Mariana Resources Ltd, the AIM and TSXV listed exploration and development company with projects in Turkey and South America, announced this morning that it has entered into a binding Term Sheet to acquire an 80% interest in Awalé Resources SARL. Awalé is a private exploration company focussing on gold projects in Côte d’Ivoire. Mariana’s experience and ability is being leveraged to acquire a majority interest in Awalé, in a region which hosts one of the largest known prospective underexplored greenstone belts in West Africa.
The Transaction will provide Mariana with an immediate presence and established footprint in Côte d’Ivoire, given Awalé’s existing large early stage prospective gold exploration portfolio. Awalé’s current focus is on the eastern border of the country at Bondoukou (refer figure 1) with 3 granted licences and 4 licences under application. The Boundoukou concessions lie along the southwestern extension of the Birimian-age Bole-Nangodi greenstone belt in adjacent Ghana, which is host to a number of high grade orogenic-type gold deposits. It is intended that Mariana and the Awalé team will advance these assets.
Overview of Transaction
- Mariana gains an immediate foothold on an established exploration portfolio with known gold mineralisation and artisanal gold workings which comprises:
- 3 granted contiguous licenses (1,191 km2) in the Bondoukou area; and
- 4 licenses under application (1,593 km2) in both the Bondoukou and Abengourou areas.
- Mariana will acquire an indirect 80% interest in Awalé by virtue of an acquisition of 80% of the shares (the “Awalé Shares”) of the parent company of Awalé (“Awalé Holdco”) from the then shareholders of Awalé Holdco (the “Awalé Shareholders”). The Awalé Shareholders will continue to hold a 20% interest in Awalé Holdco.
- Mariana and the Awalé Shareholders will enter into a shareholders’ agreement (the “Shareholders’ Agreement”) to govern the affairs of Awalé Holdco (the “Joint Venture”).
- In consideration of the Awalé Shares, Mariana will issue to the Awalé Shareholders an aggregate US$544,274 in Mariana ordinary shares calculated based on the volume weighted average trading price for such shares on the AIM for the 45 trading days prior to October 5, 2016 (being 723,511 ordinary shares). Mariana has agreed to loan to Awalé US$55,725 to settle certain loan obligations of Awalé. Further, Mariana has agreed to settle certain outstanding obligations of Awalé to a maximum value of US$89,000.
- Mariana will pay to the Awalé Shareholders a bonus payment of:
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US$0.50 per ounce of reported gold resources for a mineral resource delineated up to the first one million ounces, and US$1.00 per ounce of gold resources for any mineral resource delineated over the first one million ounces together with a catch-up payment of $0.50 per ounce of gold resources for any mineral resources ounces that were delineated prior to the delineation of a mineral resource greater than one million ounces,
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Subject to a maximum of US$3.5 million
- It is anticipated that a definitive share purchase agreement relating to the Transaction will be entered into on or before 15 November 2016, and that closing of the Transaction will occur on or before 30 November 2016, or as otherwise agreed.
- The Awalé Shareholders will co-contribute to the Joint Venture in the agreed percentages on the attainment of a reported 1 million oz gold mineral resource.
- Mariana is retaining services of the founders of Awalé, as well as the in country team which boasts experienced senior local geologists.
- Significant rock, soil and stream sediment sampling has already been completed by the team, but immediate analysis and follow up is required.
- Mariana will be the Operator of the Awalé concessions.
- Completion of the Transaction is subject to certain standard conditions customary for a transaction of this nature, including receipt of all regulatory approvals.
Chief Executive Officer, Glen Parsons today commented: “Mariana’s majority interest in Awalé comes at an exciting time for shareholders providing potential in one of the most exciting gold jurisdictions in West Africa, especially as the resource market sees continual signs of positive momentum. Mariana’s expertise alongside the Awalé team’s local knowledge, presence and solid foundation provide an excellent platform for the joint venture to build a potentially successful regional gold exploration and development company. Mariana’s strategy has always been a complementary diversified portfolio of gold, copper and silver properties in highly prospective regions which offer scale as a key objective, and Côte d’Ivoire certainly provides this. Mariana has demonstrated success with this strategy specifically the exceptional Hot Maden high grade gold and copper project in Turkey which management of Mariana believes includes significant exploration upside, as well as Mariana’s advanced gold and silver portfolio in Argentina. The ability to advance Awalé’s current granted licenses around Bondoukou in a cost effective manner is seen as a priority and one that is anticipated can deliver immediate success to the joint venture and will form the basis of planning for the next stage of exploration. Exploration activities for Awalé are currently budgeted within Mariana’s current cash resources without affecting any activities on the balance of the portfolio for next year.
“I look forward to providing updates on the exploration results on our portfolio as well as the imminent milestone of the PEA at Hot Maden.”
Links to Figures: http://media.wix.com/ugd/24ee23_467075be3ae34ebcb71d7bdedf8093ad.pdf
The Awalé Concessions and Initial Focus
The Bondoukou permit package lies in the Zanzan region of north-eastern Côte d’Ivoire, and is accessible from the town of Bondoukou. Bondoukou lies close to the Ghana border with a population of 117,453 (2014 Survey, Wikipedia) and has all amenities including banks, hotels and other major services and is accessed by tarred road from Abidjan (c.430km or 5 hours).
Mariana’s initial focus will be on the Bondoukou Est concession, where high grade gold mineralization (up to 36 g/t Au from initial surface sampling) occurs within a sheeted quartz vein complex that is located at the contact between a zoned granitoid intrusion and the host meta-volcanic and meta-sedimentary rocks. Artisanal miners are currently active at Bondoukou Est and are undertaking shallow mining (generally up to 30m depth) from higher grade quartz veins that lie within a broadly NW-SE-trending mineralized corridor interpreted to have a strike extent of 18 km. Subsequent field activities will focus on other artisanal workings within the remainder of the Bondoukou Est concession, as well as workings in the Bondoukou Nord and Nord Est concessions.
