Colombian Gold Assets - Execution of Sale Agreement
14 April 2015
Red Rock Resources plc, the mining and exploration company with interests in gold in Africa and Colombia, and investments in other mineral assets, announces the signing of a Sale Agreement in relation to the sale of its El Limón gold assets in Colombia.
Highlights:
o Sale Agreement signed with Colombia Milling Limited ("CML")
o Total sale proceeds of USD5m (including USD100,000 previously received and up to USD3m
of future royalty payments)
o Initial tranche of USD450k
o Second tranche of USD225k in 9 months
o Third tranche of USD225k in 15 months
o Secured promissory note of USD1m
o Royalty (NSR) payments of USD3M to begin at the earlier of 9 months or 100tpd plant
processing and production
o Completion set for 30 April 2015
Overview:
Further to the announcements of 13 May 2014 and 21 November 2014, Red Rock has now executed a Sale Agreement with Colombia Milling Limited ("CML"), a private company registered in Belize. CML is the nominee of Nicaragua Milling Company ("NML"), with which Red Rock signed a Letter of Intent on 12 May 2014. CML is represented by James Randall Martin, an experienced mining executive who was the CEO of Colombia Goldfields Ltd and was the founder and Chairman of Nicaraguan gold producer Hemco.
Under the Sale Agreement, the Company sells, and CML buys, (a) a 100% interest in American Gold Mines Limited ("AGM"), which owns a 50.002% interest in Four Points Mining SAS ("FPM"), the owner of the El Limón mine, and (b) its loans to FPM, for a total consideration of USD5,000,000. CML will also purchase an 11.2% stake from a minority shareholder in the business.
Payment of the unchanged consideration of USD5,000,000 will occur in tranches. The initial payment of USD100,000, was previously made in respect of the CML's due diligence review.
The first tranche of USD450,000 will be payable at the closing of the transaction ("Completion"), which is expected to be on 30 April 2015. The second tranche of USD225,000 will be payable on the date that is 9 months from Completion. The third tranche of USD225,000 will be payable on the date that is 15 months from Completion.
A further payment of USD1,000,000 will be satisfied by the issuance by CML to Red Rock at Completion of a three year convertible 5% promissory note ("PN"), secured on the acquired shares in AGM and providing that during its currency the CML will procure that AGM does not alienate or dispose of its interest in FPM. Security for the PN will be held in the form of a charge over 100% of the shares in AGM and conversion is possible following any listing of CML or vend of the assets into a public vehicle.
Additional payments of up to USD2,000,000 will be paid in the form of a 3% net smelter return royalty ("First NSR") payable quarterly on gold production from FPM commencing on the earlier of (a) 9 months from Completion; and (b) the achievement of commercial gold production and processing through the El Limon plant of at least 100 tons per day for 30 consecutive calendar days.
A final royalty stream of up to USD1,000,000 will be paid following the payment in full of the First NSR in the form of a 0.5% net smelter return royalty ("Second NSR") payable quarterly on gold production from FPM.
The assets have been held for sale since 2014 and the carrying value is $2.9m at signing.
Completion is subject to various procedural conditions that the Company considers are satisfied or are in process of being satisfied, and to CML's confirmation of funding.