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African Pioneer PLC Zambia projects option agreement

20/01/2022 7:00am

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RNS Number : 9938Y

African Pioneer PLC

20 January 2022

20 January 2022

African Pioneer Plc

("African Pioneer" or "the Company")

Zambia projects option agreement

African Pioneer plc ("APP" or the "Company"), the exploration and resource development company with projects in Namibia, Zambia and Botswana announces that on 19 January 2022 it and its 80% owned subsidiary African Pioneer Zambia Ltd ("African Pioneer Zambia") entered into an option agreement with First Quantum Minerals Ltd ("First Quantum") (listed on the Toronto Stock Exchange FM.TO) in relation to 4 of the 5 Zambian exploration licences held by African Pioneer Zambia (the "Option Agreement").

Highlights:

-- The four exploration licences the subject of the Option Agreement are in the highly prospective Central Africa Copperbelt in northwest Zambia which is the largest and most prolific mineralized sediment- hosted copper province in the world and are located less than 100km from First Quantum's giant Sentinel copper mine.

-- The exploration licenses include geological formations similar in age and rock type to that hosting the major copper deposits of the Copperbelt

-- During the initial 18 month option period First Quantum has the right but not the obligation to spend US500,000 on each of the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the "Zambian Projects"). At this stage First Quantum will not have earned any shares in African Pioneer Zambia, just the right to proceed to take one or more of the properties into the First Earn In Period by issuing an Option Exercise Notice.

-- During the First Earn In Period, First Quantum then has 2 years when it has the right but not the obligation to prepare a Technical Report in respect of the Zambian Projects demonstrating an Indicated Mineral Resource of at least 300,000 tonnes of contained copper (the "Technical Report Requirement"). First Quantum is to fund the Technical Report. Once the Technical Report is issued First Quantum has the right to be issued shares equal to a 51% shareholding in African Pioneer Zambia. This will also trigger the Second Earn-In Period.

-- In the Second Earn-In Period First Quantum shall have the right but not the obligation to complete all necessary mining, metallurgical and development studies to establish a mine at the Property and make a public announcement that it intends to proceed towards commercial development of a Mine on the Property (a "Decision to Mine"). First Quantum is to fund all costs related to the Decision to Mine. Once First Quantum announces a Decision to Mine First Quantum has the right to be issued shares in African Pioneer Zambia to increase their 51% shareholding in African Pioneer Zambia to 75%.

Executive Chairman, Colin Bird said:

"We are very pleased that we have entered into this agreement with First Quantum, which has one of the world's largest copper mines nearby and has a wealth of exploration, mining and technical expertise built up over the last 25 years. The exploration areas are large and are highly prospective not only for copper but also cobalt in association.

Myself and the team have previous good working experience of the First Quantum Group and on that basis know that the exploration of the project will be approached in a highly technical and commercial way. We will keep the market informed on progress as it happens."

Additional Information

First Quantum: is one of the world's top 10 copper producers operating in several countries including Zambia where it owns the Sentinel and Kansanshi mines in North West Zambia and is known for its specialist technical engineering construction and operational skills which have allowed it to develop and successfully run complex mines and processing plants. Colin Bird, the chairman of African Pioneer, was a founder of and floated Kiwara Plc in around 2008 which discovered copper in northwest Zambia and was sold to First Quantum in 2009 for U$260 million. First Quantum then developed the Kiwara Plc projects into the Sentinel mine which is the world's 14(th) largest copper mine.

Zambian Projects: The licence package covers part of the north-western extension of the Zambian Copperbelt. The properties are located within 80-100km of First Quantum's giant Sentinel copper mine, one of the largest copper mines in Africa, with current Measured and Indicated Resources of 891Mt @ 0.45% Cu. They also lie close to the Enterprise nickel deposit (37.7Mt @ 1.03% Ni) which is being reportedly moved towards development. This link is to a map of the Zambian Projects.

The Zambian Projects lie on the Lufilian Fold Belt in the Domes region of the Central African Copperbelt, straddling the western boundary of the Kabompo Dome, underlain principally by rocks of the Lower and Upper Roan, as well as the stratigraphically higher Kundelungu and Nguba Groups. This geological package is similar in age and rock type to that hosting the major copper deposits of the Copperbelt, including Sentinel. Therefore, the licence areas are considered to be strongly prospective for Copperbelt-type copper/cobalt and/or nickel deposits. They are historically underexplored, representing the westerly extension of the Copperbelt which has not been investigated in detail, as previous work focussed primarily on the central part of the zone.

On the Luamata South licence (27771-HQ-LEL), African Pioneer has acquired a valuable exploration package arising from recent work by MMG Zambia Ltd ('MMG') which highlights strong soil/airborne magnetic targets that were not drill tested, as MMG pulled out of Zambia. The Samuteba East licence (27770-HQ-LEL) was recently held by Anglo American which also carried out airborne magnetic surveying and reconnaissance soil sampling before exiting the Copperbelt. The soil data highlights several copper anomalies of considerable interest.

Exploration licence 27769-HQ-LEL owned by African Pioneer Zambia which is not covered by the Option Agreement is in the Zambezi area located within the Zambezi belt of southern Zambia that hosts a Lower Katanga supergroups succession will be transferred from African Pioneer Zambia to a new Zambian company to be owned 80% by the Company and 20% by its local partners.

Summary of main commercial terms of the Option Agreement:

 
 Parties               First Quantum Minerals Ltd, the Company, African 
                        Pioneer Zambia and the minority shareholders 
                        of African Pioneer Zambia (the "Minority Shareholders"). 
--------------------  ------------------------------------------------------------------------------ 
 Initial Expenditure   First Quantum has the right but not the obligation 
                        to spend US500,000 on each of the exploration 
                        licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, 
                        and 27771-HQ-LEL within 18 months. The 18 months 
                        period is extended a further 6 months for any 
                        of the licences where First Quantum has spent 
                        US$350,000 in the first 18 months. At this 
                        stage First Quantum will not have earned any 
                        shares in African Pioneer Zambia, just the 
                        right take one or more of the properties into 
                        to the First Earn In Period by issuing an Option 
                        Exercise Notice. 
--------------------  ------------------------------------------------------------------------------ 
 First Earn-In                                After sending the Option Exercise Notice, First 
  Period - Issue                               Quantum then have 2 years when it has the right 
  of Technical                                 but not the obligation to prepare a Technical 
  Report earns                                 Report in respect of the Property demonstrating 
  First Quantum                                an Indicated Mineral Resource of at least 300,000 
  51%                                          tonnes of contained copper (the "Technical 
                                               Report Requirement"). First Quantum is to fund 
                                               the Technical Report and if it spends US$2M 
                                               on this in the 2-year period then it has an 
                                               extra year to complete the Technical Report. 
                                               Once the Technical Report is issued First Quantum 
                                               has the right to deliver the First Earn-In 
                                               Exercise Notice and be issued shares equal 
                                               to a 51% shareholding in African Pioneer Zambia. 
                                               This will also trigger the Second Earn-In Period 
--------------------  ------------------------------------------------------------------------------ 
 Second Earn-In                               In the Second Earn-In Period First Quantum 
  Period - Decision                            shall have the right but not the obligation 
  to Mine earns                                to complete all necessary mining, metallurgical 
  First Quantum                                and development studies to establish a mine 
  further 24%                                  at the Property and make public announcement 
  so they own                                  that it intends to proceed towards commercial 
  75%                                          development of a Mine on the Property (a "Decision 
                                               to Mine"). First Quantum is to fund all costs 
                                               related to the Decision to Mine. Once First 
                                               Quantum announces a Decision to Mine First 
                                               Quantum has the right to be issued shares to 
                                               increase its 51% shareholding in African Pioneer 
                                               Zambia to 75%. 
--------------------  ------------------------------------------------------------------------------ 
 Funding once          Once First Quantum is at 75% then the parties 
  First Quantum         have to fund pro-rata and if they do not they 
  at 75%                will be diluted. If the joint shareholding 
                        of the Company and the Minority Shareholders 
                        is diluted to 10% then it converts into a 1% 
                        royalty which would be paid 0.2% to the Minority 
                        Shareholders and 0.8% to the Company. 
--------------------  ------------------------------------------------------------------------------ 
 Joint Venture                                Once First Quantum has delivered the First 
  after First                                  Earn-In Exercise Notice the parties will be 
  Earn-In Exercise                             deemed to have established a joint venture. 
  Notice                                       Prior to the making of a Decision to Mine (which 
                                               announcement shall be in the sole discretion 
                                               of First Quantum), the allocation of Joint 
                                               Venture Expenditure shall be made by the Participants 
                                               in proportion to their respective Participating 
                                               Interests, provided that First Quantum shall 
                                               be responsible for Joint Venture Expenditures 
                                               relating to its completion of all necessary 
                                               mining, metallurgical and development studies 
                                               contributing to the Decision to Mine. 
--------------------  ------------------------------------------------------------------------------ 
 Sale restrictions     The Company needs First Quantum approval to 
                        sell and must give First Quantum first refusal 
                        rights and First Quantum cannot sell without 
                        the consent of the Company. 
--------------------  ------------------------------------------------------------------------------ 
 Tag along rights      If First Quantum wants to sell their African 
                        Pioneer Zambia shares to a third party then 
                        the Company and the Minority Shareholders can 
                        require that the third party also buys their 
                        African Pioneer Zambia shares on the same terms. 
--------------------  ------------------------------------------------------------------------------ 
 Excluded Licence      Exploration licence 27769-HQ-LEL will be transferred 
                        from African Pioneer Zambia to a new Zambian 
                        company to be owned 80% by the Company and 
                        20% by the Minority Shareholders. 
--------------------  ------------------------------------------------------------------------------ 
 Representations       The parties have made representations & warranties 
  & warranties          customary for an agreement of this nature 
--------------------  ------------------------------------------------------------------------------ 
 
 
African Pioneer Plc 
 
 Colin Bird 
 Executive Chairman                      +44 (0)20 7581 4477 
 
Beaumont Cornish (Financial Adviser) 
 Roland Cornish                         +44 (0) 020 7628 3396 
Novum Securities Limited (Broker) 
 Jon Belliss                             +44 (0) 20 7399 9400 
 
   or visit   https://africanpioneerplc.com/ 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

Qualified Person:

Technical information in this announcement has been reviewed by Edward (Ed) Slowey, BSc, PGeo, a technical adviser to African Pioneer Plc. Mr Slowey is a graduate geologist with more than 40 years' relevant experience in mineral exploration and mining, a founder member of the Institute of Geologists of Ireland and is a Qualified Person under the AIM rules. Mr Slowey has reviewed and approved this announcement.

Glossary

A 'Mineral Resource' is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

An 'Indicated Mineral Resource' is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

   "Cu"     Copper 
   "Mt"      million tonnes 
   "Ni"      Nickel 

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END

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