Mako Gold Limited (ASX: MKG) has welcomed the completion of the Sale and Purchase Agreement to exchange Perseus Mining Limited’s 39% interest in the Napié Gold Project in Côte d’Ivoire.
The summary of the Transaction terms are:
* Initial Equity Consideration: 13,800,000 shares equivalent to 2.94% of Mako’s issued capita. The Initial Consideration Shares have a deemed issue price of $0.101 per share (Issue Price) and are subject to a 12-month voluntary escrow.
* Milestone 1 Resource Definition: A$2,400,000 payment payable in cash or scrip at Mako’s election upon delineation of a 1Moz Measured and Indicated Resource at Napié (representing a minimum of 25 million tonnes at a minimum grade of 1.25 grams per tonne gold) under the JORC Code. Shares to be issued (being 23,762,376 Shares) at the higher of the Issue Price or the 30-day VWAP of Mako’s shares immediately prior to Milestone 1 being achieved.
* Milestone 2 Commercial Production: A$2,400,000 payment payable in cash or scrip at Perseus’ election upon the first sale of gold doré or ore extracted from Napié. Shares to be issued (being 23,762,376 Shares) at the higher of the Issue Price or the 30-day VWAP of Mako’s shares immediately prior to Milestone 2 being achieved.
The Agreement is completed following satisfaction of the following conditions precedent:
(a) Mako shareholder approval received at the Extraordinary General Meeting held 20 August 2021;
(b) Perseus have successfully applied to the Ivorian Minister of Mines for an exceptional renewal of the Permit, and the exceptional renewal of the Permit has been granted by way of a ministerial decree on 1 March 2022.
(c) Occidental Gold SARL, a subsidiary of Perseus, obtaining a decree from the Ivorian minister responsible for mines transferring the Permit to Mako Côte d’Ivoire (MCI), a subsidiary of Mako.
The issue of the shares is being made in accordance with an ASX waiver dated August 29, 2022 whereby ASX Limited granted Mako Gold Limited a waiver from Listing Rule 14.7 to the extent necessary to permit the company to issue Perseus Mining Limited 13,800,000 fully paid ordinary shares as the initial consideration pursuant to the agreement to acquire the 39% participating interest of the Napié Gold Project in Cote d’Ivoire held by Occidental Gold Sarl, a subsidiary of Perseus.
Napié Ownership Background
Prior to the Agreement, Mako was earning up to a 75% interest in Napié under a farm-in and joint venture (JV) agreement with Occidental.
Occidental was the registered holder of the Napié Permit and had an existing Joint Venture arrangement with African American Investment Fund SA (AAIF) (AAIF JV Agreement). Under the AAIF JV Agreement, Occidental held a 90% participating interest in the Napié Permit and AAIF held the remaining 10% Participating Interest, free carried until the completion of a feasibility study (FS) which demonstrates that it is commercially feasible to develop a mining project. As part of the Transaction, Occidental’s interest in the AAIF JV Agreement was assigned to Mako.
Since IPO in 2018, Mako has unlocked significant value from its flagship Napié Project, completing its first stage earn-in equity of 51% early in July 2019 involving exploration spend of US$1.5M over a 3-year period, and, most recently, outlined an 868koz Au Inferred Mineral Resource Estimate (MRE) at the Tchaga and Gogbala prospects as well as high-grade discoveries demonstrating exceptional potential of the entire permit.
Under the original farm in agreement, post completion of a FS by Mako, the Napié ownership structure would have comprised 75% Mako, 15% Perseus and 10% AAIF.
The Transaction resolves the existing fragmented ownership structure of Napié and increases Mako’s ownership from 51% to 90%.
For further information please visit: https://www.makogold.com.au/
