| Wed 22 Sep 2010, 9:55 | | EXT - Extract Resources Limited - Agreement with North River Resources over |
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EXT - Extract Resources Limited - Agreement with North River Resources over
UIS Licences
Extract Resources Limited
Registration No. ABN 61 057 337 952
Registered as an external company in Namibia
ISIN Code: AU000000EXT7
NSX Share Code: EXT
AGREEMENT WITH NORTH RIVER RESOURCES OVER UIS LICENCES
The Directors of Extract Resources Ltd ("Extract") (ASX/NSX: EXT)are pleased
to announce the signing of an agreement (the "Agreement") with North River
Resource Plc ("North River")(AIM listed company, which is circa 45% owned by
AIM listed Kalahari Minerals plc which owns also a circa 40% stake in
Extract). relating to their respective wholly-owned subsidiaries, Extract
Resources (Namibia) (Proprietary) Ltd ("Extract Namibia"), NRR Energy Minerals
Limited ("NRR Energy") and West Africa Gold Exploration (Proprietary) Limited
("WAGE").
Under the Agreement, subject to the satisfaction of certain conditions (as set
out below), NRR Energy will subscribe US$800,000 (the "Subscription Funds"),
so that each of Extract and NRR Energy will hold a 50% interest in Extract
Namibia. The principal assets of Extract Namibia are EPL 3327 and EPL 3328,
pursuant to which Extract Namibia has the rights to explore for nuclear fuel
minerals. Located west and north respectively of the historic tin mining
centre of Uis in western Namibia, previous exploration activity, undertaken by
Extract, has shown that these licences have the potential to host secondary
uranium deposits associated with palaeodrainages of the Orawab and Ugab
ephemeral river systems. The Subscription Funds will be used by Extract
Namibia to expedite further uranium exploration on these licences.
The Agreement also allows for the formation of a 50/50 unincorporated joint
venture between WAGE and Extract in relation to the nuclear fuel rights (if
granted) in respect of EPL 3139. WAGE is the sole legal holder of EPL 3139 in
Namibia and has applied for the rights to explore for nuclear fuel minerals in
respect of this licence. The nuclear fuel rights for EPL 3139 have yet to be
granted. Subject to the terms of the Agreement, WAGE and Extract have agreed
that if WAGE is granted the nuclear fuel rights for EPL 3139, and subject to
obtaining any necessary approvals and consents required to the transaction
under the Namibian Minerals Act, WAGE and Extract will form an unincorporated
50/50 joint venture in respect of these nuclear fuel rights ("Joint Venture").
Once the Joint Venture is formed, WAGE is obligated to fund the first
US$500,000 exploration of nuclear fuel rights in relation to EPL 3139
activities. EPL 3139 is located within 30km of Extract`s Husab Uranium
Project.
Extract`s purpose for entering into this Agreement is to enable Extract to
focus on the development of its world class Husab Uranium Project in Namibia,
which contains the Rossing South Deposit. The Husab Project is held by a
second Extract subsidiary, Swakop Uranium (Proprietary) Limited, and does not
form part of the Agreement.
The Agreement further stipulates that Mr Luke Bryan and Mr David Steinepreis
from North River will be appointed directors of Extract Namibia, joining
Martin Spivey and Inge Zaamwani-Kamwi from Extract, who already sit on the
board of Extract Namibia. It is intended that following the necessary
approvals, Extract Namibia will be re-named Brandberg Energy (Proprietary)
Ltd.
NRR Energy will be the manager of Extract Namibia and, if formed, the Joint
Venture, will conduct exploration for nuclear fuel minerals activities in
accordance with programs and budgets as approved by representatives of the
shareholders of Extract Namibia.
In the event of a discovery on either EPL 3327 or EPL 3328, Extract has the
right to increase its holding in Extract Namibia to 65% by acquiring shares
from NRR Energy at a 10% discount to the then prevailing market value. In
addition, in the event of a discovery on EPL 3139, Extract has the right to
increase its holding in the Joint Venture to 65% at a 10% discount to the then
prevailing market value. The prevailing market value of Extract Namibia and of
the Joint Venture is to be determined by an independent expert applying the
valuation methods and procedures established by the Australasian Institute of
Mining and Metallurgy.
The subscription by NRR Energy for shares in Extract Namibia is subject, inter
alia, to the satisfaction of certain matters, being:
- NRR Energy being satisfied with the results of its legal due diligence on
Extract Namibia;
- receipt of all necessary approvals and consents required under the laws
of the Republic of Namibia (if any); and
- NRR Energy, Extract and Extract Namibia entering into an agreement with a
broad-based black economic empowerment entity in respect of its
involvement in Extract Namibia.
The Agreement also contains certain terms, clauses, agreements,
representations and warranties from all parties that are normal for a
transaction of this nature.
These conditions are to be satisfied within 180 days of signing the Agreement
(or such other date as the parties agree).
On behalf of the Board of Directors,
Siobahn Lancaster
Company Secretary
Windhoek, 22 September 2010
Registered Office
Swakop Uranium (Pty) Ltd
3 Schutzen Street
Windhoek
Namibia
Sponsor
IJG Securities (Pty) Ltd
Member of the NSX
100 Robert Mugabe Avenue
P O Box 186, Windhoek, Namibia
Registration No. 95/505
Date: 22/09/2010 09:55:01 Produced by the JSE SENS Department.
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