Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Level 10, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000 – Tel: + 61 407 123 143 Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – Tel: +1 403 807 2948 Page 1 of 5
ASX: RAU
TSXV: RSM
TSXV Release: ASX Release:
9 September 2024 10 September 2024
Resouro Strategic Metals Enters Into a Binding Agreement for
Acquisition of Mineral Rights
Resouro Strategic Metals Inc. (ASX: RAU ; TSX-V: RSM ; FSE: 8TX; OTC: RSGOF) ("Resouro" or the "Company") is pleased to announce that on September 6, 2024 (September 7, 2024 Australian time) its subsidiary, Tiros Minerais Estratégicos Mineração Ltda (¨TMEL” or the “Buyer”), entered into a Binding Agreement with Marcelo Augusto Martins Neto (“Seller”) to acquire 100% ownership and title over three (3) mineral rights contiguous with the Sao Gotardo block of Resouro’s Tiros Rare Earth s and Titanium Project in the state of Minas Gerais, Brazil (“Tiros Project” or the “Project”).
Highlights
- Three (3) minerals rights (“Mineral Rights”) totaling 4,744 hectares located south of, and contiguous with, the Sao Gotardo block of the Tiros Project.
- The Capacete Formation, associated with the Tiros Project, covers most of the Mineral Rights associated with this Binding Agreement.
Figure 1: Tiros Southern Mineral Rights
Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Level 10, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000 – Tel: + 61 407 123 143 Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – Tel: +1 403 807 2948 Page 2 of 5
Commenting on the Binding Agreement , President, CEO, Director and Founder, Chris Eager said: “We are pleased to announce that we have successfully acquired key assets within the Capacete Formation, enhancing our strategic position in this promising region. This acquisition is strategically located adjacent to Resouro’s São Gotardo block of the Tiros Project. The integration of these assets into our portfolio is anticipated to offer significant advantages, particularly in the context of potential future discoveries.”
Acquisition Terms
Material Terms of the Binding Agreement include:
- Initial Payment: Within 5 days from the date of confirmed acceptance of this transaction by the TSX Venture Exchange (“ TSXV”), or up to 30 days from the purchase confirmation, payment of (1) CAD 50,000 in cash and (2) CAD 50,000 in R esouro shares based on the 20 -day volume weighted average price ( “VWAP”) of R esouro shares which occurred immediately prior to the date of acceptance of the transaction.
- Milestone 1: After the purchase confirmation, the Buyer shall drill at least six (6) holes within the mineral rights perimeter. The drilling campaign should report at least three
- (3) holes showing a minimum of 20 continuous meters of intercepts with over 2,000 ppm Total Rare Earth Oxides (“TREO”) within two years of the purchase confirmation date.
- The payment for Milestone 1 will consist of (1) CAD 50,000 in cash and (2) CAD 50,000 in Resouro shares based on the same 20-day VWAP as that used for the Initial Payment.
- If the drill holes are not completed in the two (2) years from the purchase confirmation date, the Buyer must pay in full the amount stipulated under this Milestone.
- Milestone 2: After the Buyer completes sufficient exploration work to issue a JORC Compliant report with an inferred resource of 100 million tonnes of at least 2,000 ppm TREO within three (3) years from the purchase confirmation date, the Buyer will make the following payment:
- The payment for Milestone 2 will consist of (1) CAD 50,000 in cash and (2) CAD 50,000 in Resouro shares based on the 20 -day VWAP of Resouro shares which occurred immediately prior to the date of the milestone 2 deadline.
- If Milestone 2 is not met within the three (3) years from the purchase confirmation date, the Buyer must pay, in full, the amount stipulated under this Milestone.
- Milestone 3: After the Buyer has completed a JORC Mineable Compliant Report, or up to one year after the payment related to Milestone 2 is made, the final payment to complete the acquisition of the mineral rights will be made by the Buyer, as follows:
Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Level 10, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000 – Tel: + 61 407 123 143 Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – Tel: +1 403 807 2948 Page 3 of 5
- The payment for Milestone 3 will consist of (1) CAD 100,000 in cash plus (2) CAD 100,000 in Resouro shares based on the 20-day VWAP of Resouro shares which occurred immediately prior to the date of the milestone 3 deadline.
- Conditions precedent:
- Completion of legal due diligence by the Buyer within 45 days of signature of the Binding Agreement; and
- Presentation by the Seller of:
- The mineral rights acquisition contract; and
- Completion by the Agencia Nacional de Mineração (“ ANM”) of the mineral rights transfer to the Seller; and
- Execution by the Buyer and Seller of all customary agreements and contracts associated with transactions of this kind in Brazil.
- Guarantee from the Seller:
- The Seller warrants and guarantees that in the event that any of the mineral rights related to this transaction are impacted by judicial or administrative procedures and/ endorsements, the transaction will be terminated, in full, and the Seller will reimburse the Buyer the full amount of all cash paid and all shares issued by the Buyer.
Resouro will fund the acquisition price from its existing cash reserves.
This announcement has been authorized for release by the Board of Directors.
Contact Information:
Chris Eager, CEO [email protected]
+44 7388 0579809
Justin Clyne, Director [email protected]
+61 407 123 143
Melissa Hamilton, Media, [email protected]
+61 417 750 274
About the Company
Resouro is a Canadian incorporated mineral exploration and development company, listed on the ASX, TSXV, OTC and FSE, focused on the discovery and advancement of economic mineral projects in Brazil, including the Tiros Rare Earths and Titanium project in Minas Gerais and the Novo Mundo Gold Project in Mato Grosso. The Tiros project represents 25 mineral concessions totalling 450 km2 located in the state of Minas Gerais, one of the most infrastructurally developed states of Brazil, 350 km from Be lo Horizonte, the state capital. Resouro has released a Mineral Resource Estimate for the Tiros Project of 1. 7 bn tonnes of Inferred, Indicated and Measured Resource as follows.
Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Level 10, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000 – Tel: + 61 407 123 143 Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – Tel: +1 403 807 2948 Page 4 of 5
DOMAIN CAT TONNES (t) TiO2 (%) TREO (ppm) MREO (ppm)
HG (High Grade)
Inferred 42,000,000 23 8,700 2,200
Indicated 55,700,000 23 9,030 2,380
Measured 20,800,000 24 9,320 2,530
Sum 120,000,000 23 9,000 2,400
MG (Medium Grade)
Inferred 620,000,000 11 3,500 950
Indicated 704,000,000 11 3,650 1,020
Measured 224,000,000 11 3,570 997
Sum 1,500,000,000 11 3,500 930
Totals 1,700,000,000 12 3,900 1,100
Note: Further details of the Company’s Maiden JORC MRE are contained within the Company’s announcement of 18 July, 2024.
Forward-Looking Information
This announcement contains certain "forward -looking information" within the meaning of applicable securities law. Forward -looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the expectations reflected in the forward -looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward - looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially fr om those anticipated in the forward -looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward -looking information include, but are not limited to: general economic conditi ons in Canada and globally; industry conditions, including governmental regulation and environmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the need to obtain required approvals fr om regulatory authorities; stock market volatility; liabilities inherent in the mining industry; competition for, among other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, processing and transportation problems; changes in tax laws and incentive programs; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this announcement is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information
Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Level 10, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000 – Tel: + 61 407 123 143 Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – Tel: +1 403 807 2948 Page 5 of 5
to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the ASX, 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.
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