African Energy Acquires Mali Project with Uranium, Copper and Silver Resources and Announces Financing
African Energy Metals Inc.
Suite 401 , 7 50 West Pender Street, Vancouver, B.C., Canada, V6C 2T7
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AFRICAN ENERGY ACQUIRES MALI PROJECT WITH URANIUM, COPPER AND
SILVER RESOURCES AND ANNOUNCES FINANCING
Vancouver, British Columbia – (January 18, 2023) - African Energy Metals Inc. (TSXV: CUCO;
FSE: BC2; OTCQB: NDENF) (“ African Energy Metals ” or the “ Company ”) and GoviEx
Uranium Inc. (TSX-V: GXU; OTCQX: GVXXF) (“ GoviEx ”) have entered into a definitive share
purchase agreement dated January 17, 2023 (the “ Share Purchase Agreement ”) pursuant to
which African Energy Metals will acquire from GoviE x all of the issued and outstanding shares
of GoviEx’s indirectly owned Malian subsidiary, Del ta Exploration Mali SARL (“ Delta ”) (the
“Transaction ). Delta holds three uranium exploration licenses in Mali (the “ Licenses ”) known as
the Falea project having a significant uranium resource and a copper and silver resource.
Falea Project
The Falea project consists of three contiguous permits totalling 225 km² known as Falea, Bala, and
Madini permits. The Falea permit has been the focus of exploration. The property is in the country
of Mali, West Africa, and is approximately 350 km west of the capital city of Bamako. Access to
the area is by road or air with a gravel airstrip o n site. Over 235,000 m of drilling has been
completed by previous owners and only 5% of the pro ject has been explored. Most ore zones
remain open for exploration and expansion. Falea is in the proximity of the B2 Gold Fekola mine
and the IAM Gold Siribaya deposit.
Further Information on Mineral Resources at the Falea Project
Tonnes (Mt)
Grade
(kg/t eU 3O8 or
U3O8)
Contained Metal
(Mlb eU 3O8 or U 3O8)
Indicated Mineral
Resource Estimates
6.88 1.15 17.40
Inferred Mineral
Resource estimates
8.78 0.69 13.40
Notes:
(1) Mineral resources are not mineral reserves and do not have demonstrated economic liability. CIM definitions
were followed for classification of mineral resources.
(2) The mineral resources were estimated at the follow ing cut-off grade: 0.3 kg/t U 3O8.
(3) Source: Technical Report on the Felea Uranium, Sil ver and Copper Deposit, Mali, West Afica dated October
26, 2015 authored by Mark B. Mathisen, C.P.G. (the “ Technical Report ”). The results of the estimates are
included in the tables above. CIM definitions were followed for classification of Mineral Resources.
(4) The mineral resource also contains 0.161% copper ( 24.4 million pounds) and 72.8 g/t Ag (16.11 million
ounces) in the Indicated mineral resource, and 0.2% copper (38.7 million pounds) and 17.3 g/t Ag (4.9 million
ounces) in the Inferred mineral resource.
African Energy Metals Inc.
Suite 401 , 7 50 West Pender Street, Vancouver, B.C., Canada, V6C 2T7
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The Technical Report and further information on the material mineral resources noted above is
available on SEDAR (www.sedar.com) under GoviEx’s profile.
The Company will acquire all the outstanding shares of Delta for a purchase price of $5,500,000
which shall be satisfied as follows: (i) a closing cash payment of $500,000; (ii) the issuance of
common shares of African Energy Metals having a value of $2,000,000 based on a 30 day VWAP;
and (iii) when and if the Falea License is renewed, the issuance of additional common shares of
African Energy Metals to GoviEx having a value $3,000,000. African Energy Metals will grant a
3% net smelter royalty to GoviEx subject to certain contingencies. In the event due to the share
issuances, GoviEx ends up holding more than 10% of the issued and outstanding shares of African
Energy Metals, African Energy Metals will permit GoviEx to nominate one member to the board
of directors of African Energy Metals. All shares b eing issued are subject to a minimum price
equal to the Discounted Market Price at the date of this release as defined in TSXV policies. In the
event GoviEx ends up with more than 20% of the issued and outstanding shares of African Energy
Metals, shareholder approval may be required.
The Transaction contemplated under the Share Purcha se Agreement will be a “Fundamental
Acquisition” in accordance with the policies of the TSX Venture Exchange (the “ TSXV ”). The
Transaction will be subject to the payment of finde r’s fees to the maximum amount permitted
under TSXV policies and subject to approval of the TSXV.
Stephen Barley, Executive Chairman of African Energy Metals, commented: “We are excited to
become involved in the Falea project. It is a polym etallic project with a significant uranium
resource. GoviEx will become an important sharehold er of African Energy Metals and our
shareholders will have the continuing benefit of their knowledge and mining expertise. Less than
5% of the property has been explored, so there is s ubstantial exploration upside for uranium,
copper, silver, and gold.”
Daniel Major, President, and CEO of Goviex, comment ed: “The GoviEx shareholders will
maintain significant exposure to the Falea project and African Energy Metals has an experienced
African team capable of extracting value through exploration. This will allow GoviEx to focus on
the continued exploration and development of our fl agship mine-permitted uranium Madaouela
and Mutanga projects in Niger.”
Financing
In connection with the Transaction, African Energy Metals intends to complete two private
placements: a non-brokered private placement of common shares of the Company (the “ Common
Shares ”) for aggregate gross proceeds of approximately $5 00,000 (the “ Non-Brokered Private
Placement ”) (the “ Financing ”) of 6,250,000 units (each a “ Unit ”) at a price of CAD $0.08 per
African Energy Metals Inc.
Suite 401 , 7 50 West Pender Street, Vancouver, B.C., Canada, V6C 2T7
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Unit. Each Unit consists of one common share of the Company (a “ Share ”) and one-half of one
common share purchase warrant (with two half warran ts being a “ Warrant ”). Each Warrant
entitles the holder thereof to acquire one additional common share in the capital of the Company
(a “ Warrant Share ”) at a price of $0.15 per Warrant Share at any tim e prior to 5:00 p.m.
(Vancouver time) on the date (the “Expiry Date”) th at is 24 months following the Closing Date.
African Energy Metals intends to complete a brokered private placement of Common Shares for
aggregate gross proceeds of at least $2,000,000 (the “ Brokered Private Placement ”, and together
with the Non-Brokered Private Placement, the “ Private Placements ”). The net proceeds of the
Non-Brokered Private Placement shall be used by Afr ican Energy Metals to fund closing and
transactional costs with respect to the Transaction. The Company intends to rely on the “part and
parcel exception” in respect of the Non-Brokered Pr ivate Placement. The net proceeds of the
Brokered Private Placement shall be used by African Energy Metals to fund the cash consideration
with respect to the Transaction and for further exp loration activities. The terms of the Brokered
Private Placement will be disclosed in due course once finalized. The Private Placements remain
subject to the approval of the TSXV.
Expected Closing
The Transaction and the Brokered Private Placement are expected to close on or before March
15, 2023, and remain subject to a several conditions, including but not limited to approval of the
TSXV. The closing of the Brokered Private Placement is a condition of the closing of the
Transaction.
Qualified Persons
For African Energy Metals, the disclosure of the sc ientific and technical information in this
announcement has been reviewed by Mr. Shu Zhan, Mem ber and Registered Professional
Geoscientist of the Australian Institute of Geoscientists (AIG), a competent person (as defined in
the JORC code, 2012 edition) who is a practicing me mber of the Association of Professional
Geologists of Ontario (being a recognized professio nal organization for the purposes of the
Australian Securities Exchange listing rules). Mr. Zhan is also the Qualified Person as defined by
National Instrument 43-101 who has reviewed and approved the contents of this news release. Mr.
Zhan is a Director of African Energy Metals. He has sufficient experience that is relevant to the
style of mineralization, the type of deposit under consideration and to the activity being undertaken
to qualify as a competent person as defined in the JORC code and under National Instrument 43-
101.
African Energy Metals Inc.
Suite 401 , 7 50 West Pender Street, Vancouver, B.C., Canada, V6C 2T7
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About African Energy Metals
African Energy Metals is a natural resource company with a focus on the acquisition, exploration,
development, and operation of uranium, copper, coba lt, and lithium energy metals projects in
Africa African Energy Metals has the intention of acquiring interests in additional concessions or
relinquishing concessions in the normal course of b usiness. African Energy Metals has an
experienced management team located in the DRC.
For further information, please contact:
Stephen Barley, Executive Chairman
Phone: +1-604-428-7050
Email: [email protected]
Website: www.africanenergymetals.com
About GoviEx Uranium Inc.
GoviEx is a mineral resource company focused on the exploration and development of uranium
properties in Africa. GoviEx’s principal objective is to become a significant uranium producer
through the continued exploration and development o f its flagship mine-permitted Madaouela
Project in Niger, its mine-permitted Mutanga Projec t in Zambia, and its multi-element Falea
Project in Mali.
For further information, please contact:
Isabel Vilela, Head of Investor Relations and Corporate Communications
Phone:+1-604-681-5529
Email: [email protected]
Website: www.goviex.com
Reader Advisory
Neither TSX Venture Exchange nor its Regulation Ser vices Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release may contain forward-looking infor mation within the meaning of applicable
securities laws. All information and statements other than statements of current or historical facts
contained in this news release are forward-looking information.
Forward-looking statements are subject to various risks and uncertainties concerning the specific
factors disclosed here and elsewhere in African Energy Metals’ and GoviEx’s periodic filings with
African Energy Metals Inc.
Suite 401 , 7 50 West Pender Street, Vancouver, B.C., Canada, V6C 2T7
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Canadian securities regulators. When used in this n ews release, words such as "will", "could",
"plan", "estimate", "expect", "intend", "may", "potential", "should," and similar expressions, are
forward- looking statements. Information provided i n this document is necessarily summarized
and may not
contain all available material information.
Forward-looking statements include those in relation to, (i) closing of the Transaction; (ii) closing
of the Private Placements; (iii) the use of proceed s from the Private Placements; (iv) African
Energy Metals’ ability to acquire additional interests in concessions or relinquishing concessions
in the normal course of business both in and outsid e of the DRC; and (v) GoviEx’s ability to
become a significant uranium producer through the continued exploration and development of its
flagship mine-permitted Madaouela Project in Niger, its mine-permitted Mutanga Project in
Zambia, and its multi-element Falea Project in Mali.
Although each of African Energy Metals and GoviEx b elieves the expectations reflected in such
forward-looking statements are based on reasonable assumptions, they can’t any assurances that
their expectations will be achieved. Such assumptions, which may prove incorrect.
Factors that could cause actual results to differ materially from expectations include (i) potential
delays due to COVID-19 restrictions; (ii) the failu re of the companies’ projects, for technical,
logistical, labour-relations, or other reasons; (iii) a decrease in the price of minerals below what
is necessary to sustain the companies’ operations; (iv) an increase in the cooperating costs above
what is necessary to sustain its operations; (v) ac cidents, labour disputes, or the materialization
of similar risks; (vi) a deterioration in capital market conditions that prevents the companies from
raising the funds it requires on a timely basis; an d (vii) generally, the companies’ inability to
develop and implement their respective successful business plans for any reason.
In addition, the factors described or referred to in the section entitled Risk Factors” in the MD&A
for the year ended December 31, 2021, of GoviEx and of African Energy Metals, which is available
on the SEDAR website at www.sedar.com, should be reviewed in conjunction with the information
found in this news release.
Although each of African Energy Metals and GoviEx h as attempted to identify important factors
that could cause actual results, performance, or ac hievements to differ materially from those
contained in the forward- looking statements, there can be other factors that cause results,
performance, or achievements not to be as anticipat ed, estimated, or intended. There can be no
assurance that such information will prove to be ac curate or that management's expectations or
estimates of future developments, circumstances, or results will materialize. As a result of these
risks and uncertainties, no assurance can be given that any events anticipated by the forward-
looking information in this news release will trans pire or occur, or, if any of them do so, what
African Energy Metals Inc.
Suite 401 , 7 50 West Pender Street, Vancouver, B.C., Canada, V6C 2T7
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benefits that African Energy Metals or GoviEx will derive therefrom. Accordingly, readers should
not place undue reliance on forward-looking statements.
The forward-looking statements in this news release are made as of the date of this news release,
and each of African Energy Metals and GoviEx disclaims any intention or obligation to update or
revise such information, except as required by applicable law.