New Age Metals Signs Final Farm-in / Joint Venture Agreement with Mineral Resources Limited, a Major Australian Lithium Producer, on its Manitoba Lithium Division
New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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New Age Metals Signs Final Farm-in / Joint Venture Agreement with Mineral
Resources Limited, a Major Australian Lithium Producer, on its Manitoba
Lithium Division
September 20, 2022 Rockport, Ontario - New Age Metals Inc. (TSX.V: NAM; OTCQB: NMTLF;
FSE: P7J.F) (“NAM” or “Company”) is pleased to announce that it has signed a final farm-in/
joint venture agreement with a wholly owned subsidiary of Australian lithium and iron ore
producer, Mineral Resources Limited (MRL). Under the terms, MRL can earn up to a 75% interest
in NAM’s Manitoba lithium division.
• MRL has the right to acquire an initial 51% interest by completing C$4,000,000 of
exploration and development activities and C$400,000 in cash payments within 42
months from the Effective Date
• MRL can earn an additional 14% interest (65%) by completing a NI 43-101
compliant mineral resource estimate and Pre-Feasibility Study on developing a
spodumene concentrate operation at one or more of NAM’s Projects
• MRL can earn an additional 10% interest (75%) by funding the Project to the point
of a final construction decision made by MRL
• NAM shall have the option to complete an initial public offering of NAM’s joint
venture interest or spinning out NAM’s minority joint venture interest into a public
vehicle holding such minority joint venture interest
• The Manitoba Lithium Division’s budget for 2022 is $1.8 million which will include
a minimum of 2 drill programs, satellite data acquisition and analysis on all claim
areas, helicopter-borne tri-axial magnetic surveying, and a summer mapping and
prospecting program
Harry Barr, Chairman & CEO commented: “The stated mandate for our lithium division since
acquisition of our projects was to secure a strategic partner with exploration, development, and
production expertise, and this agreement with Mineral Resources Ltd fulfills our objective .
Mineral Resources is one of the worlds largest lithium producers with a current market
capitalization of approximately A$12 billion. This agreement replaces the binding term -
sheet that was announced in September 2021 . Our final agreement comes at an opportune
time where North American lithium demand is high and there is a growing need to introduce
local supply to meet that demand. Lithium is on Canada’s Critical Minerals List and is essential
to Canada’s economic security and required for Canada’s transition to a low-carbon economy.
New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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Manitoba is an underexplored region in North America for lithium and rare elements
and is host to the Tanco Mine, which currently is Canada’s only lithium producer. NAM
is the largest land holder in the Winnipeg River Pegmatite field, with many of the projects
strategically located in and around or adjacent to the Tanco Mine. This is a strategic
transaction for New Age shareholders as it provides both, a non-dilutive financing for the
development of our substantial lithium division through a partnership with one of the
worlds largest producers and the flexibility to finance our share of the projects t hrough
various methods. The exploration budget for 2022 is $1.8 million.
Agreement Summary
The Farm-in / Joint Venture Agreement provides the framework by which Lithium Mineral
Resources Pty Ltd, a wholly owned subsidiary of MRL, has the right to acquire up to a 75%
beneficial interest in the Tenements owned by Lithium Canada Development - a wholly owned
subsidiary of New Age Metals (the Tenements) as follows:
(a) an initial 51% interest (Initial Farm-in Interest) by completing C$4,000,000 of exploration
and development activities on the Tenements (Initial Farm-in Obligation) within 42 months
from the Effective Date (Initial Farm-in Period) with a minimum mandatory
expenditure of C$1,000,000 of exploration and development activities within 18 months.
In the event MRL earns the Initial Farm-in Interest, the parties agree to establish an
unincorporated joint venture in relation to the Project (JV) on the Farm-in Date of the Initial
Farm-in Interest. The JV assets will be beneficially owned by the JV parties in proportion to
their JV interest, see Table 1 below. During the Initial Farm-in Period, NAM will act as
manager and shall perform the Initial Farm-in Obligations under the direction of and
on behalf of, MRL, and in return, charge a management fee for conducting its
exploration and development activities.
(b) a further 14% interest (Further Farm-in Interest) by completing a NI 43-101 compliant
Pre-Feasibility study on developing a spodumene concentrate operation at one or more of the
Projects, including the completion of a compliant resource statement (Further Farm-in
Obligation) within five (5) years from the Effective Date (Further Farm-in Period); and
(c) a final 10% interest (Final Farm-in Interest) by funding the Project to the point of a final
construction/investment decision (FID) made by MRL (Final Farm-in Obligation, and
collectively with the Initial Farm-In Obligation and the Further Farm-in Obligation, the
Farm-In Obligations) within seven (7) years from the Effective Date (Final Farm-in
Period).
New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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Table 1: JV interests of the JV parties at each Farm-in Date
Farm-in Date JV Interests
Initial Farm-in Interest 51% MRL: 49% NAM
Further Farm-in Interest 65% MRL: 35% NAM
Final Farm-in Interest 75% MRL: 25% NAM
In consideration of NAM entering this term sheet, MRL will pay to NAM a sum of C$400,000
according to the following schedule: C$100,000 on the Effective Date and on each of the first
three (3) anniversaries of the Effective Date.
At FID, NAM may elect to sell (Put Option) and MRL may elect to buy (Call Option), NAM’s
JV Interest on the following terms:
• NAM or MRL may provide notice to exercise the Put Option (or royalty conversion option in
the case of NAM – see below) or Call Option (as applicable) within 30 days of FID.
• if either party exercises their option, MRL will pay NAM fair market value for NAM’s JV
Interest (Sale Consideration);
• at MRL’s election, up to 50% of the Sale Consideration can be settled with an equivalent
value in ordinary shares in MRL.
Fair market value will be determined by an independent mining valuation expert appointed by
the parties.
All funding post-FID will be by the JV parties in accordance with their JV Interests.
At FID, MRL will provide NAM with a loan to fund its proportion of the development costs of
the Project. The parties must enter into a loan agreement to record the terms of the loan, which
must include:
New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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(i) interest being payable at a rate that is equal to MRL’s weighted cost of capital at FID;
(ii) the loan being repaid in priority to all other payments from net revenue received by
NAM from the sale of its share of product from the Project.
At FID, NAM may withdraw from the JV by electing to either: convert its JV Interest to a 2.5%
Net Smelter Returns (NSR) royalty on all lithium and other minerals that are extracted from the
Project and sold at the mine gate and the JV will terminate; or exercise the Put Option.
Each JV party will own and be entitled to take that proportion of product produced from the
Project equivalent to its JV Interest in kind.
Each party has a pre-emptive right to acquire the other party’s JV Interest if that other party
proposes to sell, transfer or otherwise dispose of its JV Interest (including any sale, transfer or
disposal that occurs by reason of a change of control of that other party). For greater certainty,
NAM shall not be restricted from completing an initial public offering of NAM’s JV Interest or
spinning out NAM’s minority JV Interest into a public vehicle holding such minority JV Interest
as its sole asset and MRL’s pre-emptive right shall not apply in either of these instances.
New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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Figure 1: Southeast Manitoba regional project map, including New Age Metals 11 lithium project portfolio. Total
land position is 21,611 hectares.
About Mineral Resources Limited
Mineral Resources Limited is an innovative and leading mining services company, with a growing
world-class portfolio of mining operations across multiple commodities, including iron ore and
lithium. MRL has a diversified commodities portfolio located in the Pilbara and Yil garn regions
in Western Australia. The Company has developed two hard rock lithium operations in Western
Australia making them one of the world’s largest owners of hard rock lithium mines.
New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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About NAM
New Age Metals is a junior mineral exploration and development company focused on the
discovery, exploration, and development of green metal projects in North America. The Company
has two divisions: a Platinum Group Metals division and a Lithium/Rare Element division.
The PGM Division inclu des the 100% owned, multi -million-ounce, district scale River Valley
Project, one of North America’s largest undeveloped Platinum Group Metals Projects, situated 100
km by road east of Sudbury, Ontario. The Company completed a positive Preliminary
Economic Assessment on the Project in 2019 and, is fully financed to complete a Pre -
Feasibility Study on the Project in Q 4-2022. In addition to River Valley, the Company owns
100% of the Genesis PGM -Cu-Ni Project in Alaska and is working towards securing a option/
joint venture partner to help develop this road accessible drill ready project.
The Lithium Division is one of the largest mineral claim holders in the Winnipeg River Pegmatite
Field, where the Company is exploring for hard rock lithium and various rare elements such as
tantalum and rubidium. Further Exploration plans for 2022 include continued
mapping/sampling field program following up on prospective trends outlined in the magnetic
data, a maiden drill program on the Lithium One Project, and phase two drill program at
Lithium Two Project. The company has a partnership with Mineral Resource Limited
(MRL, ASX: MIN), one of the top 5 global lithium producers to explore and develop the
Company’s lithium project portfolio. The 2022 budget for the Company’s Lithium Division
is $1.8 million.
Our philosophy is to be a project generator with the objective of optioning our projects with major
and junior mining companies through to production. The Company is actively seeking an option/
joint venture partner for its road-accessible Genesis PGM-Cu-Ni project in Alaska.
Investors are invited to visit the New Age Metals website at www.newagemetals.com where they
can review the company and its corporate activities. Any questions or comments can be directed
to [email protected] or Harry Barr at [email protected] or Farid Mammadov at
[email protected] or call 613 659 2773.
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New Age Metals TSX-V: NAM OTCQB: NMTLF
Field Office: 59 Burtch’s Lane, Rockport, ON, Canada, K0E 1V0 [email protected]
+1.613. 659.2773 www.newagemetals.com
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On behalf of the Board of Directors
“Harry Barr”
Harry G. Barr
Chairman and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ven ture Exchange)
accepts responsibility for the adequacy or accuracy of this release. Cautionary Note Regarding Forward Looking S tatements: This release contains
forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results and are
based on current expectations or beliefs. For this purpose, statements o f historical fact may be deemed to be forward -looking statements. In
addition, forward -looking statements include statements in which the Company uses words such as “continue”, “efforts”, “expect”, “believe”,
“anticipate”, “confident”, “intend”, “strategy ”, “plan”, “will”, “estimate”, “project”, “goal”, “target”, “prospects”, “optimistic” or similar
expressions. These statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a var iety of
important factors, including, among others, the Company’s ability and continuation of efforts to timely and completely make available ade quate
current public information, additional or different regulatory and legal requirements and restrictions that may be imposed, a nd other factors as may
be discussed in the documents filed by the Company on SEDAR (www.sedar.com), including the most recent reports that identify important risk
factors that could cause actual results to differ from those contained in the forward -looking statements. The Company does not undertake any
obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward -looking statements to reflect
events or circumstances after the date hereof or to refl ect the occurrence of unanticipated events. Investors should not place undue reliance on
forward-looking statements.