funding,
TMI will relinquish its entitlements in TUK and terminate its continuing funding obligations to TUK. TMI will also receive 1 attaching option for every 4 TMI Shares issued with an exercise price of $0.20 and an expiration date of 31 December 2014. If TMI contributes further funding to TUK after the commencement of the Agreement, it will be entitled to receive further shares in ESM at an effective value of $0.10 per share. As at the date of the execution of the agreement TMI had advanced an additional US$1.36m in cash to TUK under its existing funding agreement to fund the current exploration program. Thus at the commencement of Stage 2 funding TMI will be entitled to a further 13.6 million ESM shares in addition to the 40 million ESM shares.
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ESM will be entitled to appoint 2 board members to both Murex and TUK at the commencement of the Second Stage Funding, including appointments as the positions of managing director of Murex and Chairman of TUK. Upon TMI receiving the TMI Shares, they will be entitled to nominate an appointment to the board of ESM.
ABOUT SERBIA Key Mining Snapshot:
• Geological setting hosting numerous large mineral deposits; but relatively unexplored with modern methods.
• Government committed to stimulating and encouraging foreign investments.
• The European Union granted Serbia EU candidate status, October, 2011.
• No restrictions on foreign ownership.
• 10% corporate tax rate & 3% NSR.
• Up to 10 year tax holidays for projects with an investment > €7M and employing > 100 staff.
• Serbian labour force is skilled and well trained, 42% of the population speak English (Gallup International).
Geography: Serbia is located in Europe, on the Balkan Peninsula. It is placed at the crossroads between Central, Southern and Eastern Europe. The Danube River (2,850 km.) flows through the northern third of the country; it is 588 km. long and forms the border with Croatia and part of Romania. The Sava River, flows into the Danube in central Belgrade. The eastern border of the country is determined by the Carpathian Mountain range, which runs through the whole of Central Europe. Over one quarter of Serbia's overall landmass (27%) is covered by forest.
History: Centuries shaped the cultural boundaries between East and West. A powerful medieval Kingdom, later the
Serbian Empire, was created, taking up much of the Balkans. The modern state of Serbia emerged in 1817, following the Second Serbian uprising. Later, Serbia expanded its territory further south to include Kosovo and Metohija and the regions of Raška and Vardar Macedonia (in 1912). Finally, Vojvodina (formerly an autonomous Habsburg crown land named Voivodship of Serbia and Tamiš Banat) proclaimed its secession from Austria‐Hungary, and united with Serbia in November 25, 1918, preceded by the Syrmia region a day before. The current borders of the country were established following the end of World War II, when Serbia became a federal unit within the Socialist Federal Republic of Yugoslavia. Serbia became an independent state again in 2006, after Montenegro left the union which was formed after the dissolution of Yugoslavia in 1990s. Serbia is a member of the United Nations, the Organization for Security and Cooperation in Europe, and the Council of Europe, which it presided over in 2007.
Culture: Serbia is one of Europe's most culturally diverse countries. The borders between large empires ran
through the territory of today's Serbia for long periods in history: between the Eastern and Western halves of the Roman Empire; between Kingdom of Hungary, Bulgarian Empire, Frankish Kingdom and Byzantium; and between the Ottoman Empire and the Austrian Empire (later Austria‐Hungary). As a result, while the north is culturally "Central European", the south is rather more "Oriental". Not unexpectedly, both regions have influenced each other, and so the distinction between north and south is artificial to some extent. The Byzantine Empire's influence on Serbia was
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perhaps the greatest. Serbs are Orthodox Christians with their own national church ‐‐ the Serbian Orthodox Church. They use both the Cyrillic and Latin alphabets, as a result of both Eastern and Western influences.
Population and Religion: The population of Serbia is approximately 7.5 million. Serbs are the most numerous
ethnic group accounting for about two thirds of the total population. Albanians make up 17% of the population, and other minorities include Bosnians, Hungarians, Croats, Romanians, Slovaks, Bulgarians, etc. Religious affiliations of the population break down as follows: Orthodox Christian 85%, Roman Catholic 5.5%, Muslim 3%, Protestant 1%. Education is required and is free and about 10% of the population have post‐secondary education.
President: The President of the country is elected for a period of 5 years and nominates candidates for Prime
Minister whose appointment must be ratified by the Parliament.
Parliament: Parliament is a legislative body with a total number of 250 members.
Economy: Although hampered by war and UN sanctions in 1992‐95, Serbia's economy has been slowly recovering
since the breakup of the Federal Republic of Yugoslavia. Since 2000, Serbia's democratic government has implemented stabilization measures and embarked on a more aggressive market reform program. Serbia’s GDP in 2010 was US$39.1Bn according to the World Bank. A major policy objective in Serbia is to provide a legal framework to attract investment to exploration and mining. Ambitious laws on privatization, foreign investment and concession rights have been implemented or are awaiting final approval. Important amendments to the Mining Law of 1984 were adopted in 2006, however, a comprehensive new Mining Law was drafted with the assistance of the World Bank and is expected to be enacted by parliament in 2012. The recent increase in commodity prices, the recovering Serbian economy and political stability have led to an increase in mining and in mineral exploration, particularly gold and copper exploration.
Robert Lees Kris Knauer Company Secretary Chairman Office: +61 (0)2 9299 9580 Phone: 0411 885 979 Fax: +61 (0)2 9299 9501 Email: [email protected] Website: www.esperanceminerals.com
Competent Person Declaration The information in this report accurately reflects information prepared by competent persons (as defined by the Australasian Code for Reporting of Mineral Resources and Ore Reserves). It is compiled by Mr K Schultz, a director of Triton Metals International Pte Ltd (TMI) who is a Fellow of The Australasian Institute of Mining and Metallurgy with the requisite experience in the field of activity in which he is reporting. Mr Schultz has sufficient experience which is relevant to the style of mineralisation and the type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Schultz consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
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