Final Agreement to Acquire Mt Carbine JV from Cronimet
Released
Released
Announcement PDF
resourcing the new economy for a better tomorrow
5 July 2024
EQR EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE MT CARBINE
RETREATMENT JOINT VENTURE INTEREST FROM CRONIMET
Highlights:
EQR executed definitive agreement to acquire CRONIMET’s joint venture interest (being the
remaining 50% not yet owned by EQR) in the Mt Carbine Retreatment JV
As part of the transaction, EQR is to issue new ordinary shares at A$0.09 per share (representing
a ~100% premium to the 15 days VWAP) to CRONIMET, equal to a total of US$7.5 million
Under the Agreement, EQR is to assume all JV assets and liabilities, including offtake obligations
CRONIMET is to become the marketing partner for Saloro production
EQ Resources Limited (EQR or the Company) is pleased to announce that it has executed the definitive
agreement related to the Joint Venture Interest Transfer (Agreement) with CRONIMET Asia Pte Ltd (CR
Asia) and CRONIMET Australia Pty Ltd (CR Australia) for the acquisition of CR Australia’s joint venture
interest in the Mt Carbine Retreatment Joint Venture (JV). The Agreement formalises the binding Heads of
Agreement (HoA) entered into in October 2023 which was subject to financial and legal due diligence by
the parties (see ASX announcement ‘Strategic Partner Cronimet Joins EQR Register, As EQR Acquires JV
Interest From Cronimet’ dated 18 October 2023).
In 2019, EQR, through its wholly owned subsidiary Mt Carbine Retreatment Pty Ltd (“MCR”), and CR Asia,
through its wholly owned subsidiary CR Australia, embarked on a Joint Venture to reprocess the historic Mt
Carbine tailings and low-grade ore stockpiles, known as the Mt Carbine Tungsten Operation. Under this
arrangement, CR Australia and MCR each held a 50% interest in the JV.
As part of that JV arrangement, CR Asia prepaid an initial US$3.5 million, subsequently increased by an additional
US$3 million (currently US$6.5 million), for a long-term offtake agreement for 25,000 tonnes of tungsten concentrate
from the Mt Carbine Tungsten Operation (Offtake Agreement). CR Australia loaned US$2.2 million in
working capital into the JV and a further US$3.2 million for equipment leases, including one XRT Ore Sorter
and various material handling equipment. EQR will assume 100% of these liabilities under the Agreement.
With the successful operation of the processing plant and the expansion of operations to include the Andy
White Open Pit, EQR and CR Australia have agreed to a streamlined JV structure with EQR purchasing
CR Australia's 50% interest in the JV subject to conditions precedent.
The parties agreed on the following consideration for the transfer of the JV interest:
-
EQR to issue new ordinary shares at A$0.09 per share to CR Asia (or its nominee), equal to a
total of US$ 7.5 million;
-
EQR assumes all obligations under the Offtake Agreement;
-
EQR assumes all assets and liabilities of the Joint Venture; and
-
CRONIMET and EQR enter into a marketing agreement under which CRONIMET will receive a net
1% marketing fee for marketing Saloro production over five years.
PRINCIPAL PLACE OF BUSINESS: 6888 Mulligan Highway, Mt Carbine Qld 4871
POSTAL ADDRESS: PO Box 1496, Mareeba Qld 4880
ABN: 77 115 009 106 (ASX: EQR)
T: (07) 4094 3072 | F: (07) 4094 3036 | W: eqresources.com.au
resourcing the new economy for a better tomorrow
EQR’s Chief Executive Officer, Kevin MacNeill, commented: "We are pleased that we could conclude the
definitive agreement and simplify the commercial structure of our Mt Carbine operations and see CRONIMET
join our share register. CRONIMET has been a great partner in developing the processing plants and is a wellrespected player in the global tungsten market. The relationship remains strong, with CRONIMET taking a
marketing role for our Saloro concentrate.”
EQR is being advised by Steinepreis Paganin.
Key terms and conditions are outlined in the table below (which for clarity are consistent with the previously
announced HoA).
Mt Carbine Joint Venture Interest Transfer Agreement
Key Terms and Conditions
Seller
CRONIMET Australia Pty Ltd
Buyer
Mt Carbine Retreatment Pty Ltd, a 100% subsidiary of EQ Resources Limited
Purpose
Effective Date
Buyer to purchase the Seller’s 50% interest in the Mt Carbine Joint Venture and the
Seller’s 50% shareholding in the JV manager (Mt Carbine Retreatment Management
Pty Ltd, ACN 633 215 844)
30 June 2024
As and from the Effective Date, the Buyer shall assume:
all of the liabilities of the JV;
control of all Joint Venture Activities, including the retreatment operations and
any rights to deal with the product;
control of all operational, accounting and financial activities related in any way
to the JV interest; and
100% of the benefits of the JV interest and the JV property.
Transfer of Control
Conditions
Precedent
Settlement of the transaction is subject to and conditional on several conditions’
precedent being satisfied (or waived); the key conditions precedent are outlined below:
The Parties entering into a marketing agreement under which CRONIMET is granted
a net 1% marketing fee for marketing Saloro production over a five-year period;
The Parties agreeing to the form of the deeds of assignment, assumption and
amendment for, among other things, the assumption by the Buyer of the JV
obligations under the related JV agreements, including the retreatment production
offtake agreements and associated security deeds; and
An escrow deed executed by the Seller on terms satisfactory to the Buyer.
Consideration
The Company has agreed to:
Issue new shares worth US$7.5 million at a share price of A$0.09 per share (subject
to voluntary escrow restriction for 12 months from the date of issue); and
assume all Joint Venture assets and liabilities, including obligations under the
Offtake Agreement.
Page 2
resourcing the new economy for a better tomorrow
Released on the authority of the Board by
Kevin MacNeill
Chief Executive Officer
Further Enquiries:
Peter Taylor
Investor Relations
0412 036 231
peter@nwrcommunications.com.au
About the Company
EQ Resources Limited is a leading tungsten mining company dedicated to sustainable mining and processing practices.
The Company is listed on the Australian Securities Exchange, with a focus on expanding its world-class tungsten assets
at Mt Carbine in North Queensland (Australia) and at Barruecopardo in the Salamanca Province (Spain). The Company
leverages advanced minerals processing technology and unexploited resources across multiple jurisdictions, with the aim
of being a globally leading supplier of the critical mineral, tungsten. While the Company also holds gold exploration licences
in New South Wales (Australia), it aims to create shareholder value through the exploration and development of its current
project portfolio whilst continuing to evaluate corporate and exploration opportunities within the new economy and critical
minerals sector globally.
Forward-looking Statements
This announcement may contain forward-looking statements. Forward-looking statements address future events and
conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently
anticipated in such statements. Particular risks applicable to this announcement include risks associated with planned
production, including the ability of the Company to achieve its targeted production outline due to regulatory, technical or
economic factors. In addition, there are risks associated with estimates of resources, and there is no guarantee that a
resource will have demonstrated economic viability as necessary to be classified as a reserve. There is no guarantee that
additional exploration work will result in significant increases to resource estimates. Neither the Australian Securities
Exchange nor its Regulation Services Provider (as that term is defined in policies of the Australian Securities Exchange)
accepts responsibility for the adequacy or accuracy of this announcement.
Follow us:
Page 3
Share your feedback
Discover