Europa Metals to dispose of Toral Project to Denarius Metals
Europa Metals, the European focused lead, zinc and silver developer, has announced the proposed sale of its 100% interest in the Toral Pb, Zn, Ag Project to Denarius Metals.
On 23 November 2022, Europa Metals entered into a definitive option agreement with Denarius pursuant to which Europa granted two options to Denarius to acquire up to an 80% ownership interest in Europa Metals Iberia S.L. (“EMI”), a wholly-owned Spanish subsidiary of Europa which holds the Toral Project in the Leon Province, Northern Spain.
Pursuant to the Toral Definitive Agreement, Denarius was granted a First Option, exercisable until November 22, 2025 (subject to a 90-day extension in certain circumstances), to subscribe for a 51% equity interest in EMI by:
- spending, as operator, a total of USD$4,000,000 on the Toral Project over the three-year period,
- completing a preliminary economic assessment, and
- completing and submitting a mining license application in respect of the Toral Project to the local mining authority by July 31, 2023.
Whilst Denarius has been undertaking ongoing work at Toral to satisfy the First Option conditions, Europa has now signed a binding letter of intent (“LOI”) with Denarius, who will, subject to Europa shareholder approval, acquire 100% of the issued and outstanding shares of EMI (the “Transaction”),
Transaction Highlights
- Purchase price of CAD3,500,000 in equity in Denarius to be satisfied by the issuance of
- 7,000,000 common shares of Denarius at an issue price of CA$0.50c per share
- Shares subject to a 4 month hold period following issuance
- Transaction provides Europa was exposure to Denarius’ portfolio of projects within Spain and Colombia
In accordance with the AIM Rules, Europa will be seeking shareholder approval at an Extraordinary General Meeting (“EGM”) for the proposed sale of EMI (and the Toral Project) to Denarius. The Company intends to hold the EGM in mid-October and will announce once the Circular convening the EGM has been posted to Shareholders. Should the sale be approved by Europa shareholders, pursuant to AIM Rule 15, the Company will become an ‘AIM Rule 15 cash shell’ and, as such, the Company shall have six months to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 after which the shares would be suspended.
