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 AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
To be renamed Evrima Plc
(formerly Sport Capital Group Plc)
Option Agreement entered into to acquire a 17.2% equity interest in Kalahari Key Mineral Exploration Company (Pty) Limited (“KKME”) from Existing Shareholders, enabling the Company to increase its Investment from 2.4% to 19.6%
Particulars of the RIS Announcement
- Information about KKME
- Option to acquire a further 17.2% of KKME
- CEO’s Statement
1. Kalahari Key Mineral Exploration Company (Pty) Limited (“KKME”)
KKME is a private mineral exploration company registered in Botswana, engaged in the development of its Nickel-Copper-Platinum Group Metals (Ni-Cu-PGM) project called the Molopo Farms Complex (“MFC”). The Company is currently interested in 2.4% of the issued share capital of KKME.
The KKME opportunity developed from a recognition that no historical exploration targeting “feeder” styles of Ni-Cu-PGE mineralisation had been completed within the Molopo Farms ultramafic complex. The founder’s group of four seasoned metals explorers identified a number of prospecting licences over a prospective geological feature often associated with feeder-style deposits. The exploration work conducted to date by KKME continues to support the prospectivity of the licence area and a series of exciting targets has been identified for a proposed drilling campaign.
In 2020, KKME has been completing preparations for a scheduled maiden drill campaign. Through the course of the year the technical work and studies have included: ground geo-physics to better understand the most conductive targets, an AMT survey and, arguably most significantly, KKME has successfully submitted its Environment Impact Statement resulting in approval of a proposed drilling programme on the MFC.
Further information can be found at KKME’s website: https://www.kalaharikey.co.uk
2. Option to acquire 17.2% of KKME
The Company has entered into an option agreement with two existing shareholders of KKME who hold in aggregate 17.2% of KKME (“The Grantors”). The Grantors have granted the Company a 60-day period of due diligence and exclusivity. During this period of exclusivity, the Company will be conducting a review of KKME’s developments to date, completing respective valuation exercises and assessing the capital requirements for the next 12-months associated with increasing the Company’s investment position in KKME.
The option is conditional on all parties (the Company, KKME & the Grantors) receiving all appropriate Board and Regulatory approvals to proceed.
The Terms of the Option
- 60-day option and period of exclusivity to acquire 17.2% (3,332 shares) of KKME
- The Company has proposed to acquire the shares at a price of USD$55 per share, representing the last price at which the Company participated in a private placement and new equity capital was raised by KKME.
- Subject to exercise with the period of exclusivity of the Company’s option, the total consideration payable to the Grantor shall be USD$183,260.
- The consideration payable shall be satisfied through the issue of 2,300,000 new ordinary shares in the capital of the Company at a price of 6 pence per share (“Consideration Shares”). Additionally, the Grantors shall be awarded 2,300,000 warrants over one further new share each in the capital of the Company with an exercise price of 12 pence per share and a life to expiry of three years from the date on which the Consideration Shares shall have been admitted to trading on AQSE Growth Market.
- The Consideration Shares shall be locked-in for a period of six months from the date of issue. In the event that the Company’s shares should trade within this period for seven consecutive trading days at a volume-weighted average price exceeding 12 pence, 25% of the consideration-equity shall become freely tradable.
The Company currently has an interest of 2.4% in KKME and should the Company elect to exercise the option, the Company would be interested in 19.6% of the issued share capital of KKME.
3. CEO Statement, Burns Singh Tennent-Bhohi
“The Molopo Farms Complex already represented a compelling opportunity for the Company’s investment portfolio. The Board has been considering opportunities whereby the Company can strategically position itself whilst avoiding the immediate requirement to meet direct capital expenditure contributions in relation to progressing project development.
In 2019, KKME entered a financing and earn-in agreement with AIM-quoted Power Metal Resources plc (AIM: POW). POW currently owns 18.26% of KKME and has elected to exercise an option granting it the right to earn a 40% direct project interest in the MFC by completing qualifying expenditures totalling US$500,000 by the end of this calendar year.
Conditional on the successful completion of its due diligence, the Company can increase its equity-interest at a critical point in the project’s exploration cycle whilst assuming no liability to contribute to the proposed exploration costs (US$500,000) but benefit greatly in the event of a commercially viable discovery.
The level and depth of technical mitigation that has been undertaken by KKME in preparation for a maiden drill campaign is impressive. The Board is confident that the years of work completed by KKME will reduce the risk associated with exploration campaigns of this nature and is interested in increasing the Company’s exposure to underlying commodities where long-term supplies are presently limited.”
London, 8th September 2020
The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.
Burns Singh Tennent-Bhohi (CEO & Director)
Simon Grant-Rennick (Executive Chairman)
Direct Office Line: +44 (0) 20 3778 0755
Keith, Bayley, Rogers & Co. Limited (AQSE Corporate Adviser):
Peterhouse Capital Limited (Corporate Stockbroker):
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)