TORONTO, Oct. 27, 2020 /CNW/ - Nubian Resources Ltd.
(TSX-V: NBR) ("Nubian" or the "Company") is pleased to announce
that, further to its news releases dated May
28, 2020 and August 25, 2020,
the Company has entered into a definitive subscription agreement
(the "Subscription Agreement") and has settled on definitive
agreements to acquire a 60% interest and the right to acquire the
remaining 40% interest in the Yandoit Gold Project (the "Project"),
situated in the historic Daylesford gold corridor of central
Victoria, Australia. The Project
consists of approximately 38 square kilometres (3,800 ha) of
property interest held under one Mining Licence and two Exploration
Licences, containing six historic gold mines.
Martin Walter, President &
CEO of Nubian, commented, "We are very pleased to have settled the
definitive agreements and to have entered into the Subscription
Agreement to acquire the Yandoit Gold Project. The process to
finalize structure and documentation in Australia and regulatory approval in
Canada required the Company to
seek FIRB (Foreign Investment Review Board) approval for the
Company's investment into Australia. We're pleased to
confirm that Nubian has now received FIRB approval for all its
acquisitions including the Yandoit Gold Project and the Fosterville
East Project, both located in Victoria,
Australia and the Lefroy
and Mathinna projects located in Tasmania, Australia (see press release of
July 15th).
With FIRB approval having been received, Nubian is progressing to
complete the transactions."
The Company, through its wholly-owned subsidiary Blackwood
Prospecting Pty Ltd ("Blackwood"), entered into the Subscription
Agreement to acquire its initial interest in the Project by
purchasing 60% of the shareholdings of Ballarat Investment
Management Pty Ltd ("BIPM") from the existing shareholders of BIPM
(the "BIPM Shareholders"). BIPM is a privately held corporation
incorporated pursuant to the laws of Victoria, Australia and is the owner or has
rights to the licenses comprising the Project.
Under the Subscription Agreement, the consideration for the 60%
equity interest in BIPM, Blackwood: (a) will pay on closing to the
BIPM Shareholders A$370,000 in cash;
(b) will deliver to the BIPM Shareholders an aggregate of 4,361,760
common shares in the capital of the Company at a deemed price
of C$0.15 per share, and subject to
adjustment of the Australian and Canadian foreign exchange rate on
the date of closing; and (c) will issue to the BIPM Shareholders a
promissory note, redeemable at the expiration of 18 months from the
closing date for, at the sole election of Blackwood, one of the
following: (i) the payment of AUD$750,000 in cash; or (ii) the
issuance to the BIPM Shareholders of a number of common shares in
the capital of the Company equal to the quotient obtained by
dividing the Canadian dollar equivalent of AUD$750,000, by the
volume weighted average price of the Company's common shares traded
on the TSX Venture Exchange for the 20 trading days immediately
preceding the redemption date; or (iii) by transferring to the BIPM
Shareholders a number of shares of BIPM equivalent to 35% of the
issued capital of BIPM (thereby reducing the Company's indirect
holdings in BIPM to 25% of the issued capital of BIPM). The
Subscription Agreement contains representations, warranties and
covenants customary for a transaction of this nature.
On closing, Blackwood and the BIPM Shareholders will enter into
a shareholders agreement (the "Shareholders Agreement") with
respect to the ownership of the shares of BIPM and the governance
of BIPM which Shareholders Agreement provides the Company (through
Blackwood) to acquire the remaining 40% of the share of BIPM from
the BIPM Shareholders at any time before the date which is the
earlier of the date that is 60 days following: (i) the date that is
24 months from the closing date, and (ii) the date that the closing
price of the Company's common shares on the TSX Venture Exchange is
C$1.20 or greater for a period of 60
consecutive days. Within seven days of exercising its right
to acquire the remaining 40% of the shares of BIPM, Blackwood must
deliver to the BIPM Shareholders a number of common shares in the
capital of the Company equal to the quotient obtained by dividing
the Canadian dollar equivalent of AUD$3,500,000, by the volume
weighted average price of the Company's common shares traded on the
TSX Venture Exchange for the 20 trading days immediately preceding
the date on which the option is exercised. The Shareholders
Agreement contains an adjustment mechanism for the option price in
the event that certain license transfers to BIPM are not effected.
In the event that Blackwood does not exercise the option to
acquire the remaining 40% of the shares of BIPM, then it will
transfer 1,000 shares of BIPM to the BIPM Shareholders, reducing
its holdings to not less than 25% of the issued capital of
BIPM.
Under the terms of the Shareholders Agreement, Blackwood is
required to solely fund the expenses of BIPM for a period of two
years after the closing date to a maximum amount of AUD$1,000,000.
The Shareholders Agreement also provides that two of the three
initial directors of BIPM shall be nominees of Blackwood and
contains other provisions typical of an agreement of this nature
including, restrictions on the transfer of BIPM shares and
drag-along provisions. In connection with the transaction, the BIPM
Shareholders will also be entitled to a 2% net smelter return
royalty, which can be purchased by the Company forAUD$250,000 at
any time after 36 months from the agreement date. The
completion of the transaction is subject to obtaining the approval
of the TSX Venture Exchange.
ABOUT NUBIAN
Nubian Resources Ltd. is a public traded precious and base
metals exploration company listed on the TSX Venture Exchange. The
Company is managed by a team of experienced mining and geological
professionals. In May 2020, Nubian
entered into an agreement to acquire and develop the Yandoit Gold
Project in central Victoria,
Australia and in July 2020,
Nubian entered into an agreement to acquire Stavely Mineral
Limited's Fosterville East project and its Lefroy and Mathinna projects in Tasmania. Nubian's main asset is the
Esquilache Silver Project located within the Tintaya porphyry
copper belt of southern Peru.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Caution Regarding Forward Looking Statements
Certain
statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated" and
similar expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on Nubian's current belief or assumptions
as to the outcome and timing of such future events. Actual future
results may differ materially. In particular, this release contains
forward looking information relating to, among other things,
statements with respect to the completion of the acquisition, the
terms and conditions of the acquisition and the potential benefits
of the acquisition and the Project. Various assumptions or factors
are typically applied in drawing conclusions or making the
forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently
available to Nubian. Although such statements are based on
reasonable assumptions of Nubian's management, there can be no
assurance that any conclusions or forecasts will prove to be
accurate.
Forward-looking information contained in this news release is
based on certain factors and assumptions regarding, among other
things, the Project, the Acquisition and the Private Placement, and
other similar matters. While Nubian considers these assumptions to
be reasonable based on information currently available to them,
they may prove to be incorrect. Forward looking
information involves known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information. Such factors include risks inherent in
the exploration and development of mineral deposits, including
risks relating to changes in project parameters as plans continue
to be redefined, risks relating to variations in grade or recovery
rates, risks relating to changes in mineral prices and the
worldwide demand for and supply of minerals, risks related to the
COVID-19 pandemic and current global financial conditions,
increased competition, access and supply risks, reliance on key
personnel, operational risks regulatory risks, including risks
relating to the acquisition of the necessary licenses and permits,
financing, capitalization and liquidity risks, title and
environmental risks and risks relating to delay or failure to
satisfy the closing conditions to the Acquisition and the Private
Placement.
The forward-looking information contained in this release is
made as of the date hereof, and Nubian is not obligated to update
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
applicable securities laws.
Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on
forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
SOURCE Nubian Resources Ltd.