Tethyan Resource Corp. is going to acquire Tethyan Resource Corp. and the company announced the execution of a binding letter agreement pursuant to which Adriatic Metals PLC will acquire 100% of the issued share capital of Tethyan, by way of a Plan of Arrangement under the Business Corporations Act, and has provided funding to complete the first closing of the previously announced EFPP d.o.o acquisition.
-Exchange ratio of 0.166 Adriatic shares for each Tethyan share represents a premium of 47% to Tethyan’s 20-day Volume Weighted Average Price
-In conjunction with the Transaction, Adriatic and Tethyan have entered into a convertible loan agreement, whereby Adriatic has agreed to advance to Tethyan a secured convertible loan in the amount of up to €1.3 million in three tranches; Adriatic has advanced the first €1.0 million under the Convertible Loan Agreement
-Loan enables Tethyan to close the transaction for the acquisition of EFPP d.o.o., the holder of parts of the Kizevak and Sastavci deposits, to commence confirmation drilling at Kizevak, and to meet the expenses and costs of Tethyan in completing the Transaction
-Addition of Tethyan’s Serbian brownfield development projects, Kizevak and Sastavci, and its large prospective landholding on the Tethyan mineral belt positions the enlarged Adriatic as the leading Balkan base and precious metals developer
-Adriatic plans to rapidly advance the past-producing Kizevak and Sastavci polymetallic mines in the Raska district of southwestern Serbia towards a maiden JORC compliant resource by end-Q4 2020
-Tethyan shareholders gain exposure to Adriatic’s existing exploration and development portfolio including the exceptional Vares Project and prospective regional exploration potential in Bosnia & Herzegovina
-Tethyan Board of Directors unanimously supports the Transaction and irrevocable undertakings to vote in favour of the Transaction received from approximately 55% of Tethyan shareholders
-Transaction expected to close by end-August once all conditions have been met
“We are excited that our assets will soon be part of the Adriatic story. Adriatic Metals has built an excellent reputation in the Balkans based on their development capability and positive engagement with local stakeholders. We are confident that the combined assets and team will go forward to bring high quality assets to production in a timely and sustainable manner, ensuring lasting benefits for both our shareholders and the communities in which we operate.” Fabian Baker, Tethyan’s President and CEO, said.
“Tethyan Resource Corp. have been successful in consolidating the Raska district in Serbia, and with the recent addition of the Kizevak and Sastavci licenses, the acquisition presents a unique opportunity for Adriatic to add assets to our portfolio that have the potential, over time, to match the quality of our exceptional Vares Project in Bosnia.”
“In a short time, Adriatic has built a significant presence in the region, by developing our assets with a very competent team at the helm. Applying our team and strong balance sheet to Tethyan’s assets positions us well to proceed through the project development cycle. These are past producing mines, and the historical data we have reviewed provides ample confidence that we are adding significant value to our portfolio. I look forward to working with Fabian and his team over the coming months to close the transaction and demonstrate the potential of these assets.” Paul Cronin, Adriatic’s Managing Director and CEO commented.
The Transaction will give Tethyan shareholders the ability to participate in the enlarged Adriatic as the leading Balkan polymetallic explorer and developer with four key projects (Rupice, Veovaca, Kizevak & Sastavci) covering a total land package in excess of 301km2 across Bosnia and Serbia. The Transaction allows Tethyan shareholders to retain upside to the Kizevak and Sastavci Projects whilst increasing the pace of development as Adriatic brings its strong balance sheet (cash of A$23.8 million and no debt as at 31 March 2020) and its experienced project development team to rapidly progress the projects.
Adriatic’s Vares project
Adriatic holds a 100% interest in the Vares Project in Bosnia & Herzegovina, which comprises the historic open pit mine at Veovaca, and brownfield exploration at Rupice situated 12 kilometers to the northwest of Veovaca.
Rupice exhibits exceptionally high grades of base and precious metals. The deposit is a near-surface, moderately dipping sedimentary-style base metal deposit with very high grades of gold, silver, zinc, lead, barite and copper. Adriatic have drilled more than 12,000m to date returning numerous high grade drill intersections, such as drill hole BR-36-18 which returned 72 metres at 2.5g/t Au, 211 g/t Ag, 2.5% Cu, 10.7% Pb, 18.3% Zn and 25% BaSO4.
In November 2019 Adriatic announced the results of a JORC-compliant Scoping Study, following the release of a Maiden Resource Estimate earlier in the year. Adriatic is now rapidly developing the project, intending to complete a JORC compliant Pre-Feasibility Study during 2020.
Additionally, Adriatic has attracted a world class team to both expedite its exploration efforts at the high-grade Rupice deposit and to rapidly advance the project into the development phase utilising its first mover advantage and strategic position in Bosnia.
Tethyan’s Kizevak and Sastavci projects
The Transaction enables Tethyan to proceed to close the acquisition of EFPP d.o.o., the holder of parts of the Kizevak and Sastavci deposits, and commence drilling at Kizevak.
Kizevak is a past-producing mine reported to host considerable historic silver, zinc and lead mineral resources. Drilling by Tethyan in 2018, 1 kilometre along strike from the historic open pit mine, intersected high-grade mineralisation including 12 metres at 22.03% Zn, 10.49 % Pb, 167g/t Ag and 0.18g/t Au. Historic records show that the entire corridor between the old Kizevak open pit and Tethyan’s recent drilling is mineralised.
At Kizevak, there have been at least 116 holes drilled, totalling 14,951.1m. There are also an additional 7,820m of underground exploration workings. The mine was operated as an open pit by the Serbian State between 1984 and 2000, ceasing operations due to conflict in the region. The project benefits from numerous infrastructure advantages including water, power, road and rail access all within five kilometres, and a local workforce with a long history of mining. Additionally, the land comprising the wider project area is designated for mining purposes under the Serbian State spatial plan, providing many permitting benefits and efficiencies.
Sastavci was also mined historically by open pit on a smaller scale than at Kizevak and represents a priority drilling target. The Sastavci historic open pit is located 3.5km north-northwest of the Kizevak open pit. Outcropping, steeply dipping, massive sulphide veins up to 5 metres wide are visible in the pit walls. Tethyan collected 65 rock-chip samples across the Sastavci area, which returned Zn values of +30% (limit of assay detection), 7.1% Pb, 94.3g/t Ag and 0.47g/t Au in the old Sastavci open pit.
Benefits for Tethyan shareholders:
-Ability to fund the initial €625,000 payment to EFPP in order to close the first stage of the EFPP Acquisition, of which €100,000 has already been advanced;
-Adriatic’s strong balance sheet will allow significant work to commence immediately in order rapidly progress the Kizevak and Sastavci Projects;
-Exposure to Adriatic’s existing portfolio including the world class Vares Project and highly prospective regional exploration potential.
Benefits for Adriatic shareholders:
-Addition of two high quality brownfields projects to the portfolio in established mining jurisdiction Serbia, establishing Adriatic as the leading Balkan polymetallic explorer and developer;
-Creates long term project development pipeline with Kizevak and Sastavci to follow Adriatic’s world class Vares project, plus attractive portfolio of regional exploration targets;
-Tethyan has a well-established team in-country to assist with permitting and project development and strong links with the local communities in which it operates.
Benefits for both sets of shareholders:
-Consolidates two premier polymetallic mining districts under one capable and well-financed company;
-Synergies between operations in Bosnia and Serbia strengthen exploration, development and permitting ability; and
-Potential for operational synergies once in production, particularly in downstream processes such as blending of concentrates.