PNN:CC - The 'next step' in realizing Zimbabwe's untapped potential: Pambili issues shares to acquire producing gold mine
(TheNewswire)
Calgary, AB Canada - TheNewswire- Nov. 23, 2023 - Pambili Natural Resources Corporation ("Pambili"or the "Company") (TSX-V:PNN) is pleased to announce that it hasentered into a share purchase agreement (the “ Agreement ”) toacquire a producing gold mine in Zimbabwe’s Matabeleland province.
The Golden Valley Project (the “ Project ”) covers anarea of 48 hectares and is located within 10km of the Happy ValleyMine (“ HVM ”) in which Pambili has secured the rights to earn up to75% of future production, previously announced by the Corporation onApril 28, 2022. Through drilling at HVM, Pambili identified the potential foreconomically significant gold ore bodies at depth, and since theProject is located on the same greenstone belt as HVM, there arepotential synergies between the two operations.
The Project has a history of high-grade undergroundmining with historic gold production. Pambili believes that theProject has been underexplored in the modern era and has the potentialto host a bulk mineable gold deposit.
Jon Harris, ChiefExecutive Officer of Pambili Natural Resources, commented:
“We are delighted to announce thisagreement to acquire the Golden Valley Project.
We established proof of concept forour strategy in Zimbabwe at the Happy Valley project earlier thisyear. Now, at Golden Valley, we have an opportunity to take our nextstep towards building and developing a portfolio of cash-generatinggold mines in Zimbabwe.
I would personally like to thank ourtechnical consultant, Mr. Steve Smith, for highlighting the potentialof the Golden Valley project and we look forward to exploring his, andour own, shortlists of gold project opportunities in Zimbabwe as weimplement our strategy for growth.
Through Steve we are working on aninitial exploration and development program at Golden Valley and willcontinue to provide updates on our progress.”
The Golden Valley Project
The Golden Valley Project is a typical Orogenic-stylegold deposit located in the Bulawayo Greenstone Belt. The Project issituated in the same geological setting as the Happy Valley mine andthe How Mine, Metallon Corporation’s flagship operation.
Golden Valley was active in the late 1930s and early1940s and, as reported on page 237 of Bulletin 93 of the ZimbabweGeological Survey (published in 1995), what was then described as thePeaceful Valley mine “ milled 7,827 tonnes of ore for 60.0618kg of gold and treated 8,354tonnes of sands and 785 tonnes of slimes for 17.356 kg of gold.Altogether, 77.4178 kg of gold were produced, a recovery of 9.89g/t. ”
The mine was more recently operated by a local Bulawayofamily, although production figures are unavailable. Some small-scalegold production continues at the Project by toll-milling third-partyore through an onsite stamp mill.
Given its geological setting, historic high-gradeproduction, sustained mining activity, and underexplored undergroundpotential, Pambili views the Project as an opportunity to establish amodern, large-scale commercial gold operation.
Aerial view of theGolden Valley mine site.
Share Exchange Terms
Pambili has signed a share purchase agreement with Forosa Investments (Private) Limited (“ Forosa ”), a privately held entity withoperations in Zimbabwe, and the individual shareholders of Forosa(“ Vendors ”), the current owners of the Project, pursuant to whichPambili will acquire all of the issued and outstanding common sharesin Forosa (“ ForosaShares ”) in consideration for the issuance of19 million post-consolidation common shares of Pambili (the “ Acquisition Shares ”) and a cash payment of US$50,000(the “ CashConsideration ”). Together, the AcquisitionShares and the Cash Consideration comprise the “Transaction.”
The Acquisition Shares shall be issued directly to theVendors on a pro rata basis in a share-for-share transaction, throughwhich the Vendors will individually transfer their Forosa commonshares to Pambili. The Transaction will not result in the creation ofa new Insider or Control Person (as defined by TSXV policies). TheTransaction is arm’s length and is not considered a related partytransaction under TSXV policies.
Pambili will also issue to the Vendors 9,500,000warrants, exercisable at C$0.05, and 9,500,000 warrants exercisable atC$0.10 (the “Acquisition Warrants”). The Acquisition Warrantsshall expire five years from the date of issuance.
The Cash Consideration will be held in escrow to ensurethe Forosa shareholders have the funds available to settle anypersonal tax liabilities that may arise from the Transaction. The balance of the Cash Consideration will bedistributed to the individual Vendors according to their legitimateinstructions within ten (10) days of the receipt of the finalassessment of their tax position by the Zimbabwe Revenue Authority(“ ZIMRA ”), and after any taxes owed by any of the Vendors are paidto ZIMRA by Pambili out of the escrowed Cash Consideration.
Next steps
Forosa has recently completed the geological mapping ofthe Project area, as well as completing surface grab sampling and adrone survey. The work to date has identified examples ofsulphide-rich ore within dumps at the entrance of existing adits inthe Project area.
Immediately following completion of the Transaction,Pambili will initiate the following work program that will include(but not necessarily be limited to):
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Preparing for a near-term restart of goldproduction
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A safety assessment of underground workings
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Surveying underground workings and creation of a 3Dmodel
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Underground geological mapping and sampling
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Surface ridge and spur geochemical soilsampling
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Preparing for underground diamond drilling
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Future surface exploration drilling
After the completion of the Transaction, Forosa willbecome a wholly owned subsidiary of Pambili, which would continue tofocus on its strategy of consolidating gold mines in and aroundBulawayo, Zimbabwe.
The Transaction is subject to final approval from theTSXV.
Pambili’s independent geologist, Gayle Hanssen BSc.(Hons.) Geology, a qualified person as defined by National Instrument43-101, has reviewed and approved the technical information containedin this news release.
About Pambili Natural ResourcesCorporation: Pambili Natural ResourcesCorporation is a natural resources exploration and development company( www.pambilinrc.com ) currentlyactive in Zimbabwe and in the province of Alberta.
For further information,contact:
Pambili NaturalResources Corporation
T : 403 2774421
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.
Caution Regarding Forward-Looking InformationForward-looking statements - Certain information set forth in thisnews release may contain forward-looking statements that involvesubstantial known and unknown risks and uncertainties. Forward-lookingstatements are often, but not always, identified by words such as“believes”, “may”, “likely”, “plans”, or similarwords. Forward- looking statements included in this news releaseinclude statements with respect to work to be done on the Happy Valleymine in Zimbabwe. These forward-looking statements are subject tonumerous risks and uncertainties, certain of which are beyond thecontrol of the Corporation, including, but not limited to the impactof general economic conditions, industry conditions, currencyfluctuations, and dependence upon regulatory approvals. TheCorporation does not assume any obligation to update theforward-looking statements to reflect changes in assumptions orcircumstances other than as required by applicable law.
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