Reno, Nevada, March 31, 2021 – OTC PR WIRE – Brookmount Explorations, Inc. (OTC PINK: BMXI) (“Brookmount”), a Nevada incorporated company is pleased to announce that it has now entered into a definitive Letter of Intent (“LoI”) to acquire Australian based Macquarie Metals Ltd, the owner of Vantage Goldfields Ltd (“Vantage”), which owns and has operated 2 gold mines situated close to Johannesburg, South Africa: Details of the proposed transaction are as follows:
The Vantage Assets: The Vantage mines, the Lily Mine and Barbrook, are comprehensively federally licensed for production and exploration, and together with exploration properties comprise a total area of approximately 16,000 hectares located in the Barbarton greenstone belt, approximately 4 hours east of Johannesburg by road. The Lily Mine commenced as an open pit (cut) facility and progressed to underground mining with conventional milling/leaching CIP plant, whilst the Barbrook facility is more surface ore processed through ball milling and floatation with a carbon-in-leach gold recovery process, compatible with Brookmount’s own heap leaching technology employed at its Alason facility in Indonesia. Vantage’ mining infrastructure is well developed, with state-of-the-art mining equipment and processing facilities as well as power access, fuel and water supply. The assets were formerly listed on the Australian Stock Exchange (“ASX”) under the name Vantage Goldfields.
The Vantage Gold Reserves: In 2015, existing management of Vantage commissioned a JORC based review and analysis of ore grades and gold reserves situated on its property, which resulted in a total resource of 4.3 million oz au measured, indicated and inferred.
Current Operating Status: Having produced a total of 33,000 oz au (approx. $60 million at current prices), in 2015, Vantage ceased operations in 2016, after a shaft collapse at the Lily Mine, and was placed into voluntary “Business Rescue” in South Africa. Over the intervening period, management has been working with the business rescue administrators to prepare Vantage to resume operations, which includes settlement of any liabilities and costs associated with the Rescue process and securing funding to relaunch production. Management has funded and maintained a continuous “care and maintenance” program pertaining to the Vantage assets since cessation of operations to ensure the facilities and equipment onsite are maintained at operating standard.
Valuation Metrics: The existing owner of Vantage, Australian incorporated Macquarie Metals Ltd. has received expressions of interest to divest the Vantage assets from time to time, during the period when the company was operational, from other major gold mining groups both international and based in South Africa. These expressions of interest were based on a discounted value of Vantage’ JORC based reserve value and were received at a time of significantly lower gold prices. Based on the reserve analysis outlined above and comparable acquisition transactions in the industry, approximate value for Vantage assets would be between $250 and 300 million.
Proposed Transaction: Brookmount has agreed to acquire up to 100% of the shares of Macquarie Metals Ltd, which in turn owns 98% of Vantage, through a share swap constituting a reverse merger, whereby the owners of Macquarie Metals, at completion, will own 75% of the issued capital of Brookmount with the existing Brookmount shareholders retaining 25%, on a fully diluted basis. Brookmount will additionally provide funding of up to $10 million to complete the Rescue restructuring and operational relaunch.
Funding: Brookmount is in the process of arranging a share placement under Reg.A to raise a total of $10 million at a price of $1.00 per share. It is anticipated that the Registration Statement for this offering will be filed with the SEC during the coming week. Additionally, management of Brookmount is in advanced negotiations with a small number of strategic investors in Australia and the US to supplement funding availability for the transaction, although there can be no guarantee that these private equity funds will materialize.
Board Composition: On closing of the proposed merger between Vantage and Brookmount, a minimum of 2 directors from Macquarie Metals will be appointed to the Brookmount Board.
Conclusion: In commenting on the proposed transaction, the Board of Brookmount noted that acquisition of Vantage on the basis outlined, represents a significant shift in the dynamics of The Company, with the operations of Vantage constituting a complete restructuring of Brookmounts’ business profile, involving a major shift of exposure to more highly developed gold markets and upgrading The Company’s operational status from a junior mining company to that of a medium sized producer. This is in keeping with the Board’s development strategy which was originally conveyed through announcements in 2020.
Brookmount currently conducts its gold mining and processing operations through its Indonesian subsidiary incorporated in Sulawesi Province, Republic of Indonesia, one of Asia most dynamic and rapidly expanding economies with extensive reserves of natural resources and minerals including timber, coal, gold and hydrocarbons. The Company has also established an office in Melbourne, Australia and is actively seeking expansion opportunities in established gold markets.
Safe Harbor Statements:
Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed license, expected synergies, anticipated future financial and operating performance and results, including estimates of growth. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstance that could give rise to the termination of the negotiations, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Brookmount’s common stock. All such factors are difficult to predict and are beyond our control. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulations.
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