Consolidation of NSW project portfolio completed and new board appointment Kincora completes acquisition to secure 100% interest in all NSW projects Acquisition completed of RareX Limited's (" RareX ") carried 35% asset level interests in the
Consolidation of NSW project portfolio
completed and new board appointment
Kincora completes acquisition to secure 100% interest in all NSW projects
Acquisition completed of RareX Limited's ("
RareX
") carried 35% asset level interests in the
Trundle, Fairholme, Jemalong, Cundumbul and Condobolin licenses for
40m
Kincora Chess
Depositary Interests ("
CDIs
") and a 1% Net Smelter Return Royalty ("
NSR
") (the
"Acquisition"
)
A review process, including discussions and negotiations with potential third party asset
level investors and partners, is ongoing for the NSW porphyry portfolio including project
level funding and other corporate transaction structures
Experienced resource executive
Jeremy Robinson
appointed to Kincora's board
MELBOURNE, Australia
,
Dec. 15, 2023
/CNW/ - Kincora Copper Limited (ASX: KCC) (TSXV: KCC),
Kincora
or the
Company
) today announced it has completed the acquisition of RareX's minority and
carried interest in various projects to now have a 100% ownership in the entire NSW project portfolio
and this follows an associated
A$2m
raising completed last quarter.
Mr.
Jeremy Robinson
, founder and chair of RareX, has joined the Company's board as a non-
executive director and brings extensive corporate transaction, project generation and capital markets
experience.
Chairman
Cameron McRae
, commented:
"Completion of the acquisition with RareX results in Kincora holding a 100% interest in a
highly prospective and district scale project portfolio in NSW. This transaction supports a
pivot in funding strategy seeking dilution at the project rather than solely at the listed
company level as has been in the past.
Completion of the RareX acquisition is expected to be a major catalyst for ongoing
discussions and negotiations for the NSW projects.
I now formally welcome Jeremy to the board and acknowledge his already significant inputs
to the Kincora team on a number of value adding initiatives. We look forward to leveraging
Jeremy's commercial experience and value-added focus."
Acquisition
Further to the
July 31
st
, 2023, press release announcing the conditional agreement with RareX to
acquire its minority and carried interest in various NSW projects, the Company is pleased to
announce all conditions precedent have been met and the Acquisition has completed with the
40,000,000 shares being issued to RareX, which was approved by shareholders on
September 27
th
,
2023.
With this transaction now complete, Kincora's 100% interest in all NSW projects yields certain
benefits:
Increase the strategic value of the NSW project portfolio
: Consolidating the project
ownership and removing the existing carried interests increases the strategic value and
attractiveness of the projects and NSW project portfolio.
Partner discussions at the project level
: The NSW project portfolio had already attracted
interest from mid-tier and an industry majors
1
. The 100% ownership structure now in place
provides optionality for project level funding and other corporate transactions.
Coupled with a successful strategic review process for the Mongolian porphyry portfolio,
resulting in a confidential and incomplete offer that includes the receipt of a non-refundable
deposit to enable final due diligence and definitive legal agreements
2
, the Acquisition is
expected to be a catalyst to ongoing asset level partner discussions and negotiations at a time
of increasing and very significant corporate activities in the district from the exploration stages
(eg AngloGold Ashanti's up to
A$145m
earn-in with Inflection Resources adjacent to Kincora's
Northern Junee-Narromine Belt project) to producing mines (eg Evolution Mining's acquisition of
80% of Northparkes for up to
A$720m
,
A$1.3b
sale of the CSA mine, and, Newmont's
acquisition of Newcrest and earn-in agreement with Legacy Minerals).
Funding position strengthened
: Following the recently completed
A$2m
raising completed
last quarter, the Company is in a strong financial position, with large scale targets and designed
drill programs for the Condobolin, Trundle, Fairholme, Jemalong and Northern Junee-Narromine
Belt ("NJNB") projects.
Artificial Intelligence ("AI") exploration alliance partner, Earth AI, is in the advanced stages for
shortly commencing its maiden drilling program at the Cundumbul project. This program (at
Earth AI's cost, Kincora retaining a 100% project interest) will test anomalous copper
geochemistry and porphyry targets associated with outcropping hydrothermal breccias and
skarns.
Board appointment
Mr.
Jeremy Robinson
has joined Kincora's Board as a Non-Executive Director and member of the
Company's Remuneration Committee.
Mr. Robinson is the founder and the current chair of RareX, is a significant shareholder in Kincora
and brings an extensive track record of fund raising, corporate development and successful
exploration, resource growth and development stages in the junior sector.
Mr. Robinson has 18 years corporate finance experience both in investment firms and in-house,
having earned a Bachelor of Commerce from the University of
Western Australia
majoring in
Corporate Finance, Investment Finance and Marketing.
RareX shareholding
The Company further reports that in connection with the Acquisition, RareX has acquired beneficial
ownership and control of 40,000,000 shares of Kincora in the form of CDIs. Prior to the
acquisition, RareX had beneficial ownership and control over 4,983,333 common shares,
representing 2.4% of the outstanding shares of the Company.
After the Acquisition, RareX has direct ownership and control over an aggregate of 44,983,333
common shares of Kincora, representing 18.2% of the issued and outstanding common shares of
Kincora. RareX acquired the shares for investment purposes and may in the future acquire or
dispose of securities of the Company through the market, privately or otherwise as circumstances or
market conditions warrant.
The Company notes RareX has today filed an early warning report advising of a change in its
holdings in Kincora following the receipt of consideration for the Acquisition.
Post the Acquisition, Kincora's total issued ordinary shares are 247,173,541.
1
Vended RareX licenses
In
January 2020
, Kincora executed a binding agreement with RareX that provided for a controlling interest in a portfolio of 6 advanced to early stage copper-gold exploration
licenses that have demonstrated mineralisation and strategic appeal. In
March 2020,
Kincora acquire a 65% interest in the respective licenses, becoming operator and sole funder
of all further exploration until a positive scoping study or preliminary economic assessment ("PEA") was delivered on a license-by-license level basis. In July 2023, Kincora
executed a conditional agreement with RareX to increase its interest to 100% and remove the carried interest with this transaction completed in December 2023.
The vended Trundle (EL8222), Fairholme (EL6552 and EL6915), Jemalong (EL8502), Cundumbul (EL6661) and Condobolin (EL7748) licenses all host demonstrated large scale
mineral systems and are located in highly prospective settings on proven mineral and mining belts of the Lachlan Fold Belt, in Central West NSW.
This portfolio has previously attracted significant investment from Newcrest, Goldfields, High Powered Exploration Inc. (now Ivanhoe Electric), Kaizen Discovery, Mitsubishi
Materials Corporation and Ramelius Resources Ltd., amongst others.
All most recent previous asset level counterparties withdrew within a 6-month period at the bottom of the previously commodity price cycle. No drilling or follow up exploration of
note had taken place until Kincora's recent activities.
Consolidating the project ownership and removing the existing carried interests increases the strategic value of Kincora's NSW project portfolio. The project portfolio already
attracted interest from mid-tier and an industry majors, and with an ownership structure now in place that provides optionality for project level funding and other corporate
transactions.
RareX is listed on the ASX with the ticker "REE", and is formerly known as Sagon Resources and Clancy Exploration Limited. RareX is now focused on the development of its
Cummins Range rare earths and Direct Shipping Ore (DSO) phosphate project in Western Australia. RareX is Kincora's largest shareholder with a ~18.2% interest.
In addition to the licenses acquired from RareX, Kincora was the first mover and secured directly from the NSW Government a district scale position in the interpreted northern
undercover extension of the Macquarie Arc.
Kincora bet Fortescue and Inflection Resources (its subsequent earn-in partner Anglo-Gold Ashanti) to the most prospective and shallow to moderate depth sections of the
interpreted northern extension of the Junee-Narromine Belt.
Due to post mineral cover there has been very limited prior drilling in this section of the belt relative to the southern section (which hosts >160Moz gold equivalent – source MinEx
Consulting).
The Northern Junee-Narromine Belt ("NJNB") offers new district-scale discovery potential with spatial and temporal settings, coupled with magnetics, supportive of large-scale
(Cadia-scale) targets analogous to porphyry deposits located in the southern section of the Macquarie Arc and other globally significant porphyry districts.
2
Mongolian divestment
For further details please refer to the Company's Third Quarter Financials, and Management's Discussion and Analysis ("MD&A"), released November 15
th
, 2023.
This announcement has been authorised for release by the Board of Kincora Copper Limited
(ARBN 645 457 763)
Forward-Looking Statements
Certain information regarding Kincora contained herein may constitute forward-looking statements
within the meaning of applicable securities laws. Forward-looking statements may include estimates,
plans, expectations, opinions, forecasts, projections, guidance or other statements that are not
statements of fact. Although Kincora believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will prove to have been
correct. Kincora cautions that actual performance will be affected by a number of factors, most of
which are beyond its control, and that future events and results may vary substantially from what
Kincora currently foresees. Factors that could cause actual results to differ materially from those in
forward-looking statements include market prices, exploitation and exploration results, continued
availability of capital and financing and general economic, market or business conditions. The
forward-looking statements are expressly qualified in their entirety by this cautionary statement. The
information contained herein is stated as of the current date and is subject to change after that date.
Kincora does not assume the obligation to revise or update these forward-looking statements,
except as may be required under applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) or the Australian Securities Exchange
accepts responsibility for the adequacy or accuracy of this release.
SOURCE
Kincora Copper Limited
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%SEDAR: 00003952E
For further information:
Sam Spring, President and Chief Executive Officer,
[email protected] or +61431 329 345; Executive office, 400 - 837 West Hastings
Street, Vancouver, BC V6C 3N6, Canada, Tel: 1.604.283.1722, Fax: 1.888.241.5996; Subsidiary
office Australia, Vista Australia, Level 4, 100 Albert Road, South Melbourne, Victoria 3205
CO: Kincora Copper Limited
CNW 05:30e 15-DEC-23