Toronto, Ontario -(Newsfile Corp. – October 19, 2023) – Resouro Strategic Metals Inc. (TSX-V: RSM) (FSE:BU9) (“Resouro” or the “Company“) is pleased to announce that Resouro and RBM Consultoria Mineral Eireli (“RBM”) have entered into a First Addendum (“First Addendum”) to accelerate the earn-in arrangements detailed in the previously announced Definitive Agreement for Mineral Rights Acquisition and Other Covenants (“Tiros Agreement”) for the acquisition of all interests on the Tiros Rare Earths and Titanium Project (“Project”). Completion of the transaction is subject to customary closing conditions and obtaining all necessary regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”).
Terms of the Agreement
Under the terms of the First Addendum, RBM will assign and transfer to Resouro 100% of its issued shares in TSPS, totalling 160,000 shares, of Brazil Copper Pte Ltd (Singapore) (“BCS” or “TSPS”), the controlling entity of Brazil Copper Mineraçao Ltda (“BCML” or “TMEL”). BCML is the sole owner and the beneficiary of the Project’s mineral rights either existing or staked in the future within the project’s area of interest as defined under the terms of the Tiros Agreement.
Resouro will issue to RBM 1,642,000 fully paid shares of Resouro (“Common Shares”) which will be subject to any applicable hold periods under the policies of the TSXV and under applicable Canadian securities laws, including a four month hold period. If Resouro lists on the Australian Securities Exchange (ASX), the Common Shares issued to RBM may be subject to an escrow period imposed by the ASX.
Upon completion of the assignment of all RBM’s shares in TSPS to Resouro and the issuance of the Common Shares to RBM, the earn-in will be completed and Resouro will be the holder of 100% of the issued and outstanding shares of TSPS.
In consideration for RBM accelerating the earn-in agreement:
- RBM will receive 750,000 performance warrants in Resouro that will be convertible into Common Shares upon completion by Resouro of a Detailed Feasibility Study (“DFS”) on the project. The performance warrants will be issued immediately and shall be subject to the applicable hold periods under TSXV policies and Canadian securities laws.
- Rodrigo Mello will be entitled to participate on the Company’s option plan proportionally to other Management Company Employees.
- Rodrigo Mello will be appointed a member of the Board of Directors of the Company.
TMEL Equity Interest
Within 15 days from the signature of the First Addendum, TSPS shall transfer such number of shares as is equivalent to 10% (ten percent) of TMEL’s total issued share capital to RBM. TSPS will remain 90% holder of TMEL’s total issued share capital.
Name Changes of Entities
The Tiros Agreement established that
- Brazil Copper Pte Ltd (Singapore) (“BCS”) would change its company name to Tiros StratMet Pte Singapore (“TSPS”) and
- Brazil Copper Mineraçao Ltda (“BCML”) would change its company name to Tiros Minerais Estratégicos Ltds (“TMEL”).
These alterations are ongoing at the signature of the First Addendum.
Chris Eager, CEO of Resouro, commented:
“Resouro´s drilling and testwork at Tiros, yielded high Rare Earths and Titanium Dioxide grades that further confirmed the huge size and grade potential of the project. This gave us confidence to accelerate the earn-in. Owning 90% of Tiros will put Resouro in a stronger position going into the proposed Australian Securities Exchange listing.”
The Tiros Project
Located in Northern Minas Gerais in Brazil, the Tiros Project is potentially one of the world’s largest and highest grade undeveloped titanium deposits, with associated heavy rare earths identified in historic drilling. The Tiros Project represents 25 mineral concessions totalling 477km2 located in Minas Gerais, one of the most infrastructurally developed states of Brazil, 350 km from Belo Horizonte, the state capital. The Tiros licenses cover the most prospective portion of the prolific Capacete Formation and the areas with the greatest exploration potential.
About the Company
Resouro is a Canadian-based mineral exploration and development company focused on the discovery and advancement of economic mineral projects in Brazil, including the Tiros Project in Minas Gerais and the Novo Mundo Gold Project in Mato Grosso. Learn more about the Company on its website: https://resouro.com .
On behalf of the Board of Directors,
Chris Eager, President & CEO
Resouro Strategic Metals Inc.
For further information, please contact the Company at:
Chris Eager, CEO
For Investor inquiries
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