Term Sheet signed for partial divestment of Finnish Black Shale Assets for £4m
Bluejay Mining plc, the AIM, FSE listed and OTCQB traded exploration and development company with projects in Greenland and Finland, is pleased to announce that it has signed a binding term sheet and entered into a conditional agreement for the sale of its Paltamo and Rautavaara Nickel-Zinc-Copper-Cobalt (‘Ni-Zn-Cu-Co’) projects in Finland to Metals One plc (‘Metals One’) for a combination of cash and shares totalling £4 million (the ‘Proposed Transaction’).
Metals One has informed the Company that it intends to seek a listing on the AIM market of the London Stock Exchange in 2021.
Key terms of the Proposed Transaction:
· £25,000 to be paid within five days of signing the term sheet
· £250,000 in cash payable on completion of the Proposed Transaction
· £3,725,000 payable in shares at the IPO price (shares retained by the Company)
· Management fees
o 10% of approved expenditure undertaken in Finland payable to Bluejay
· Board representation
o Bluejay will appoint the technical director to the board of Metals One
The Proposed Transaction is dependent on the following conditions being satisfied:
· Metals One having conducted and being satisfied with due diligence.
· Metals One and Bluejay entering into the asset purchase agreement.
· If required, all applicable and necessary consents, authorities or approvals required from any applicable statutory or quasi-statutory body.
· Metals One having raised at least £3,000,000 from the issue of new shares.
· The preparation and publication of a competent person’s report in respect of the exploration licences.
· The preparation and publication of an AIM admission document in respect of Metals One.
· The admission of the enlarged issued share capital of Metals One to AIM; and
· The granting of a waiver under Rule 9 of the Takeover Code to make a general offer to Metals One shareholder as a result of the issue of the consideration shares.
Bo Møller Stensgaard, CEO of Bluejay, commented:
“We are pleased to potentially monetise yet another project in our portfolio of high-quality mineral projects. While these assets are non-core within our portfolio, we believe that within Metals One, a dedicated battery metals group in which we will become a significant shareholder, they have the potential to create additional value for all parties.
“The Paltamo and Rautavaara projects have the potential to replicate the giant adjacent Talvivaara Ni-Zn-Cu-Co mine and we look forward to assisting the new team at Metals One to achieve this outcome. Having our COO, Thomas Levin, joining the board of Metals One will bring in local expertise and experience that will support and fast-track the activities by Metals One.
“This move is in line with our stated strategy of partnering our projects to optimise the best expenditure / ownership outcome for shareholders. With our existing Enonkoski nickel joint venture, the Outokumpu copper gold cobalt project as well as the historical Hammaslahti copper mine remain the focus of our Finnish team. We believe that this offer streamlines our Finnish portfolio while maintaining exposure to any exploration and development success.
“The strategy to keep in good standing our entire portfolio over the last several years of difficult market conditions for commodities is now bearing obvious fruit and we expect to announce further developments on our other projects in due course.”
Jonathan Owen, Non-executive Director of Metals One, commented:
“Metals One is a vehicle created specifically to target what we believe will be one of the fastest growing sectors of the mining industry in the years to come – battery metals. These are the metals that are and will continue to underpin the global technology industry, the energy transition and ultimately the pathway to decarbonisation.
“We believe the Paltamo and Rautavaara Ni-Zn-Cu-Co projects, with their analogies and proximity to the Talvivaara Ni-Zn-Cu-Co mine, represent a significant opportunity to develop a battery metal deposit of scale, in a stable jurisdiction, that is well suited to supplying the vast global electric vehicle and energy storage markets.
“We look forward to working with Bluejay and to leveraging our respective mining experience and track record of monetising projects to rapidly progress these assets, and other similar projects, as a listed company.”
The Proposed Transaction is subject to formal agreement and completion of the outstanding conditions. Shareholders should note that there is no guarantee that the Proposed Transaction will be completed or that Bluejay will receive any consideration.
Background to the Talvivaara Ni-Zn-Cu-Co deposit
The 2 billion tonne Talvivaara Ni-Zn-Cu-Co deposit is adjacent to the Company’s Paltamo and Rautavaara Ni-Zn-Cu-Co projects. The Talvivaara ore is hosted in a black schist with stated resources by the Geological Survey of Finland of 2 billion metric tons at 0.23% Ni, 0.13% Cu, 0.54% Zn, 200 ppm Co and 16 ppm U (2016). The ore body has a strike of 12km and has mined since 2007. Metals One will be targeting similar style and sized mineralisation as Talvivaara.
Source: Company Press Release