Proposed Acquisition of White Rivers Exploration (Pty) Ltd
Lexington Gold (AIM: LEX), the gold exploration and development company with projects in North and South Carolina, USA, is pleased to announce that, on 13 May 2023, it entered into, via its wholly owned recently incorporated subsidiary, conditional share subscription and loan agreements to acquire 76 per cent. of White Rivers Exploration Proprietary Limited ("WRE") an exploration and development company with significant gold assets in South Africa.
Summary information on WRE
· WRE is a major tenement holder in the Witwatersrand gold fields of South Africa, with tenement interests covering approximately 89,499 hectares.
· WRE's current tenement interests have been estimated by WRE's management to contain potential resources of over 37 million ounces of gold (non-JORC/non-SAMREC nor other international standard compliant estimate). WRE has focussed its exploration efforts in particular on shallow (200 to 1,200m depth) deposits close to well established infrastructure (refer to Table 1 below for further details).
· WRE's tenement interests comprise 10 prospecting rights (six granted licences and four renewal applications) which are grouped into five projects.
· WRE has an incorporated Joint Venture ("JV") arrangement with Avgold Limited a subsidiary of Harmony Gold Mining Company Limited (JSE:HMY) ("Harmony Gold"), the largest gold producer by volume in South Africa. Such JV project, referred to as the Jelani Resources JV, has a non-code compliant independently estimated resource of 6.02 million ounces of gold at an average grade of 6.47 g/t.
· The Witwatersrand gold fields area was historically the largest single gold producing district in the world. Total historical gold production over a century of mining activity was 2 billion ounces. It is estimated that a further 1.2 billion ounces of gold resource still remains in the Witwatersrand.
· WRE's Kroonstad project, has an independently estimated non-code compliant gold exploration resource target of between 6.06 million ounces and 62.41 million ounces with a gold grade of between 4.96 g/t and 11.54 g/t and potentially constitutes a new Witwatersrand goldfield.
· WRE is believed to own the world's largest Witwatersrand drillhole data base compiled over a ten-year period and consisting of some 2,500 mother holes with their associated assays.
· WRE was established by well-known Australian explorer, Mark Creasy, in 2002, with whom the Company has on 12 May 2023 entered into a one-year unsecured loan agreement for a principal amount of £0.3m (the "Mark Creasy Loan Agreement"). Mr Creasy will become a significant shareholder of Lexington Gold on completion of the proposed acquisition.
Edward Nealon, Lexington Gold's Chairman, commented:
"The Board is very pleased to announce this proposed acquisition, which the Directors consider to be a substantial development for the Company. WRE's assets are located in a world-renowned gold producing area known both to me personally and our South African based CEO, Bernard Olivier. The Witwatersrand gold fields have been the source of almost a third of the world's gold production since 1886 and are estimated to still hold over one billion ounces. The results of exploration activities across these tenements have so far been extremely encouraging, with early stage assessments indicating sizeable non-code compliant gold resources across the five projects.
"The Board believes that this transaction has significant potential for creating shareholder value, as we seek to progress WRE's assets into an independently verified multi-million ounce JORC-compliant resource base. The Company will also continue with its current exploration work across its highly promising Carolina projects."
Bernard Olivier, Lexington Gold's CEO, commented:
"This proposed acquisition of WRE, with its substantial portfolio of gold assets, represents a tremendous opportunity for Lexington Gold. The projects are all considered shallow level in terms of gold mining in South Africa and the portfolio comprises, in our view, one of the best gold asset packages in the world. We also look forward to working closely with Mark Creasy who will become a significant shareholder of Lexington Gold on completion. Mr Creasy is considered to be one of Australia's most successful mining entrepreneurs and we are delighted to welcome him as a supportive partner in our enlarged business."
Details of the Proposed WRE Transaction
As indicated above, Lexington Gold, via its subsidiary, has entered into conditional share subscription and loan agreements to acquire 76 per cent. of WRE, an exploration and development company with significant gold assets in South Africa (the "WRE Share Subscription and Loan Agreements"), as well as directly into conditional loan assignment agreements with each of Mark Creasy and Sunswell Holdings Pty Ltd. ("Sunswell") to acquire all of the outstanding loans they have historically made to WRE (the "WRE Loan Assignments") (together, the "WRE Acquisition and Loan Agreements"). The aggregate amount payable by the Company under the WRE Acquisition and Loan Agreements is £0.3m, by way of the provision of a subordinated loan to WRE, and up to £6.4m to be settled by way of the issue of new common shares in Lexington Gold based on certain pre-determined milestones being satisfied with any such shares being subject to a 12-month lock-up arrangement followed by a 12-month orderly market arrangement from the date of their issue (the "Proposed WRE Transaction").
For so long as Mr Creasy is interested in 10 per cent. or more of Lexington Gold's issued common shares post completion of the Proposed WRE Transaction, he shall be entitled to nominate a director to the Company's Board. Mr Creasy has no existing shareholding or other interest in the Company.
The WRE Acquisition and Loan Agreements are conditional, inter alia, on approval from Lexington Gold's shareholders. The Company will make a further announcement when the formal notice of the requisite general meeting is published in respect of seeking such shareholder approval.
WRE was established by well-known Australian explorer, Mark Creasy, in 2002, with whom the Company has on 12 May 2023 entered into a one-year unsecured loan agreement for a principal amount of £0.3m (the "Mark Creasy Loan Agreement").
WRE Share Subscription and Loan Agreements:
As part of the transaction, Lexington Gold is required to advance a £0.3m subordinated loan to WRE (the "WRE Loan") and will be issued 76 per cent. of WRE's voting shares with the remaining 24 per cent. to be issued to Lexington Gold's Broad-Based Black Economic Empowerment ("BBBEE") partners.
The WRE Loan will be used to settle all existing WRE creditors other than Mark Creasy and Sunswell and the costs associated with WRE's current South African business rescue process.
The WRE Share Subscription and Loan Agreements are conditional, inter alia, on the receipt of approval from Lexington Gold's shareholders at a duly convened general meeting, formal notification of which will be announced and sent to shareholders in due course.
WRE Loan Assignments:
The £6.4m aggregate amounts payable in respect of the assignment of Mark Creasy's loans with a face value of ZAR197m (approximately £8.5m) and Sunswell's loans with a face value of US$2m (approximately £1.59m) advanced historically to WRE are to be settled by the issue of new common shares in Lexington Gold (the "Consideration Shares").
The Consideration Shares will be issued based on certain pre-determined milestones being achieved, as described in the Appendix to this announcement, and will be subject to a 12-month lock-up arrangement and thereafter a 12-month orderly market arrangement from the date of their issue.
The WRE Loan Assignments are subject to Lexington Gold shareholders' approval.
Mark Creasy Loan Agreement:
Mr Mark Creasy, who is cited by Forbes (www.forbes.com) as being "one of Australia's most successful prospectors", is the founder, controlling majority shareholder and the main financier and creditor of WRE.
Mr Creasy has, on 12 May 2023, entered into a £0.3m, one-year unsecured, loan agreement with Lexington Gold, at an interest rate of 7.5 per cent. per annum which will accrue until the scheduled maturity date.
Additional Information on WRE's assets
1. Technical summary of WRE's projects
WRE is a major tenement holder in the Witwatersrand gold fields, with tenement interests covering approximately 89,499 ha. Such tenements comprise 10 prospecting rights (six granted licences and four renewal applications), which are grouped into five projects, including the Jelani Resources JV which is an incorporated joint venture arrangement with Avgold Limited, a subsidiary of Harmony Gold. The areas of interest represent brownfield and greenfield targets predominantly located in the Free State Province and one project situated in the North West Province. The main commodity to be explored for is gold, with uranium as a possible by-product.
The Witwatersrand gold fields have accounted for more than a third of the world's total gold production since 1886 and, collectively, represent the world's largest single gold producing district. It is estimated that the Witwatersrand gold fields have produced over 2 billion ounces of gold during over a century of mining activity and that approximately 1.2 billion ounces of gold still remains in situ.
WRE has a database with a vast number of borehole logs (approximately 2,500 mother holes) and associated assays from historically drilled holes in the Witwatersrand Basin. Such borehole database was assembled from 25 different sources and is considered by WRE to be the most comprehensive collection of surface Witwatersrand exploration drilling data within South Africa.
WRE's existing licences and renewal applications are divided into five projects namely:
1. Jelani Resources JV (JV with Harmony Gold);
3. Bothaville NE;
4. Klerksdorp South; and
Jelani Resources JV:
The Jelani Resources JV is located adjacent to Harmony Gold's Target Mine lease area in the north-western portion of the Welkom Goldfield. It comprises one Prospecting Right and is currently jointly held by WRE (65%) and Avgold Limited (35%). The Jelani Resources Prospecting Right covers an area of 956 ha (see Table 2 below).
In 2018, WRE established an independently estimated gold resource attributable to the Jelani Resources JV but such estimation has not yet been formally verified or accepted by the partners. Although not audited/code compliant, the resource estimate comprised 6.02Moz of gold, of which approximately 2.95Moz would potentially be attributable to WRE if all hurdles in respect of the JV are ultimately achieved, including successful feasibility studies, a decision to mine being made by the JV partners and if WRE choses to participate in the funding of future development costs to retain a 49 per cent. interest in the JV. The Mineral Resources within the one kilometre Buffer Zone are attributable solely to Harmony Gold (100%). Harmony Gold has previously indicated that the Jelani Resources JV, subject to the successful completion of a bankable feasibility study, will be afforded the opportunity to mine the resources in the Buffer Zone on tribute once a commercially acceptable future agreement has been negotiated between the parties.