Proposed acquisition -2-
30 Juillet 2010 - 7:33PM
UK Regulatory
earned by the Company by incurring a minimum expenditure of C$200,000 within 180
days after completion of an initial review period in January 2009 by the Company
of all available project related data. Paranaiba and the Company's joint venture
partner are currently completing all related documentation and a definitive
exploration agreement.
Following completion of Phase 1, the Company had the right to increase its
interest in the Project by a further 27 per cent. (Paranaiba's interest in the
Project going from 50 per cent. to 77 per cent.) by incurring a further minimum
expenditure of C$600,000 before 15 January 2011. The Company has incurred this
minimum expenditure.
Whilst the Project is still considered highly prospective, the Existing
Directors have formed the view over the past 18 months, that in order to further
assess the Project and ascertain whether it is worth pursuing it will require
further limited expenditure to unlock this potential should it wish to do so.
With this in mind and in consultation with geologists experienced in Brazil the
Company may seek to undertake a lower cost ground magnetic survey across the
project area. Ground surveys are an inexpensive method of generating better
knowledge of the underlying geological structure. These can inexpensively
identify or eliminate areas as sites for further drill testing.
The Company has fulfilled its C$800,000 option to earn-in to the Project it has
currently not exercised its right to form a joint venture with the local
Brazilian partner under the Agreement. The Company will continue to assess its
options as it develops better geological understanding of the Project.
Development of this asset does not form part of the Company's near term strategy
as set out below.
Background information on Ortac
Ortac was incorporated as a public limited company in England on 6 November 2007
for the purpose of seeking and acquiring exploration and production rights for
the extraction of gold in the Slovak Republic.
In June 2009, Ortac entered into a joint venture option agreement ("Option
Agreement") with Tournigan Energy Ltd, a company admitted to trading on the
TSX-Venture Exchange in Canada (ticker symbol:TVC) to earn into 60 per cent. of
the Kremnica Gold Project by completing a feasibility study. By January 2010,
Ortac had acquired an undivided 20 per cent. earned interest in the Kremnica
Shares pursuant to section 3.2 of the Option Agreement.
On 27 January 2010, Ortac entered into a share purchase agreement (as amended on
11 June 2010) with Tournigan ("Tournigan Share Purchase Agreement") which
superseded the Option Agreement pursuant to which Ortac purchased the 80 per
cent. of the Kremnica Shares, being the balance of the Kremnica Shares it did
not already own, to acquire 100 per cent interest in the extraction and
exploration rights in central Slovakia known as the Kremnica Gold Project for an
immediate cash payment of US$100,000 and a promissory note in the amount of
US$1.9 million on deferred payment terms. The agreement also contains provisions
for royalty payments to Tournigan following the grant of permission to commence
Commercial Production at the Kremnica Gold Project.
Ortac's principal asset is the Kremnica Gold Project and it also has 100 per
cent ownership interests in seven other exploration licences in central and the
east of Slovakia, namely, Zlatá Ban ? a, Ruská Bystrá, Poruba pod Vihorlatom,
Smolnik, Bysta Skáros, Cinoban ? a and Cejkov.
Ortac now requires substantial further capital, first to satisfy the deferred
consideration payable to Tournigan in respect of the acquisition of the Kremnica
Gold Project and, second, to complete a scoping study and preliminary
environmental and social impact assessments along with annual licence fees and
ongoing working capital. This work will include revising the geological models
to incorporate an updated grade model which can then be used as the basis for
the proof of a concept mining study. The Company's intended approach will be to
look at an open pit as a stand alone option and an underground mine as a stand
alone option and a number of combined options looking for the optimal value
scenario.
It had been the intention of the directors of Ortac to seek at the appropriate
time a public market for its shares and effect a capital raising and the Ortac
Board had expected that this would be through a direct listing on AIM. This,
accordingly, led the Ortac Board to consider the possibility of reversing into
an existing AIM company with cash resources and, in due course, to the
discussions with the Company which have resulted in the Acquisition.
Information on the Project
Gold Market
The gold market is relatively liquid compared with many other commodity markets.
Physical demand for gold is primarily for fabrication purposes, including
jewellery (which accounts for 80% of fabricated demand), electronics, dentistry,
decorations, medals and official coins. In addition, central banks, financial
institutions and private individuals buy, sell and hold gold bullion as an
investment and as a store of value.
The use of gold as a store of value (a consequence of the tendency of gold to
retain its value in relative terms against basic goods, and particularly in
times of inflation and monetary crisis) and the large quantities of gold held
for this purpose in relation to annual mine production have meant that,
historically, the potential total supply of gold is far greater than demand at
any one time. Thus, while current supply and demand play some part in
determining the price of gold, this does not occur to the same extent as with
other commodities. Instead, the gold price has from time to time been
significantly affected by macro-economic factors such as expectations of
inflation, interest rate changes, exchange rate changes, changes in reserve
policy by central banks, and by global or regional political and economic
events. In times of price inflation and currency devaluation, gold is often
bought as a store of value, leading to increased purchases and support for the
price of gold.
Kremnica Gold Project
The following information has been extracted, without adjustment, from Part I of
the Document which itself is derived from the Competent Person's Report prepared
by St Barbara LLP.
St Barbara LLP has consented to the issue of the Document containing their
Competent Person's Report and has confirmed that the information set out, inter
alia, in Part 1 of the Document has been extracted directly from the Competent
Person's Report and presented in a manner which is not misleading and provides a
balanced view of the Competent Person's Report.
Introduction
The Kremnica Gold Project is located in central Slovakia. The town of Kremnica
lies 17 km west of central Slovakia's largest city, Banská Bystrica. The project
area is accessible from Vienna, Austria by driving east across the border into
Slovakia and then northeast through Bratislava, Nitra, Zlaté Moravce, and Ziar
nad Hronom.
The Kremnica project comprises three licences: the Kremnica Mining Licence with
an area of 11.79 km2, the Lutila Exploration Licence with an area of 63.2 km2
and the Vyhne Exploration Licence of 36.90km2. The details of the licences are
as set out below;
+----------+-----------------+----------+-------------+-------------+------------+----------------------+
| | | | | | | |
+----------+-----------------+----------+-------------+-------------+------------+----------------------+
| Asset |Holder/Operator |Interest | Status | Expiry |Determined | Comments |
| | | | | Date |Area (km2) | Elements |
| | | | | | | claimed |
+----------+-----------------+----------+-------------+-------------+------------+----------------------+
|Kremnica | Kremnica | 100% | Mining | Surface | 11.79 | Au, Ag |
| | Gold | | | Extraction | | |
| | Mining | | | must start | | |
| | s.r.o. | | | by | | |
| | | | | 30 June | | |
| | | | | 2012 | | |
| | | | |Underground | | |
| | | | | Extraction | | |
| | | | | must start | | |
| | | | | by 30 June | | |
| | | | | 2014 | | |
+----------+-----------------+----------+-------------+-------------+------------+----------------------+
| Lutila | Kremnica | 100% |Exploration | 3 | 63.2 |Au,Ag,Cu,Zn,Pb,Sb,Hg |
| | Gold | | | March | | |
| | s.r.o. | | | 2012 | | |
+----------+-----------------+----------+-------------+-------------+------------+----------------------+
| Vyhne | Kremnica | 100% |Exploration | 16 | 36.90 |Au,Ag,Cu,Zn,Pb,Sb,Hg |
| | Gold | | | February | | |
| | s.r.o. | | | 2013 | | |
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