(TheNewswire)
Vancouver, British Columbia – TheNewswire - June 14, 2023 : Inflection Resources Ltd.(CSE:AUCU ) ( OTC:AUCUF ) ( FSE:5VJ) (the "Company" or"Inflection") is pleased to announceit has signed a Definitive Farm-in Agreement (the “Agreement”)with AngloGold Ashanti Australia Limited (“AngloGold”) (NYSE: AU / JSE: ANG / ASX: AGG) that outlinesthe terms under which AngloGold may earn into a number ofInflection’s copper-gold projects in New South Wales, Australia.
Summary Highlights:
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AngloGold shall fund up toAUD$10,000,000 on exploration expenditures across the portfolio ofprojects as part of a Phase I explorationprogram . Phase I will drill test a wide rangeof large intrusive-related, copper-gold targets including the DuckCreek project. Phase I includes a minimumexpenditure commitment of AUD$6,000,000 and a 10% management feepayable to Inflection;
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Phases II and III of the Agreement are staged earn-in’s whereAngloGold may select up to five Designated Projects in which it mayearn up to a 65% interest by funding AUD$27,000,000 in explorationexpenditures on each Designated Project for cumulative maximumexpenditures of AUD$135,000,000;
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AngloGold retains a further right under Phase IV to earn anadditional 10% interest in each Designated Project by:
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Completing a Pre-Feasibility Study (“PFS”)solely funded by AngloGold based on aminimum of 2,000,000 ounces of gold or gold-copper equivalent Measuredand Indicated resources ;
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Granting to Inflection, subject to existing underlyingroyalties, a 2% or 1% net smelter return (“NSR”) royalty;and,
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The Phase I explorationprogram is expected to comprise of approximately 30,000 metres ofdrilling with an initial two drill rigs. The Company intends tocommence drilling in the coming days with an initial focus on thecompletion of deep drill holes on the Duck Creek project. Details ofthe exploration program will be provided soon.
Alistair Waddell, Inflection’s President and CEO,states : “The execution ofthis Agreement with AngloGold sets the foundation for the upcoming exploration program and provides the necessarycapital to aggressively drill test and potentially develop our largeportfolio of copper-gold porphyry targets within the northernextension of the Macquarie Arc. We very much look forward to workingwith our partners AngloGold to explore the portfolio of targets overthe coming years.”
Philip Newton, AngloGold’s SVP GreenfieldsExploration, states: “Weare excited to partner with Inflection for this opportunity in aproven Tier 1 terrane and to contribute towards this promising projectin Australia. The complementary skills of AngloGold and Inflectioncan accelerate the discovery process in a sustainable manner thatbenefits all stakeholders.”
Table 1: Summary structure of theFarm-in Agreement
Notes:
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Phase I is inclusive of the minimumcommitment of AUD$6,000,000.
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Completion of PFS toinclude a minimum resource oftwo million ounces of gold or gold-copper equivalent Measured andIndicated resources per Designated Project.
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All expenditure timelines can beaccelerated.
Further Details of theAgreement:
Phase I :
AngloGold will sole fund up toAUD$10,000,000 on exploration expenditures across a wide range ofdifferent intrusive related exploration targets within a 36-monthperiod following the execution of the Farm-in Agreement. AngloGoldhas committed to fund minimum expenditures of AUD$6,000,000. IfPhase I Expenditures of AUD$10,000,000 are not incurred within therequired time frame, then the Farm-in Agreement shall terminate and nointerest in any of the properties will be earned by AngloGold. Inflection will receive a 10% management fee for being the operatorof Phase I.
Upon completion of Phase I exploration expenditures ofAUD$10,000,000, AngloGold retains the option to convert theexpenditures into common shares of Inflection equal to a maximum of9.9% of the then issued outstanding common shares of the Company, postshare issuance, at the time of completion of Phase I. The deemedprice of the shares shall be calculated using the 30-day VWAP and thenumber to be issued shall be capped at the Canadian dollar equivalentof AUD$10,000,000.
If the number of shares issued equals less than 9.9% ofInflection’s outstanding shares, then AngloGold shall retain thefurther option to purchase additional common shares from the treasuryof Inflection at a 10% premium to the 30-day VWAP, up to a combinedmaximum ownership interest of 9.9% of the then-outstanding commonshares.
Phase II :
AngloGold may elect to earn an initial 51% interest inup to five Designated Projects individually by sole fundingexpenditures of AUD$7,000,000 on each project within 36 months. IfAngloGold fails to complete the Phase II earn-in expenditure for agiven Designated Project, Inflection will retain 100% ownership withno interest earned by AngloGold.
Phase III:
AngloGold may elect to earn an additional 14% interestin each Designated Project individually, for a total 65% interest, bysole funding additional expenditures of AUD$20,000,000 per DesignatedProject within 24 months following completion of Phase II. IfAngloGold initiates but does not complete Phase III, then itsownership interest in the Designated Project will revert to 49%, whichInflection retains the right to purchase at a mutually agreed price orfor fair value if a price cannot be mutually agreed within a specifiedperiod.
Phase IV:
AngloGold retains an additional right to earn a further10% interest in each Designated Project, bringing its potentialownership interest to 75%, by completing the following:
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Delivering to Inflection a Pre-Feasibility Study inaccordance with the CIM Definition Standards on Mineral Resources andOre Reserves based on a minimum 2,000,000 ounces of gold orgold-copper equivalent Measured and Indicated resources within 36months after AngloGold provides notice to move to Phase IV;and,
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Granting to Inflection a 2% NSR on the applicableDesignated Project; provided, however, that if the applicableDesignated Project has any existing underlying royalties, Inflectionwill be granted a 1% NSR. AngloGold will have the right to buy back0.5% of any 2% NSR and 0.25% of any 1% NSR in respect of all or aportion of the respective Designated Project for fair value at anytime.
About Inflection’s NSWProjects:
The Company is systematically exploring for large copper-gold and gold deposits in the northern interpretedextension of the Macquarie Arc, part of the Lachlan Fold Belt in NewSouth Wales . TheMacquarie Arc is Australia’s premier porphyry copper-gold provincebeing host to Newcrest Mining’s Cadia deposits, the CMOC Northparkesdeposits and Evolution Mining’s Cowal deposits plus numerousexploration prospects including Boda, the discovery made by AlkaneResources.
The Company is using cost-effective mud-rotary drillingto cut through unmineralized post-mineral sedimentary cover beforetransitioning to diamond core drilling once basement is reached. Itis well documented that mineralized bodies elsewhere in the belt, inparticular porphyry and intrusive related systems, have largedistrict-scale alteration and geochemical halos or footprintssurrounding them.
Upon completion of the mud rotary part of the holes,the Company typically completes a series of short diamond drill holesinto bedrock rather than just one or two deep and more expensivediamond drill holes. Multiple data points gained from alteration andmineral geochemistry is then used to vector additional deeper drillholes. This is a proven exploration strategyin the covered segments of the Macquarie Arc having been directlyresponsible for the discovery of the Northparkes and Cowaldeposits.
Figure 1: Location map ofInflection’s New South Wales Exploration Licenses (“EL’s”)covered by the Agreement.
Qualified Person:
The scientific and technical information contained inthis news release has been reviewed and approved by Mr. Carl Swensson(FAusIMM), a “Qualified Person” (“QP”) as defined in NationalInstrument 43-101 – Standards of Disclosure for MineralProjects.
About Inflection ResourcesLtd. Inflection is a technically drivencopper-gold and gold focused mineral exploration company listed on theCanadian Securities Exchange under the symbol “AUCU” and on theOTCQB under the symbol “AUCUF” with projects in Australia. For more information, please visit the Companywebsite at www.inflectionresources.com .
About AngloGold AshantiLimited. AngloGold is aglobal gold mining company listed on the New York, Johannesburg andAustralian stock exchanges. The company has a diverse, high-qualityportfolio of operations, projects and exploration activities acrossnine countries on four continents. For moreinformation, please visit the company website at www.anglogoldashanti.com .
On behalf of the Board ofDirectors
Alistair Waddell
President and CEO
alistair@inflectionresources.com
For further information, pleasecontact:
Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
Forward-Looking Statements: This news release includes certainforward-looking statements and forward-looking information(collectively, "forward-looking statements") within themeaning of applicable Canadian securities legislation. All statements,other than statements of historical fact, included herein including,without limitation, statements regarding future capital expenditures,receipt of the maximum amount of available grant funding, anticipatedcontent, commencement, and cost of exploration programs in respect ofthe Company's projects and mineral properties, the anticipatedexecution and acceptance of the CSE of the Farm-in Agreement withAngloGold, AngloGold’s anticipated funding of the Minimum Commitmentand timing thereof, and the anticipated business plans and timing offuture activities of the Company, are forward-looking statements.Although the Company believes that such statements are reasonable, itcan give no assurance that such expectations will prove to be correct.Often, but not always, forward looking information can be identifiedby words such as "pro forma", "plans","expects", "may", "should","budget", "scheduled", "estimates","forecasts", "intends", "anticipates","believes", "potential" or variations of suchwords including negative variations thereof, and phrases that refer tocertain actions, events or results that may, could, would, might orwill occur or be taken or achieved. Forward-looking statements involveknown and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Companyto differ materially from any future results, performance orachievements expressed or implied by the forward-looking statements.Such risks and other factors include, among others, statements as tothe anticipated business plans and timing of future activities of theCompany, including the Company's exploration plans. the proposedexpenditures for exploration work thereon, the ability of the Companyto obtain sufficient financing to fund its business activities andplans, delays in obtaining governmental and regulatory approvals(including of the Canadian Securities Exchange), permits or financing,changes in laws, regulations and policies affecting mining operations,the Company's limited operating history, currency fluctuations, titledisputes or claims, environmental issues and liabilities, as well asthose factors discussed under the heading "Risk Factors" inthe Company's prospectus dated June 12, 2020 and other filings of theCompany with the Canadian Securities Authorities, copies of which canbe found under the Company's profile on the SEDAR website at www.sedar.com .
Readers are cautioned not to place undue reliance onforward-looking statements. The Company undertakes no obligation toupdate any of the forward-looking statements, except as otherwiserequired by law.
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