August 30, 2023, Record Resources Inc. (TSXV: REC) wishes to reissue its press release from August 28, 2023 with certain clarifications. The company is pleased to report that it has entered into a non-binding and arm’s length agreement to acquire preferred shares from a private equity fund that owns and is developing a gold exploration property in Djibouti, Africa.
The non-binding agreement is with the African Minerals Exploration & Development Fund III Sicar (AMED Fund III) registered in Luxembourg and Red Sea Gold B.V. and Nurtureex B.V., both of Utrecht, Netherlands. Red Sea and Nurtureex are AMED’s operating entities and are the developers of the Djibouti gold project. These parties collectively control 69% of Thani Stratex Djibouti Limited (TSDL). It is TSDL that holds the mining claims in Djibouti.
AMED Funds is a group of private equity funds that have invested in various mineral projects in Africa, some of which have already been successfully sold to third parties. AMED Fund’s team is composed of highly experienced professionals in the mining and exploration industry with an impressive track record and network of partners.
The sponsoring partner of AMED Funds is Rudolph de Bruin, an international mining industry veteran with decades of successful mining and exploration experience, who was recently involved in a consortium that acquired Canada Fluorspar (NL) Inc and its fluorspar mine in St. Lawrence, Newfoundland.
There are no finder’s fees and new insiders being created. A definitive agreement, which may not occur, will need to be executed to complete the transactions between the parties.
Pursuant to the execution of a definitive agreement, Record will acquire half of AMED’s preferred shares in the Djibouti project in return for investing US$7.5 million in exploration and development expenses over a three-year period. A first investment of US$2.5 million is due 12 months following execution of the agreement and at the two consecutive 12-month anniversaries thereafter.
In addition, a co-operatorship agreement, to govern the development of the property, will also be entered into following the execution of the definitive agreement and once Record has made a first investment of US$1 million. Record will also hold a First Right of Refusal on the asset enabling it to bid on a takeover before another party following the execution of the definitive agreement.
The preferred shares to be acquired by Record constitutes half of the preferred shares to be owned by AMED Funds. Following the transaction, AMED Funds will own 69 percent of the Djibouti project. Following the earning of its interest, Record will own half of the preferred shares and AMED Funds will own the other half. Furthermore, the preferred shares have a conversion feature which prescribes that the holder receive a maximum of two times their investment before a distribution is made to other shareholders at the time of a sale or buy-out and then convert into common shares on a 1:1 basis.
AMED and, in turn Red Sea Gold and Nurturex own 69 % of Thani Stratex Djibouti Ltd (TSDL) a private, British Virgin Islands registered company with Exploration and Reconnaissance Permits in The Republic of Djibouti. TSDL was formed by AMED and other investors to develop the Djibouti opportunity.
TSDL has built a portfolio of permits in the Republic of Djibouti and been successful at advancing their development quickly. According to James Wilson, (geologist, NMDG, Krugersdorp, South Africa) in a non-compliant NI 43-101 work report produced in 2022, indicated that US$11 million has been spent on the property to date and 15,000 metres of exploration drilling has been completed.
Kenogami East Transaction
Record Resources Inc. (formerly known as Record Gold Corp and Silk Road Energy Inc.) wishes to clarify omissions from its news release of August 10, 2022.
Omitted from the previous disclosure is that, as part of the Kenogami East transaction, Melba Mining Company Ltd. owns a 2% Net Smelter Royalty (NSR) on the asset. Half of this NSR can be purchased by Record Resources for $500,000.
The company stands by its original disclosure that the Kenogami East transaction with Melba Mining Company Ltd. constitutes an asset acquisition. The purchase price, as previously disclosed, is one million shares of the company and a cash payment of $50,000. This transaction has closed.
Grenfell Transaction and Special Meeting of Shareholders
On September 6, 2023 the company will hold a Special Meeting of Shareholders to approve:
(1) The Grenfell Gold Property transaction; (2) The purchase price of the transaction.
As previously disclosed (February 23, 2023 news release) the non-arms-length transaction with Pelangio Exploration Inc is pursuant to a conveyance agreement executed on August 23, 2022. Record Resources has agreed to exchange its option agreement with Pelangio Exploration Inc. (PX.V) in return for 40 million shares of Record Resources at a price of $0.05 per share. The Grenfell transaction requires the approval of the company’s disinterested shareholders. This vote follows the submission of the NI 43-101-compliant geological report to the TSX Venture Exchange and shareholders.
Edward Procyshyn, P.Geo, a qualified person in accordance with National Instrument 43-101, has reviewed and approved the technical information contained in this news release.