Inflection Resources and AngloGold Ashanti Sign a Heads of Agreement for a Multi-Year Exploration Earn-in Across Portfolio of Copper-Gold Projects in Australia
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Inflection Resources and AngloGold Ashanti Sign a Heads of
Agreement for a Multi-Year Exploration Earn-in Across
Portfolio of Copper-Gold Projects in Australia
Vancouver, British Columbia, February 23, 2023: Inflection Resources Ltd. (CSE: AUCU /
OTCQB: AUCUF / FSE: 5VJ) (the "Company" or "Inflection") is pleased to announce it has signed
a non-binding Heads of Agreement (“HOA”) with AngloGold Ashanti Australia Limited
(“AngloGold”) (NYSE: AU / JSE: ANG / ASX: AGG) that outlines the principal terms under which
AngloGold may enter into a multi-year Earn-in Agreement across a number of Inflection’s copper-
gold projects in New South Wales, Australia. Pursuant to the terms of the HOA, AngloGold shall
have a 60-day period to complete further due diligence and enter into a binding Earn-in Agreement
with the Company.
Summary Highlights:
• AngloGold shall fund a total of AUD$10,000,000 on exploration expenditures across the
portfolio of projects within three years following execution of the Earn-in Agreement as part of
a Phase I exploration program. Phase I is intended to drill test a wide range of large intrusive-
related, copper-gold exploration targets including Duck Creek. Phase I will include a minimum
expenditure commitment of AUD$6,000,000;
• Phases II and III are staged earn -in’s where AngloGold may select up to five Designated
Projects in which to earn up to a 65% interest in each by sole funding exploration expenditures
of AUD$7,000,000 over three years in Phase II and a further AUD$20,000,000 over two years
in Phase III on each D esignated Project , for cumulative maximum expenditure s of
AUD$135,000,000; and,
• AngloGold retains the further right to earn an additional 10% interest in each Designated
Project in Phase IV by:
o Completing a Pre-Feasibility Study solely funded by AngloGold within an additional
three-year period; and,
o Granting to Inflection, subject to existing underlying royalties, a 2% or 1% net smelter
return (“NSR”) royalty.
Alistair Waddell, Inflection’s President and CEO, states : “The execution of this Heads of
Agreement with AngloGold Ashanti is a major milestone for the Company . We are extremely
pleased to enter into such a large-scale exploration and development agreement that will provide
the necessary capital to drill test and potentially develop our large portfolio of copper-gold
porphyry targets across our 100% -owned land position within the northern extension of the
Macquarie Arc. We fully anticipate recommencing drilling immediately following the execution of
the Earn-in Agreement, all of which will now be fully funded by AngloGold . Planned drilling will
include the completion of deep drill holes at Duck Creek where earlier drilling intercepted strong
alteration the Company interprets to be indicative of the upper parts of an alkalic copper-gold
porphyry system.”
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Table 1: Summary structure of the Heads of Agreement
Notes:
• Phase I is inclusive of the minimum commitment of AUD$6,000,000.
• Completion of PFS (Pre-Feasibility Study) to include a minimum resource of two million ounces of
gold or gold-copper equivalent Measured and Indicated resources per project.
• All expenditure timelines can be accelerated.
Further details of the Heads of Agreement:
Phase I:
AngloGold will sole fund a total of AUD$10,000,000 on exploration expenditures across a wide
range of different intrusive related exploration targets over a 36-month period following execution
of the Earn -in Agreement. AngloGold will commit to fund expenditures of AUD$6,000,000. If
Phase I Expenditures of AUD$10,000,000 are not completed within the required time frame, then
the Earn-in Agreement shall terminate and no interest in any of the properties will be earned by
AngloGold.
Upon completion of Phase I, the AUD$10,000,000 advanced by AngloGold for exploration
expenditures shall be converted into common shares of Inflection equal to 9.9% of the then issued
outstanding common shares of the Company, post share issuance, at the tim e of completion of
Phase I. The deemed price of the shares shall be calculated using the 30-day VWAP and the
number to be issued shall be capped at the Canadian dollar equivalent of AUD$10,000,000.
If the number of shares issued equals less than 9.9% of Inflection’s outstanding shares, then
AngloGold shall retain the right to purchase additional common shares from the treasury of
Inflection at a 10% premium to the 30-day VWAP, up to a combined maximum ownership interest
of 9.9% of the then-outstanding common shares.
Phase II:
AngloGold may elect to earn an initial 51% interest in up to five Designated Projects individually
by sole funding expenditures of AUD$7,000,000 per project within 36 months. If AngloGold fails
to complete the Phase II earn-in expenditure for a given Designated Project, Inflection will retain
100% ownership with no interest earned by AngloGold.
Phase # AngloGold
Interest (%)
Maximum time for
each Stage
Phase I 0% 36 Months from
Execution Date
Project 1 Project 2 Project 3 Project 4 Project 5
$7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 51%
Phase III $20,000,000 $20,000,000 $20,000,000 $20,000,000 $20,000,000 65%
24 Months from
commencement of
Phase III
Phase IV Completion
of PFS
Completion
of PFS
Completion
of PFS
Completion
of PFS
Completion
of PFS 75%
36 Months from
commencement of
Phase IV
$10,000,000
Project Specific Expenditures (AUD$)
Phase II
36 Months from
commencement of
Phase II
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Phase III:
AngloGold may elect to earn an additional 14% interest in each Designated Project individually,
for a total 65% interest, by sole funding additional expenditures of AUD$20,000,000 per
Designated Project within 24 months following completion of Phase II. If AngloGold initiates but
does not complete Phase III, then its ownership interest in the Designated Project will revert to
49%, which Inflection retains the right to purchase at a mutually agreed price or for fair value if a
price cannot be mutually agreed within a specified period.
Phase IV:
AngloGold retains an additional right to earn a further 10% interest in each Designated Project,
bringing its potential ownership interest to 75%, by completing the following:
o Delivering to Inflection a Pre-Feasibility Study in accordance with the CIM Definition Standards
on Mineral Resources and Ore Reserves based on a minimum 2,000,000 ounces of gold or
gold-copper equivalent Measured and Indicated resources within 36 months after AngloGold
provides notice to move to Phase IV; and,
o Granting to Inflection a 2% NSR on the applicable Designated Project; provided, however,
that if the applicable Designated Project has any existing underlying royalties, Inflection will
be granted a 1% NSR. AngloGold will have the right to buy back 0.5% of any 2% NSR and
0.25% of any 1% NSR in respect of all or a portion of the respective Designated Project for
fair value at any time.
About Inflection’s NSW Projects:
The Company is systematically exploring for large copper-gold and gold deposits in the northern
interpreted extension of the Macquarie Arc, part of the Lachlan Fold Belt in New South Wales.
The Macquarie Arc is Australia’s premier porphyry copper-gold province being host to Newcrest
Mining’s Cadia deposits, the CMOC Northparkes deposits and Evolution Mining’s Cowal deposits
plus numerous exploration prospects including Boda, the discovery made by Alkane Resources.
The Company is using cost-effective mud-rotary drilling to cut through unmineralized post-mineral
sedimentary cover before transitioning to diamond core drilling once basement is reached . It is
well documented that mineralized bodies elsewhere in the belt, in particular porphyry and intrusive
related systems, have large district -scale al teration and geochemical halos or footprints
surrounding them.
The Company completes a series of short diamond drill holes into bedrock rather than just one or
two deep and more expensive diamond drill holes. Multiple data points gained from alteration
and mineral geochemistry is then being used to vector additional deeper holes. This is a proven
exploration strategy in the covered segments of the Macquarie Arc having been directly
responsible for the discovery of the Northparkes and Cowal deposits.
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Figure 1: Location map of Inflection’s New South Wales Exploration Licenses (“EL’s”) covered by the
Heads of Agreement.
Qualified Person:
The scientific and technical information contained in this news release has been reviewed and
approved by Mr. Carl Swensson (FAusIMM) , a “Qualified Person” (“QP”) as defined in National
Instrument 43-101 – Standards of Disclosure for Mineral Projects.
About Inflection Resources Ltd. Inflection is a technically driven copper-gold and gold focused
mineral exploration company listed on the Canadian Securities Exchange under the symbol
“AUCU” and on the OTCQB under the symbol “AUCUF” with projects in Australia. For more
information, please visit the Company website at www.inflectionresources.com.
About AngloGold Ashanti Limited. AngloGold is a global gold mining company listed on the
New York, Johannesburg and Australian stock exchanges. The company has a diverse, high-
quality portfolio of operations, projects and exploration activities across nine countries on four
continents. For more information, please visit the company website at
www.anglogoldashanti.com.
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On behalf of the Board of Directors
Alistair Waddell
President and CEO
For further information, please contact:
Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
Forward-Looking Statements: This news release includes certain forward -looking statements and
forward-looking information (collectively, "forward -looking statements") within the meaning of applicable
Canadian securitie s legislation. All statements, other than statements of historical fact, included herein
including, without limitation, statements regarding future capital expenditures, receipt of the maximum
amount of available grant funding, anticipated content, commencement, and cost of exploration programs
in respect of the Company's projects and mineral properties, the anticipated execution and acceptance of
the CSE of the Earn-in Agreement with AngloGold, AngloGold’s anticipated funding of the Minimum
Commitment and timing thereof, and the anticipated business plans and timing of future activities of the
Company, are forward -looking statements. Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always,
forward looking information can be identified by words such as "pro forma", "plans", "expects", "may",
"should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or
variations of such words including negative variations thereof, and phrases that refer to certain actions,
events or results that may, could, would, might or will occur or be taken or achieved. Forward -looking
statements involve known and unknown risks, unce rtainties and other factors which may cause the actual
results, performance or achievements of the Company to differ materially from any future results,
performance or achievements expressed or implied by the forward-looking statements. Such risks and other
factors include, among others, statements as to the anticipated business plans and timing of future activities
of the Company, including the Company's exploration plans. the proposed expenditures for exploration
work thereon, the ability of the Company t o obtain sufficient financing to fund its business activities and
plans, delays in obtaining governmental and regulatory approvals (including of the Canadian Securities
Exchange), permits or financing, changes in laws, regulations and policies affecting mining operations, the
Company's limited operating history, currency fluctuations, title disputes or claims, environmental issues
and liabilities, as well as those factors discussed under the heading "Risk Factors" in the Company's
prospectus dated June 12, 2020 and other filings of the Company with the Canadian Securities Authorities,
copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward -looking statements. The Company
undertakes no obligation to update any of the forward-looking statements, except as otherwise required by
law.