Pan African Resources Plc - Pan African acquires Tennant Consolidated Mining Group Pty Ltd in Australia and Sudanese exploration activities suspended
and registered in Pan African Resources PLC (IncorporatedEngland andWales under the Companies Act 1985 with registered number 3937466 on 25Pan African Resources Funding Company February 2000 ) Limited Share code on AIM: PAF Incorporated in theRepublic of South Africa with limited liability Share code on JSE: PAN Registration number: 2012/021237/06 ISIN: GB0004300496 Alpha code: PARI ADR ticker code: PAFRY (`Pan African' or the `Company' or the `Group')
Pan African acquires
TRANSACTION HIGHLIGHTS
-- All scrip acquisition of 92% ofTennant Consolidated Mining Group Pty Ltd (TCMG) by Pan African via a Share Acquisition Agreement (the `Transaction') o Pan African acquired an initial 8% of TCMG inMarch 2024 and following the Transaction, TCMG will be a wholly owned subsidiary o Consideration representsa total acquisition cost ofUS$54.2 million # Initial cash investment ofUS$3.4m duringMarch 2024 for an 8% shareholding in TCMG # Issue of PAR shares (the New Ordinary Shares) to the value ofUS$50.8 million to acquire remaining shares and claims of existing shareholders # Consideration constitutes less than 6% of PAR's current issued share capital -- Payback of initial capital investment expected in less than 3 years at an average gold price of approximatelyUS$2,600 /oz, with base case financial model also demonstrating returns in line with Group's requirement of circa 20% per annum -- Low risk, near term, low cost production in a Tier 1 mining jurisdiction # Development capital fully funded # Commissioning expected duringJune 2025 # Expected production of 50kozpa at AISC of~US$1,300 /oz for first three years of operation -- The Transaction is expected to be fully implemented duringDecember 2024 under the Australian Corporations Act -- Large land package with significant exploration potential
STRATEGIC RATIONALE
-- Complementary to Pan African's current portfolio of high-margin, long-life surface re-mining operations -- Opportunity to acquire near term, low-cost and low risk production growth from a Tier 1 mining jurisdiction (Australia's Northern Territory ) -- Processing facility will be the largest to ever operate in the region, providing economies of scale -- Near-term production growth atTCMG's Nobles Gold Project , scheduled to commission in the second quarter of the 2025 calendar year with a target initial 8-year life-of-mine (LOM), inclusive of 5 years in current Mineral Reserves. Additional three years of production currently in the permitting process -- Access to an attractive asset portfolio in one ofAustralia's known highest grade mineral fields o A known geological endowment through historic gold production and current Mineral Resources of 8Moz Au and ~1.2Mt Cu o Walk-up brownfields and development drill targets at TCMG's 100% owned Warrego, Nobles and Juno assets -- Region under-explored, with less than 8% of holes drilled below 150m depth -- Significant land position, as TCMG controls 1,700km2 through 100% owned assets as well as through the(ASX: ERM) Joint Venture (ERM-JV), utilising a hub & spoke growth strategy to process multiple deposits -- Experienced corporate and project execution team in place to ensure successful project delivery -- Potential to significantly expand the Mineral Resource and Mineral Reserve base as well as the LOM beyond 15 years through two-staged gold and copper strategy, underpinned by an exploration target with up to an additional 800koz of gold alone -- Represents an increase in Group production by approximately 20% per annum in the next year Emmerson Resources Limited
KEY PROJECT METRICS
-- JORC 2012 compliant Feasibility Study completed, herein reported according toSAMREC 2016 compliance, highlighting Mineral Resources of 1.3Moz Au (14.1Mt at 2.83g/t) and Mineral Reserves of 0.4Moz Au (3.9Mt at 3.1g/t) -- Initial development capital ofUS$35.7 million fully funded with Australian debt facilities, including Australian Northern Territory Government funding -- Limited project execution risk, with processing plant construction more than 50% complete o Commissioning expected byJune 2025 and first gold byJuly 2025 -- Production over initial 3-years of the LOM mostly from surface stockpiles and tailings storage facilities at circa 50kozpa and with an AISC of approximatelyUS$1,300 /oz -- Financial model demonstrates free cashflow LOMUS$420M assuming gold priceUS$ 2,600 /oz o Project NPVUS$129.7M and a real ungeared IRR of 144% on current Mineral Reserves alone
For a presentation with further details on the project please visit the Company's website at: www.panafricanresources.com
TCMG represents an opportunity to further expand and diversify our near-term low-cost production base and the next phase in the growth trajectory of the Group, in a Tier 1 mining jurisdiction.
The Group has been assessing the TCMG portfolio for almost a year, and we are confident that this acquisition complements our strategy of focusing on safe, low-cost gold mining opportunities, with the potential to further grow our business by developing projects that meet our stringent investment criteria."
1. INFORMATION ON TRANSACTION
Pan African is pleased to announce that the Company has concluded a share acquisition agreement (the `Agreement') with
-- Initial cash investment (subscription for new shares) ofUS$3.4m duringMarch 2024 -- Issue of PAR shares forUS$50.8 million to acquire shares and claims of existing shareholders, to be settled by18 December 2024
The total acquisition cost comprise the following:
______________________________________ | |US$* | |___________________________|__________| |Initial investment (Equity)|3,350,000 | |___________________________|__________| |Shareholder loan |11,676,995| |___________________________|__________| |Equity acquisition |39,091,385| |___________________________|__________| |Total |54,118,380| |___________________________|__________|
*Converted at an exchange rate of A$/US$: 0.67
The consideration payable in shares will be funded through either the issue of new equity (pending approval from shareholders at the Annual General Meeting (AGM), scheduled for
The New Ordinary Shares will be issued at a price equal to the 30 day volume weighted average price of Pan African ordinary shares listed on the AIM market of the
If at any time between
The Agreement contains warranties, undertakings and terms which are standard for a transaction of this nature.
A further announcement in relation to the consideration, including details of any issue of new equity, will be made in due course.
1. BACKGROUND OF THE TENNANT CREEK GOLD FIELD
The
The mineral deposits in the TCGF are well studied and understood through historical mining as well as current exploration. These deposits form part of the hematite and magnetite end members of an Iron Oxide Copper Gold (IOCG) mineralisation style. The ore bodies tend to express as cone-like, blanket-like breccia sheets within granitic margins, or as long ribbon-like breccia or massive iron oxide deposits within faults or shear zones. Continuity of these deposits is proven with strike lengths more than 50m, widths of 2m-24m or more and down-dip extents of hundreds of meters. Typically, these deposits are enriched in copper, gold, cobalt, silver, uranium and bismuth.
Apart from brownfields exploration, the TCGF is also very prospective for greenfield discoveries such as the Mauretania and Marathon deposits on the
In 2022, realising the consolidation opportunity present in the area, TCMG acquired 100% of the tenements around the historic highest grade and largest producers of the region, namely, Nobles, Warrego, and Juno, with the intent to expedite exploration and increase the conversion of Mineral Resources to Mineral Reserves. The processing plant currently being constructed will be the only functioning gold processing plant in the region at present, and will be the largest facility ever operated in the TCGF.
The remaining CPS on surface will form the basis of the production for the first year.
1. NOBLES GOLD PROJECT FEASIBILITY STUDY OVERVIEW AND CONSTRUCTION PROGRESS
Feasibility Study summary
TCMG's Feasibility Study (Nobles Gold Project Feasibility Study 2024) is based on the processing of material through a carbon in leach (CIL) gold plant which was purchased from the
The base ore sources are in proximity to the plant's location and are deemed low risk production ounces.
The estimated capital cost for commissioning is
Mineral Resource and Ore Reserve estimation
Mineral Resources
The kriged Mineral Resource Estimates (MRE) were depleted for historical mining using the existing open pit and underground development and stope void surveyed wireframes. The MRE has been classified as Indicated and Inferred Mineral Resources in accordance with the guidelines of The Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and signed off by a Competent Person,
TCMG Mineral Resources as signed off by
___________________________________________________________________________ | | | |Contained gold | | | |Tonnes |________________________| |TCMG Resourcesas at 30 June 2024|Category | |Grade| | | | | |_______|_____|Tonnes (Gold)|Moz | | | |million|g/t | | | |________________________________|_________|_______|_____|_____________|____| | |Measured |0.0 |0.00 |0.0 |0.00| | |_________|_______|_____|_____________|____| | |Indicated|10.6 |3.06 |32.5 |1.04| |Mineral Resources |_________|_______|_____|_____________|____| | |Inferred |3.5 |2.14 |7.5 |0.24| | |_________|_______|_____|_____________|____| | |Total1 |14.1 |2.83 |40.02 |1.29| |________________________________|_________|_______|_____|_____________|____|
1 Any discrepancies in totals are due to rounding.
Mineral Resources have been classified based on confidence in geological and grade continuity using the drilling density, geological model confidence, modelled grade continuity and conditional bias measures (kriging efficiency) and discounted due to the lack in operational reconciliation data. The classification is robust with a potential for further optimisation and extension of geological ore zones.
Mineral Reserves
The Mineral Reserves, as contained in the TCMG Feasibility Study (2024), comprises historically created surface stockpiles, waste rock dumps and tailings storage facilities, open pit and underground deposits.
An integrated schedule was compiled by Entech which specifies that the surface stockpile material is supplemented from open pit operations, commencing soon after the commissioning of the plant and will form the feed to the processing plant over the initial 15-month period. Additionally, underground mines are being developed to deliver ore to the plant from month 16 onwards. Mining costs for the open pit and underground operations, as used in the Feasibility Study, was compiled by Entech and obtained through a request for quotes to major Australian mining contractors.
TCMG Mineral Reserves as signed off by Entech (2024)
_________________________________________________________________________ | | | |Contained gold | | | |Tonnes |________________________| |TCMG Reservesas at 30 June 2024|Category| |Grade| | | | | |_______|_____|Tonnes (Gold)|Moz | | | |million|g/t | | | |_______________________________|________|_______|_____|_____________|____| | |Proved |0.0 |0.00 |0.0 |0.00| | |________|_______|_____|_____________|____| |Mineral Reserves |Probable|3.9 |3.10 |12.1 |0.39| | |________|_______|_____|_____________|____| | |Total1 |3.9 |3.10 |12.1 |0.39| |_______________________________|________|_______|_____|_____________|____|
1 Any discrepancies in totals are due to rounding.
Potential Further Growth
The Warrego orebody represents future upside with potential extraction and sale of a copper and gold concentrate, as it contains high-grade copper associated with the gold mineralisation. Tailings from the copper flotation plant can be processed for gold recovery in the Nobles CIL plant. TCMG is in the process of finalising a Prefeasibility Study on the copper-gold circuit for processing of the Warrego ore.
The geological prospectivity across the TCMG tenements and the ERM-JV is deemed to be high. The deposits are contained within the hematite and magnetite end members of the IOCG deposits and can be successfully identified and explored with up-to-date geomagnetic survey technology.
The competent person for Pan African,
1. PROJECT EXECUTION PLAN
Dismantling of the GAM CIL plant in Cloncurry, as well as early works at the Nobles plant site in
Commissioning of the plant and the dry-stack tailings storage facility is expected during
_____________________________________________________________________________ | |Month |Month| |Source | | | | |(Start)|(End)| |_______________________________________________________________|_______|_____| |Crown Pillar Stockpile |1 |29 | |_______________________________________________________________|_______|_____| |Smaller open pit areas (Rising Sun, Nobles, Weabers Find, Black|4 |13 | |Snake and Eldorado) | | | |_______________________________________________________________|_______|_____| |Eldorado Underground |16 |25 | |_______________________________________________________________|_______|_____| |Juno Underground |17 |53 | |_______________________________________________________________|_______|_____| |Golden Forty Underground |30 |57 | |_______________________________________________________________|_______|_____| |Chariot Underground |39 |66 | |_______________________________________________________________|_______|_____| |Nobles North Tailings |29 |39 | |_______________________________________________________________|_______|_____|
The initial LOM detailed above excludes further open pit potential currently being permitted or optimised.
Exploration drilling will be conducted throughout the LOM to extend the life of the different operations and will focus on brownfields and greenfields exploration.
Permitting and approval, including a cultural heritage management plan, indigenous land access permits and sacred site clearance certification for the initial four years of production has been obtained. Permitting of additional Mineral Resources, not yet converted to Mineral Reserves, will be conducted during the LOM and in such a manner as to not impact the overall production output. Mine rehabilitation on closure is planned sequentially to mining depletion. The rehabilitation and closure provision of
The Prefeasibility Study on the Warrego copper and gold deposit is scheduled to be completed during Q2 FY2025 and will inform further studies and a possible execution strategy.
1. PROJECT FINANCIAL ANALYSIS
The financial metrics for the
________________________________________________ |Description |Values | |________________________________|_______________| |LOM (months, years) |66, 5.5 | |________________________________|_______________| |Tonnes processed (Mt) |4.4 | |________________________________|_______________| |Au produced (Koz) |390.4 | |________________________________|_______________| |Gold price (US$/oz) |2,214.0 | |________________________________|_______________| |Working cost (US$/oz) |1,191 | |________________________________|_______________| |Margin (US$/oz) |1,023 | |________________________________|_______________| |Capital cost (US$'m) |171.2 | |________________________________|_______________| |FCF (excl. capital cost) (US$'m)|329 | |________________________________|_______________| |NPV (15% real) (US$'m) |79.3 | |________________________________|_______________| |Real Project IRR (%) |108.2 | |________________________________|_______________| |Project payback date |31 October 2025| |________________________________|_______________| |Real shareholder IRR (%) |27.1 | |________________________________|_______________|
*Conversion rate of US$/AU$: 0.67
Pan African has approved lines in place to hedge approximately 75% of the TCMG production for the first two years of production to secure the return on its initial investment, should the Group deem this necessary. Indicative pricing at a spot gold price of
1. CATEGORISATION OF THE TRANSACTION AND OTHER REGULATORY DISCLOSURE
The initial investment was an uncategorised transaction and did not involve any related parties in terms of the JSE Listings Requirements or the AIM Rules for Companies and is therefore not subject to shareholder approval.
This Transaction constitutes a category 2 transaction in terms of the JSE Listings Requirements. It is not classified as a material transaction in terms of the AIM Rules for Companies and does not involve any related parties and are not subject to Pan African shareholder approval.
For the purposes of Schedule Four of the AIM Rules, TCMG reported a net loss of AUD$1,6 million for the financial year ended
The value of the net assets of TCMG as at
Tembo and Transasia are private equity funds. The ultimate beneficial owners of Catalpa are
1. SUDANESE EXPLORATION ACTIVITIES SUSPENDED
Given the ongoing political unrest prevailing in
The information contained within this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
For further information on Pan African please visit the Company's website at:
___________________________________________________________________________ |Corporate information | |___________________________________________________________________________| |Corporate office |Registered office | | | | |The Firs Building |2nd Floor | | | | |2nd Floor, Office 204 |107 Cheapside | | | | |Cnr. Cradock and Biermann Avenues |London | | | | |Rosebank, Johannesburg |EC2V 6DN | | | | |South Africa |United Kingdom | | | | |Office: + 27 (0)11 243 2900 |Office: + 44 (0)20 3869 0706 | | | | |info@paf.co.za|info@paf.co.za | |______________________________________|____________________________________| |Chief executive officer |Financial director and debt officer | | | | |Cobus Loots |Marileen Kok | | | | |Office: + 27 (0)11 243 2900 |Office: + 27 (0)11 243 2900 | |______________________________________|____________________________________| |Head: Investor relations | | | | | |Hethen Hira |Website: www.panafricanresources.com| |Tel: + 27 (0)11 243 2900 | | |E-mail: hhira@paf.co.za | | |______________________________________|____________________________________| |Company secretary |Nominated adviser and joint broker | | | | |Jane Kirton |Ross Allister/Georgia Langoulant | | | | |St James's Corporate Services Limited |Peel Hunt LLP | | | | |Office: + 44 (0)20 3869 0706 |Office: +44 (0)20 7418 8900 | |______________________________________|____________________________________| |JSE Sponsor and JSE debt sponsor |Joint broker | | | | |Ciska Kloppers |Thomas Rider/Nick Macann | | | | |Questco Corporate Advisory Proprietary|BMO Capital Markets Limited | |Limited | | | |Office: +44 (0)20 7236 1010 | |Office: + 27 (0) 63 482 3802 | | |______________________________________|____________________________________| | |Joint broker | | | | | |Matthew Armitt/Jennifer Lee | | | | | |Joh. Berenberg, Gossler & Co KG | | | | | |Office: +44 (0)20 3207 7800 | |______________________________________|____________________________________|