The consideration for this acquisition will be the issue of 171,407,156 KLG common shares ("Consideration Shares") and 14,675,000 KLG share purchase warrants.

Highlights

  • Agreement reached to acquire Tigers’ interest in the Beutong Copper-Gold Project, Sumatra, Indonesia
  • Beutong’s Mineral Resource on a 100% basis comprises:
  • Measured and Indicated Resources of 93Mt at 0.61% Cu, 0.13ppm Au, 1.97ppm Ag and 97ppm Mo (0.3% Cu Reporting Cut) for contained metal of 1,241MIbs copper, 373koz gold, 5,698koz silver and 20MIbs molybdenum (0.3% Cu Reporting Cut); and
  • Inferred Resources of 418Mt at 0.45% Cu, 0.13ppm Au, 1.11ppm Ag and 129ppm Mo (0.3% Cu Reporting Cut) for contained metal of 4,092MIbs copper, 1,746koz gold, 14,903koz silver and 112MIbs molybdenum (0.3% Cu Reporting Cut).
  • Beutong’s Mineral Resource on a relevant attributable 40% interest basis comprises:
  • Measured and Indicated Resources of 38Mt at 0.61% Cu, 0.13ppm Au, 1.97ppm Ag and 97ppm Mo (0.3% Cu Reporting Cut) for contained metal of 496MIbs copper, 149koz gold, 2,279koz silver and 8MIbs molybdenum (0.3% Cu Reporting Cut); and
  • Inferred Resources of 167Mt at 0.45% Cu, 0.13ppm Au, 1.11ppm Ag and 129ppm Mo (0.3% Cu Reporting Cut) for contained metal of 1,637MIbs copper, 698koz gold, 5,961koz silver and 45MIbs molybdenum (0.3% Cu Reporting Cut).
  • Complementary asset combination. Small-medium scale, near surface copper opportunity at KLG’s Beruang Kanan with potential to be the starter project, a large copper-gold growth option at Beutong, and a highly prospective copper and gold exploration portfolio
  • Highly experienced resource industry CEO Tony Manini to join KLG as Deputy Chairman and CEO
  • Extensive project evaluation, mine development and financing capability and experience available to KLG team
  • Establishes a strong copper and gold portfolio close to key growth markets in the Asian region
  • Diversifies shareholder base and expands funding options for KLG
  • Capital raising of at least US$3 million to fund ongoing drilling and studies. Consistent news flow anticipated
  • Faldi Ismail, the current Deputy Chairman and CEO of KLG stated, "The acquisition of Beutong, combined with the Company’s own KSK copper Mineral Resource and its Jelai gold prospect creates a quality portfolio of pre-development copper and gold assets all located within Indonesia. All three projects have significant growth potential and their combination will create a platform upon which to continue to build a significant regional Asian focused copper-gold business. We are looking forward to working with Tony in our efforts to raise the necessary funding to progress the Company’s projects. It is expected that the combination of projects and a team with a strong track record in developing projects in Asia / Pacific will be well supported by investors".

LOI Overview

The principal terms of the LOI provide that during a 20 day due diligence period ("Due Diligence Period") the parties will negotiate a definitive agreement pursuant to which KLG will purchase the Optionholder (defined in next section) a wholly owned subsidiary of Tigers which holds Tigers’ interest in Beutong. The consideration for this acquisition will be the issue of 171,407,156 KLG common shares ("Consideration Shares") and 14,675,000 KLG share purchase warrants, such that the weighted average exercise price of the warrants is the same as the current weighted average exercise price per KLG option being, C$0.09 ("Consideration Warrants"). On completion of this acquisition KLG will issue the Consideration Shares and Consideration Warrants to Tigers which will procure the distribution of the Consideration Shares to the shareholders in the ultimate parent company of Tigers being Tigers Realm Metals Pty Ltd ("TRM Parent") on a pro-rata basis and the Consideration Warrants to TRM Parent’s option holders on a pro-rata basis.

Completion of the transaction will be subject to satisfaction of a number of conditions, including, but not limited to receipt of applicable regulatory approvals and KLG completing a concurrent equity placement for gross proceeds of not less than US$3 million at a price to be determined in the context of the market and as agreed by the parties ("Capital Raising"). The Capital Raising is subject to compliance with applicable securities laws and to receipt of regulatory approval. The Company reserves the right to increase the size of the Capital Raising.

It is intended that the proceeds of the Capital Raising will be used to fund the Company’s next phase of infill and expansion drilling and metallurgical studies at KLG’s existing Beruang Kanan prospect within the Company’s KSK Contract of Work in Kalimantan, Indonesia and on finalizing conversion of the Beutong Izin Usaha Pertambangan ("IUP") from an exploration IUP to an exploitation IUP, as well as for general working capital purposes.

TRM Parent will lend KLG the funds required to fund KLG’s 50% share of due diligence and transaction related costs and expenses on the basis of an interest free loan only repayable from the proceeds of the Capital Raising ("Due Diligence Loan").

Separate to the Due Diligence Loan, TRM Parent will also provide KLG with a US$250,000 interest free loan ("TRM Parent Loan") upon the completion of various conditions precedent by the end of the Due Diligence Period. The TRM Parent Loan will be used to fund the ongoing operating expenses of KLG and its subsidiaries in order to sustain operations at the same level as existed during the Due Diligence Period. The TRM Parent Loan will be repayable in cash from the proceeds of the Capital Raising, and, subject to regulatory approval, in KLG shares if the Capital Raising is not completed.

On closing the acquisition, current TRM Parent director Tony Manini will be appointed as the Deputy Chairman and Chief Executive Officer of KLG in place of Faldi Ismail who will remain as a director of KLG. Current director of KLG Stephen Hughes will become the VP Exploration and Mansur Geiger will become VP Indonesia for KLG. Mr Manini’s remuneration level and conditions will be determined according to industry standards and market conditions.

Tony Manini has over 28 years industry experience including 14 years with Rio Tinto and 9 years at Oxiana/OZ Minerals where he was a founding member and senior executive. Tony is a founding member of the Tigers Realm Group, a co-founder of EMR Capital and executive chairman of Tigers Realm Coal. He has a significant exploration discovery record and a long and successful operating background in Asia. The Tigers Realm Group is widely known and strongly supported in mining and metals markets globally and has raised more than A$150 million for exploration and development funding in the past five years.

Beutong Overview

The Beutong Project is located within the Beutong IUP located in Aceh in Indonesia, some 60 kilometres inland from the coastal city of Meulaboh on the island of Sumatra.

The Beutong IUP is held by PT Emas Mineral Murni ("PT EMM"), a company registered in Indonesia. PT EMM is owned 80% by Beutong Resources Pte Ltd. ("BR"), a company registered in Singapore. Tigers wholly owned subsidiary, Tigers Copper Singapore No. 1 Pte Ltd ("Optionholder’) owns 50% of the shares of BR (for an effective 40% interest in the Beutong IUP). Pursuant to an option joint venture agreement the Optionholder can increase its shareholding in BR to 100% by completing expenditure and development milestones so that it can ultimately hold an effective 80% interest in the Beutong IUP.

Asset Highlights

  • Large scale copper-gold-molybdenum resource with a high grade core and potential for significant additional upside
  • The Beutong IUP covers two porphyry copper-gold-molybdenum prospects – West and East Porphyries and the Beutong Skarn (copper-gold)
  • Excellent infrastructure exists with major road, grid power and a port located nearby

Beutong contains copper-gold porphyry and skarn mineralisation with a Mineral Resource prepared by Duncan Hackman, an independent Qualified Person within the meaning of NI 43-101 for the purposes of Mineral Resource estimates, effective November 2014. The Mineral Resource estimate (covering the 1,500m strike extent and the 200 to 500m width of the porphyry system and 600m by 50m skarn body to the north of the porphyry) is presented in the tables below on a 100% basis and on a 40% basis.

Mineral Resources for the Beutong mineralization have been estimated in conformity with generally accepted CIM "Estimation of Mineral Resource and Mineral Reserves Best Practices" Guidelines. In the opinion of Duncan Hackman, the block model Mineral Resource estimate and resource classification reported herein are a reasonable representation of the copper Mineral Resources found in the defined area of the Beutong mineralization. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource will be converted into Mineral Reserve. Computational discrepancies in the table and the body of the Release are the result of rounding.