PNN:CC - TSX Venture Exchange Conditionally Approves Pambili's Acquisition of the Golden Valley Mine
(TheNewswire)
CALGARY, Canada (June 20,2024) – Pambili Natural Resources Corporation("Pambili" or the "Company") (TSX-V: PNN) is pleased to confirm that the Company’s SharePurchase Agreement (the “ Transaction ”) withWhite Satin Investments (Private) Limited (“ White Satin ”) for the acquisition of the Golden Valley GoldMine (“ GVM ”) near Bulawayo, Zimbabwe has been conditionally approvedby the TSX Venture Exchange (“ TSXV ”).
The Transaction, originally announced on November 23,2023, is arm’s length for purposes of the policies of the TSXV which, as announced on March 5, 2024, deemed it to be a ReviewableTransaction pursuant to Policy 5.3 (“ Acquisitions and Dispositions of Non-CashAssets”) of the TSXV’s Corporate FinanceManual.
Jon Harris, ChiefExecutive Officer of Pambili, commented:
“We are delighted to be able toannounce that the TSXV has conditionally approved our acquisition ofthe Golden Valley Mine.
Pending this long-awaited approval,the Company has continued to work on the project to prepare for theplanned underground drilling operation—the first step in identifyinga mineralized zone that will provide the initial source of ore tobring the mine back into full production.
I would like to acknowledge andthank our team on the ground in Zimbabwe, which has continued toadvance the project as best they could given the uncertainty of theacquisition. We are now well positioned to accelerate towardsproduction on the back of those efforts.”
Acquisition terms
Pambili signed a share purchase agreement with White Satin Investments (Private)Limited ( “White Satin” ) and the individualshareholders of White Satin ( “Vendors” ), the current owners of GVM,pursuant to which the Company will acquire all of the issued andoutstanding shares in White Satin (“White Satin Shares”) inconsideration for the issuance of 19 million post-consolidation common shares of theCompany at a deemed issue price of C$0.05 (the “AcquisitionShares”) and a cash payment of fifty thousandUS dollars (US$50,000) (the “Cash Consideration”). Together, theAcquisition Shares and the Cash Consideration comprise the “Transaction.”
The Acquisition Shares shall be issued directly to theVendors on a prorated, individual basis in a share-for-sharetransaction, through which the Vendors will individually transfertheir White Satin shares to Pambili. The Transaction will not resultin the creation of a new Insider or Control Person (as defined by theTSXV).
Pambili will also issue the Vendors with nine million,five hundred thousand (9,500,000) 5-year warrants, exercisable atC$0.05, and nine million, five hundred thousand (9,500,000) 5-yearwarrants exercisable at C$0.10 (the “ Acquisition Warrants ”), to be issued directly to the Vendors on a prorated,individual basis.
The Cash Consideration will be held in escrow to ensurethe White Satin 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.
The Golden Valley Mine
The Golden Valley Mine is situated in a typicalOrogenic-style gold deposit located in the Bulawayo GreenstoneBelt—the same geological setting as the Happy Valley Mine and theHow Mine, Metallon Corporation’s flagship operation.
GVM was active in the late 1930s and early 1940s and,as reported on Page 237 of Bulletin 93 of the Zimbabwe GeologicalSurvey (published in 1995), what was then described as the PeacefulValley mine “ milled 7,827tonnes of ore for 60.0618 kg of gold and treated 8,354 tonnes of sandsand 785 tonnes of slimes for 17.356 kg of gold. Altogether, 77.4178 kgof gold were produced, a recovery of 9.89 g/t. ”
GVM 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 acquisition of GVM as an opportunity toestablish a modern, large-scale commercial gold operation.
Full geological details of GVM are available from theNI 43-101 Technical Report on the property, available on SEDAR andPambili’s website.
Next steps
White Satin has recently completed the work needed toprovide safe access to the historic workings underground at GVM andhas developed cross-cuts in preparation for the planned undergrounddrilling operation, expected to commence in July.
The toll-milling of third-party material willrecommence as soon as possible and is expected to generate workingcapital to contribute to underground development activities.
After the completion of the Transaction, White Satinwill become a wholly owned subsidiary of Pambili, which would continueto focus on its strategy of consolidating gold mines in and aroundBulawayo, Zimbabwe. An announcement confirmingthe change of its name will follow in due course.
The Transaction is subject to final approval from theTSX Venture Exchange.
Pambili’s independent geologist Gayle Hanssen, BSc.(Hons.) Geology, a qualified person as defined by Canadian NationalInstrument 43-10,1 has reviewed and approved the technical informationcontained in this news release.
The Company will issue a separate news releasedisclosing details of the US$250,000 Kavango loan conversion andissuance of 6,227,270 common shares at a price of $0.055, which wasoriginally disclosed in news releases dated Nov. 28, 2023 and April26, 2024.
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
[NOT FOR DISTRIBUTIONTO U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITEDSTATES]
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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