TAWANA RESOURCES NL - Bald Hill Joint Venture Agreement CompletedRelease Date: 19/04/2017 09:40:00 Code(s): TAW PDF(s):
Bald Hill Joint Venture Agreement Completed
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
Bald Hill Joint Venture Agreement Completed
Tawana Resources NL (“Tawana” or the “Company”) (ASX:TAW) is pleased to announce that Lithco No.
2 Pty Ltd, a 100% owned subsidiary of Tawana, and Singapore Exchange Listed Alliance Mineral Assets Limited
(collectively, the “Parties”) have on 18 April 2017 finalised the Bald Hill Joint Venture Agreement (“Bald
Hill JV”) with respect to the Bald Hill Lithium and Tantalum Project (“Bald Hill Project”) in Western Australia
for the purpose of joint exploration and exploitation of lithium and other minerals.
The Bald Hill JV formalises that the Parties have agreed to associate themselves in a joint venture (subject
to Lithco No. 2 Pty Ltd having earned its 50% interest), and outlines the terms and conditions in which the
joint venture will conduct exploration and, if warranted, mining operations of lithium and all minerals on
the Bald Hill tenements.
This concludes and finalises all agreements necessary for the Bald Hill Project.
Managing Director Mark Calderwood stated: “We are very pleased that all the Bald Hill Joint Venture
agreements have been finalised and we will continue to work very closely with our Joint Venture partners,
Alliance Mineral Assets to become a spodumene producer in 2017.”
Refer following pages for announcement that was released to the SGX-ST.
Execution of Bald Hill Joint Venture Agreement
To Govern the Joint Venture Arrangement upon independent verification of
A$7.5m Exploration and A$12.5m Capital Expenditure Commitments by Lithco
Tawana Resources NL (“Tawana” or “TAW”) (ASX: TAW) and Alliance Mineral Assets Limited (“AMAL”) (SGX: AMAL)
are pleased to announce the completion of the agreements necessary to govern the joint venture arrangement between
AMAL and a wholly-owned subsidiary of Tawana, Lithco 2 Pty Ltd (“Lithco”), as further elaborated herein.
Further to the Farm-In Agreement between AMAL and Lithco as announced on 23 February 2017 (“Farm-in Agreement”)
and the entry into Lithium Rights Joint Venture Agreement between AMAL and Lithco as announced on 10 April 2017,
the Boards of Tawana and AMAL wish to update shareholders that AMAL and Lithco (collectively, the “Parties”), have
on 18 April 2017 finalised the terms of, and executed the Bald Hill Joint Venture Agreement (“BHJVA”) with respect
to the Bald Hill project (“Bald Hill Project” or “Project”) in Western Australia for the purpose of, inter alia, joint
exploration and exploitation of Lithium and other minerals (“Bald Hill Joint Venture”).
Under the Farm-in Agreement:
- Lithco is required to spend a minimum of A$7.5 million on exploration, evaluation and feasibility by 31
December 2017 (“Expenditure Commitment”). Upon completion of this, it is entitled to 50% of all rights to
Lithium minerals in the Project.
- Lithco also has to spend A$12.5 million in capital spending for, inter alia, upgrading and converting the plant
to process ore from the Project by 31 December 2019 (“Capital Commitment”). With this, it will be entitled
to a 50% interest in the Project including all minerals from the Tenements, the processing plant and other
Notwithstanding the execution of the BHJVA, such joint venture agreement between the Parties have not come
into effect as at the date of this announcement and will not come into effect unless until the conditions in the
Farm-in Agreement are verified to have been met by Ernst & Young, AMAL’s existing auditors, or such other
person or firm as may be subsequently jointly agreed between the Parties
. For the avoidance of doubt, the Lithium Rights Joint Venture Agreement has not come into effect as at the date
of this agreement.
In essence, by agreeing and executing the BHJVA, the Parties have now agreed on the terms that will govern their
relationship as an unincorporated joint venture to conduct exploration and if warranted, mining operations with a
view to exploitation and development of the Tenements once the conditions in the Farm-in Agreement have been
satisfied.At that time:
a) the Lithium Rights Joint Venture (if in existence) will be deemed to have been dissolved by the Parties and
thereafter will cease to apply;
b) the Lithium Rights Joint Venture Agreement (if in force) will be deemed to have been terminated by the Parties;
c) an unincorporated joint venture will be created between the Parties on the terms and conditions of the BHJVA;
d) the terms of BHJVA will be deemed to have commenced; and
e) the relationship of the Parties in relation to, inter alia, ongoing activities in respect of the Project and the
funding and management of those activities will be governed by the BHJVA.
The material terms of the BHJVA are consistent with that of set out in paragraph 2.4.2 of AMAL’s circular its
shareholders dated 24 August 2017 (“Circular”), save for (a) decisions of the JV Committee will be by unanimous vote
at a duly convened meeting; (b) the interests of the Parties are not subject to dilution; (c) Lithco shall be the initial
manager of the JV (with any subsequent appointment of such manager to be approved by the JV Committee; and (d)
BHJVA not providing that if and when the Bald Hill Joint Venture reaches the production stage, the Parties will negotiate
and enter into a production sharing joint venture.
The following additional term apply (among other things):
In the event that the Parties discover minerals capable of economic exploitation on the Tenements, the Parties agree
to negotiate and execute a mining joint venture agreement for the purposes of governing the joint exploitation of
such minerals but the Parties agree that they shall, in the interim, be bound by the BHJVA and shall continue to develop
the Tenements on the terms and conditions set out in the BHJVA.
AMAL does not consider that any of the aforementioned, and the terms of the BHJVA to be detrimental to the AMAL
(or shareholders of AMAL).
This starts the process of AMAL and Lithco working very closely to become a spodumene producer in 2017
Further updates on any material developments in relation to the aforementioned will be disseminated to shareholders
in a timely manner.
The BHJVA is available for inspection (by AMAL shareholders only) at the registered of office of AMAL at Lakeside
Corporate Building Unit 6, 24 Parkland Road, Osborne Park 6017, Western Australia and at the office of Dentons Rodyk
& Davidson LLP at 80 Raffles Place, #33-00 UOB Plaza 1, Singapore 048624 during the normal business hours for 3
months from the date of this announcement.
Forward Looking Statement
This report may contain certain forward looking statements and projections regarding estimated, resources and reserves; planned
production and operating costs profiles; planned capital requirements; and planned strategies and corporate objectives. Such
forward looking statements/projections are estimates for discussion purposes only and should not be relied upon. They are not
guarantees of future performance and involve known and unknown risks, uncertainties and other factors many of which are beyond
the control of Tawana Resources NL and Alliance Mineral Assets Limited. The forward looking statements/projections are inherently
uncertain and may therefore differ materially from results ultimately achieved.
Tawana Resources NL or Alliance Mineral Assets Limited do not make any representations and provides no warranties concerning the
accuracy of the projections, and disclaims any obligation to update or revise any forward looking statements/projects based on new
information, future events or otherwise except to the extent required by applicable laws. While the information contained in this
report has been prepared in good faith, neither Tawana Resources NL or Alliance Mineral Assets Limited or any of its directors,
officers, agents, employees or advisors give any representation or warranty, express or implied, as to the fairness, accuracy,
completeness or correctness of the information, opinions and conclusions contained in this presentation. Accordingly, to the
maximum extent permitted by law, none of Tawana Resources NL or Alliance Mineral Assets Limited, its directors, employees or
agents, advisers, nor any other person accepts any liability whether direct or indirect, express or limited, contractual, tortuous,
statutory or otherwise, in respect of, the accuracy or completeness of the information or for any of the opinions contained in this
announcement or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this announcement.
19 April 2017
PricewaterhouseCoopers Corporate Finance (Pty) Limited
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