Red Rock Resources PLC
("Red Rock" or the "Company")
Conditional JV Agreement to Develop Cobalt/Copper Tailings
26 September 2017
Red Rock Resources Plc, the natural resource development company with interests in gold, manganese and oil production, announces that it has entered into a conditional agreement with Cobalt Blue Limited, a private Isle of Man company ("COB"), to acquire an interest in a Joint Venture company ("JVCo") to be newly formed for the exploitation of four or five copper/cobalt tailings near Kolwezi in the Democratic Republic of Congo ("Agreement" and "DRC").
Highlights:
o RRR has made a non-refundable payment of $50,000 for the right to enter into the Agreement
o RRR has 40 days for due diligence and an exclusivity period of 45 days
o In the event that RRR elects to proceed with the transaction following due diligence and fulfilment or waiver of the conditions, it will acquire 26.25% of JVCo for:
o Cash payment of $700,000
o £490,000 payable in RRR shares ("Shares") at 0.65 pence a share, with attached 5 for 3 three year warrants to subscribe for new Shares at 1p ("Warrants")
o Commitment by RRR to fund $1.2m of exploration expenditure over 18 months to produce a bankable feasibility study ("BFS") on Kamirombe, and thereafter pro rata.
o JVCo will hold the rights to exploit the Kamirombe 1 and 2, Haute Kalumba, and Basse Kalumba tailings properties (the "Project").
o The local partner, Vumilia Pendeza SA,("VUP") in JVCo will have a 20% interest in JVCo carried through BFS and finance-carried to production, and a 1% net smelter return ("NSR") royalty.
o Following completion of the BFS, RRR will have six months within which to elect to pay $1m to farm in to a further 26.25% of JVCo, bringing its interest to 52.5%.
It should be noted that the decision as to whether to proceed with the acquisition is dependent on due diligence which will include assessment of the availability of funding.
Andrew Bell, Chairman of Red Rock comments: "The old, rich copper/cobalt mines on the Congolese part of the Copperbelt have been producing for many decades, and some of the tailings are known to be attractive targets at today's prices and with today's technology. The electric car revolution is expected to have transformative impacts on battery technology and the metal demand pattern. We expect copper to be a beneficiary, but the long term impact on cobalt demand is likely to be stronger.
This is an opportunity that can add much value to Red Rock. From a technical point of view, this is a potentially low risk and high cash flow project, and we expect to have geologists on site conducting testwork within days.
We are in discussion with other parties who may wish to join us in this project, and will look for opportunities to strengthen the team.
A project of this scale will require a dedicated and experienced management, and this we will put in place."
Background on Cobalt and Copper
Some 50% of cobalt demand is now estimated to come from the rechargeable battery sector. The increased demand for electric vehicles and greater use of cobalt in lithium batteries is widely expected to lead to higher cobalt demand, and this expectation has since 2016 been reflected in rising cobalt prices. Half or more of known cobalt reserves are in the DRC, and a similar proportion of cobalt production (66,000 of 123,000 tons in 2016) comes from the DRC.
The DRC has historically been an important source of copper, and recent discoveries suggest that its importance may increase, Copper is currently seeing rising demand and prices including an increase in demand from the electric car industry.
The current mid-market traded prices on the London Metal Exchange are $59,250 per ton for cobalt and $6,407 per ton for copper.
Other Information
VUP holds exploration licenses 9687 (covering Kalemba) and 9684 (covering Kamirombe), with the right to proceed to a production license upon completion of feasibility, from La Générale des Carrières et des Mines SA, a DRC State body ("Gécamines").
The transaction is subject to satisfactory due diligence, which is expected to cover technical, infrastructural, and legal matters as well as political and other risk factors and the availability of funding on satisfactory terms to finance mineral development in the DRC.
The transaction is subject to other conditions besides due diligence, including the execution of formal agreements more expansive than the Agreement, as well as certain confirmations and consents. Should the conditions not be satisfied or waived by the beneficiary party within sixty days, either party may terminate the Agreement.
The Agreement provides that should the Project not commercially match the estimates provided by VUP (approximately 22m tons containing 375,000 metric tons of contained copper and 35,000 metric tons of contained cobalt, citing Gécamines records up to 1999), then the Luilu tailings (estimated similarly by VUP at 50m tons) will be added to the Project.
A 0.4% NSR Royalty equivalent is payable to COB, and upon commencement of commercial production, RRR will have the right within sixty days to terminate this obligation by paying $1m as a royalty termination fee.
The Warrants will become exercisable following a formal decision to proceed to commercial mining.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Andrew Bell 0207 747 9990 Chairman Red Rock Resources Plc
Scott Kaintz 0207 747 9990 Director Red Rock Resources Plc
Roland Cornish/ Rosalind Hill Abrahams 0207 628 3396 NOMAD Beaumont Cornish Limited
Neil Badger 0129 351 7744 Broker Dowgate Capital Stockbrokers Ltd
