TIDMARCM
RNS Number : 1741L
Arc Minerals Limited
12 May 2022
12 May 2022
Arc Minerals Ltd
('Arc Minerals' or the 'Company')
Agreement with Anglo American & Investor Webinar
Arc Minerals is pleased to announce that it has entered into an
agreement with a subsidiary of Anglo American plc, ("Anglo
American") (the "Agreement"). Under the Agreement the parties
intend to form a joint venture with respect to the Company's
Copper-Cobalt project located in the North-Western province of
Zambia ("Joint Venture") and Anglo American will have the right to
retain a 70% ownership in the Joint Venture for an aggregate
investment by Anglo American of up to USD 88,500,000, including
cash consideration of up to USD 14,500,000.
Nick von Schirnding, Executive Chairman of Arc Minerals,
commented:
"This agreement represents a major turning point for Arc and
follows many months of negotiations. I am delighted to be signing
this agreement with Anglo American which will, upon execution and
completion of the definitive agreements, result in the potential
for significant investment by a reputable major mining company in
the tenements in north west Zambia and a very exciting time ahead
for us."
The key commercial terms of the Joint Venture that have been
agreed in principle in the Agreement are as follows:
- Upon signing of the Joint Venture Documents ("Effective
Date"), a Joint Venture vehicle will be formed with initial
ownership interests by Anglo American and Arc of 70% and 30%,
respectively ("Initial Ownership Interests");
- Anglo American has the right to retain an Ownership Interest of 51%, by:
o funding exploration expenditures equal to USD 24,000,000 on or
before the date that is 180 days after the third anniversary of the
Effective Date ("Phase I End Date"); and
o making cash payments to Arc Minerals totalling up to USD
14,500,000, as follows:
-- USD 3,500,000 upon signing of the Joint Venture Documents
("Effective Date");
-- USD 1,000,000 on the first anniversary of the Effective
Date;
-- USD 1,000,000 on the second anniversary of the Effective
Date;
-- USD 1,000,000 on the third anniversary of the Effective Date;
and
-- USD 8,000,000 by the Phase I End Date.
- Following the completion of Phase I, Anglo American will have
the right to retain an additional ownership interest equal to 9%
(for a total ownership interest of 60%) by funding USD 20,000,000
of additional exploration expenditures within 2 years of the Phase
I End Date ("Phase II End Date")
- Following the completion of Phase II, Anglo American will have
the right to retain an additional ownership interest equal to 10%
(for a total ownership interest of 70%) by funding USD 30,000,000
within 2 years of the Phase II End Date.
- Anglo American, for as long as it holds the largest interest
in the Joint Venture, shall have the right to nominate three
directors and Arc shall have the right to nominate two directors.
Joint Venture board decisions shall be adopted by simple majority
vote.
The Agreement sets out the core principles under which the Joint
Venture will be formed subject to satisfactory due diligence, a
restructuring of the Company's assets in preparation for the Joint
Venture, negotiation and execution of definitive agreements, the
approval of the transaction by the relevant boards of directors and
the relevant government and regulatory authorities and other
customary conditions.
An exclusivity period has been agreed for up to 90 days to allow
for due diligence, and up to an additional 90 days for the
negotiation and execution of the Joint Venture Documents.
Investor Webinar
Arc will be hosting an Investor Webinar at 11am on Thursday 12
May 2022.
Participants are invited to pre-register for the conference
using the link below. Please note that registration is a
pre-requisite to access the conference:
https://us02web.zoom.us/webinar/register/WN_UwxTACk4S4mJYJlZ-I-PIA
The Company also invites shareholders to submit questions in
advance via email to info@arcminerals.com
Please note that until the Q&A session has begun that all
participants will initially be muted without audio or video stream
with the exception of Company management.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
**ENDS**
Contacts
Arc Minerals Ltd
Nick von Schirnding (Executive Chairman) +44 (0) 20 7917 2942
Rothschild & Co (Financial Adviser)
Roger Ewart Smith / Muhammad Jaffer +44 20 7280 5000
SP Angel (Nominated Adviser & Joint
Broker)
Ewan Leggat / Adam Cowl +44 (0) 20 3470 0470
WH Ireland Limited (Joint Broker)
Harry Ansell / Katy Mitchell +44 (0) 20 7220 1666
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END
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