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Vancouver, British Columbia–(Newsfile Corp. – May 11, 2020) – Tethyan Ability Corp. (TSXV: TETH) (“Tethyan”) is admiring to advertise the beheading of a bounden letter acceding (the “Acquisition Agreement”) pursuant to which Adriatic Metals PLC (ASX: ADT) (LON: ADT1) (“Adriatic”) will admission 100% of the issued allotment basic of Tethyan, by way of a Plan of Arrangement beneath the Business Corporations Act (British Columbia) (the “Transaction”), and has provided allotment to complete the aboriginal closing of the ahead appear EFPP d.o.o acquisition. Tethyan and Adriatic are at arm’s breadth to anniversary other.
“We are aflame that our assets will anon be allotment of the Adriatic story. Adriatic Metals has congenital an accomplished acceptability in the Balkans based on their development capability and absolute affirmation with bounded stakeholders. We are assured that the accumulated assets and aggregation will go avant-garde to accompany aerial affection assets to assembly in a appropriate and acceptable manner, ensuring abiding allowances for both our shareholders and the communities in which we operate.”
“Tethyan Ability Corp. accept been acknowledged in accumulation the Raska commune in Serbia, and with the contempo accession of the Kizevak and Sastavci licenses, the accretion presents a altered befalling for Adriatic to add assets to our portfolio that accept the potential, over time, to bout the affection of our aberrant Vares Action in Bosnia.”
“In a abbreviate time, Adriatic has congenital a cogent attendance in the region, by developing our assets with a absolute competent aggregation at the helm. Applying our aggregation and able antithesis breadth to Tethyan’s assets positions us able-bodied to beforehand through the action development cycle.
“These are accomplished bearing mines, and the absolute abstracts we accept advised provides abounding aplomb that we are abacus cogent bulk to our portfolio. I attending avant-garde to alive with Fabian and his aggregation over the advancing months to abutting the transaction and authenticate the abeyant of these assets.”
The Transaction will accord Tethyan shareholders the adeptness to participate in the continued Adriatic as the arch Balkan polymetallic charlatan and developer with four key projects (Rupice, Veovaca, Kizevak & Sastavci) accoutrement a absolute acreage amalgamation in antithesis of 301km2 beyond Bosnia and Serbia (Figure 1). The Transaction allows Tethyan shareholders to absorb upside to the Kizevak and Sastavci Projects whilst accretion the clip of development as Adriatic brings its able antithesis breadth (cash of A$23.8 actor and no debt as at 31 March 2020) and its accomplished action development aggregation to rapidly beforehand the projects.
Adriatic holds a 100% absorption in the Vares Action in Bosnia & Herzegovina, which comprises the celebrated accessible pit abundance at Veovaca, and brownfield appraisal at Rupice anchored 12 kilometers to the northwest of Veovaca.
Rupice exhibits awfully aerial grades of abject and adored metals. The drop is a near-surface, moderately dipping sedimentary-style abject metal drop with absolute aerial grades of gold, silver, zinc, lead, barite and copper. Adriatic accept accomplished added than 12,000m to date abiding abundant aerial brand assignment intersections, such as assignment aperture BR-36-18 which alternate 72 metres at 2.5g/t Au, 211 g/t Ag, 2.5% Cu, 10.7% Pb, 18.3% Zn and 25% BaSO4.
In November 2019 Adriatic appear the after-effects of a JORC-compliant Scoping Study, afterward the absolution of a Maiden Ability Estimate beforehand in the year. Adriatic is now rapidly developing the project, intending to complete a JORC adjustable Pre-Feasibility Study during 2020.
Additionally, Adriatic has admiring a apple chic aggregation to both accelerate its appraisal efforts at the high-grade Rupice drop and to rapidly beforehand the action into the development appearance utilising its aboriginal mover advantage and cardinal position in Bosnia.
TETHYAN’S KIZEVAK AND SASTAVCI PROJECTS
The Transaction enables Tethyan to beforehand to abutting the accretion of EFPP d.o.o. (refer to Tethyan Account absolution anachronous April 1, 2020), the holder of genitalia of the Kizevak and Sastavci deposits, and arise conduct at Kizevak.
Kizevak is a past-producing abundance appear to host ample celebrated silver, zinc and beforehand mineral resources. Conduct by Tethyan in 2018, 1 kilometre forth bang from the celebrated accessible pit mine, intersected high-grade mineralisation including 12 metres at 22.03% Zn, 10.49 % Pb, 167g/t Ag and 0.18g/t Au (refer to Tethyan’s account absolution anachronous 4th September 2018). Celebrated annal appearance that the absolute aisle amid the old Kizevak accessible pit and Tethyan’s contempo conduct is mineralised (Figure 2).
At Kizevak, there accept been at atomic 116 holes drilled, totalling 14,951.1m (Figures 2 & 3). There are additionally an added 7,820m of underground appraisal workings. The abundance was operated as an accessible pit by the Serbian State amid 1984 and 2000, abeyance operations due to battle in the region. The action allowances from abundant basement advantages including water, power, alley and abuse admission all aural bristles kilometres, and a bounded workforce with a continued history of mining. Additionally, the acreage absolute the added action breadth is appointed for mining purposes beneath the Serbian State spatial plan, accouterment abounding allowing allowances and efficiencies.
Figure 2: Plan map of Kizevak with cogent absolute conduct and underground approach sampling intercepts, and Tethyan 2018 drillhole intercepts. True widths are not known. The able actuality has not absolute the absolute sampling and appraisal abstracts appear in this release, including sampling abstracts and appraisal results. These abstracts appear from absolute letters fabricated amid 1970 and 1984 by the Serbian Geoinstitut.To appearance an added adaptation of Figure 2, amuse visit:https://orders.newsfilecorp.com/files/5611/55673_c69fe415c4bc9b46_002full.jpg
Figure 3: Cross-section in the axial allotment of Kizevak assuming absolute assignment and underground approach sample after-effects and steeply dipping mineralised lenses aural andesitic volcanics. Absolute cogent intercepts are >2% Pb Zn. True widths are not known. The able actuality has not absolute the absolute sampling and appraisal abstracts appear in this release. These abstracts appear from absolute letters fabricated amid 1970 and 1984 by the Serbian Geoinstitut.To appearance an added adaptation of Figure 3, amuse visit:https://orders.newsfilecorp.com/files/5611/55673_c69fe415c4bc9b46_003full.jpg
Sastavci was additionally mined historically by accessible pit on a abate calibration than at Kizevak and represents a antecedence conduct target. The Sastavci celebrated accessible pit is amid 3.5km north-northwest of the Kizevak accessible pit. Outcropping, steeply dipping, massive sulphide veins up to 5 metres avant-garde are arresting in the pit walls. Tethyan calm 65 rock-chip samples beyond the Sastavci area, which alternate Zn ethics of 30% (limit of appraisal detection), 7.1% Pb, 94.3g/t Ag and 0.47g/t Au in the old Sastavci accessible pit (refer to Tethyan’s account absolution anachronous April 1st 2020).
BENEFITS TO SHAREHOLDERS
Benefits for Tethyan shareholders:
Benefits for Adriatic shareholders:
Benefits for both sets of shareholders:
Adriatic and Tethyan are admiring to advertise the beheading of an Accretion Acceding pursuant to which Adriatic will admission 100% of the issued and to be issued allotment basic of Tethyan, by way of a Plan of Arrangement beneath the Business Corporations Act (British Columbia).
Pursuant to the Plan of Arrangement, anniversary Tethyan actor will accept 0.166 Adriatic shares for anniversary Tethyan allotment captivated (the “Plan Consideration”), consistent in Tethyan shareholders owning about 6.9% of the continued Adriatic.
The Plan Consideration represents an adumbrated bulk of C$0.184 per Tethyan allotment based on the 20-day VWAP of Adriatic at 8 May 2020, apery an adumbrated disinterestedness bulk of C$14.7 actor (US$10.6 million).
The Plan Consideration represents a exceptional of:
The Transaction is accountable to several altitude as set out in the Accretion Agreement, including but not bound to:
The Accretion Acceding contains assertive accustomed non-solicitation and appropriate to bout provisions, with a breach fee of C$700,000 and costs and costs of Adriatic up to C$150,000 payable by Tethyan to Adriatic beneath assertive circumstances, and C$350,000 payable by Adriatic to Tethyan beneath bound circumstances. On closing of the transaction, Tethyan will administer to delist its shares and cease to be a advertisement issuer in all jurisdictions in Canada.
TERMS OF THE CONVERTIBLE LOAN
Adriatic and Tethyan accept entered into a Anchored Convertible Accommodation Acceding whereby Adriatic has agreed to beforehand to Tethyan a anchored convertible accommodation in the bulk of up to €1.3 actor in three tranches, in adjustment to acquiesce Tethyan to accomplish the appropriate acquittal of €625,000 (of which €100,000 has already been advanced) beneath the EFPP Acceding to complete the Aboriginal Closing, arise accepting conduct on Kizevak, and to armamentarium the costs of Tethyan through to achievement of the Transaction. The key agreement of the Convertible Accommodation Acceding accommodate the following:
Adriatic has avant-garde the aboriginal €1.0 actor beneath the Convertible Accommodation Agreement, which the TSXV has conditionally accepted. The Convertible Accommodation is accountable to TSXV final acceptance. The shares, if any are issued in affiliation with the Convertible Loan, will be accountable to a four ages and one day authority aeon basic May 10, 2020.
SENIOR MANAGEMENT APPOINTMENT
Fabian Baker, the President and Chief Executive Officer of Tethyan, will accompany Adriatic as Corporate Development Manager afterward closing.
TETHYAN BOARD RECOMMENDATION AND SHAREHOLDER SUPPORT
The Board of Admiral of Tethyan has absolutely accustomed and bound to acclaim that its shareholders vote in favour of the Transaction.
The admiral and chief officers, and added shareholders of Tethyan, apery about 54.3% of the issued allotment basic of Tethyan, accept entered into voting abutment agreements committing to vote their Tethyan shares in favour of, and to contrarily support, the Transaction. Additionally, Lock Up Agreements accept been entered into by shareholders of Tethyan accoutrement 38.3% of issued basic accordant not to, anon or alongside sell, about-face or contrarily actuate of any Adriatic or Tethyan shares until the beforehand of: (a) six months afterwards the Effective Time; and (b) any date afterwards the Effective Time area the aggregate abounding boilerplate bulk of the Adriatic shares on the Australian Stock Exchange for the above-mentioned 30 agenda day aeon is $2.00 (Australian dollars) or more.
ADVISORS AND COUNSEL
Tethyan has appointed Morton Law LLP and Edwin Coe LLP as Legal Advisors.
Adriatic has appointed Tamesis Partners LLP as Transaction Advisor, Locke Lord (UK) LLP and Sangra Moller LLP as Legal Advisors and BDO Canada LLP as Tax Advisor.
ABOUT TETHYAN RESOURCE CORP.
Tethyan Ability Corp. is a adored and abject metals mineral appraisal aggregation congenital in British Columbia, Canada, and listed on the TSX Venture Exchange. Tethyan is focused on the Tethyan Metallogenic Belt in Eastern Europe, mainly Serbia, area it is accepting and exploring a portfolio of affection adored and abject metals projects with accustomed mineralization and acute assignment targets. Tethyan emphasizes amenable affirmation with bounded communities and stakeholders, and is committed to the proactive accomplishing of Good International Industry Practice (GIIP) and acceptable health, affirmation and ecology management. Added advice can be begin on Tethyan’s website: www.tethyan-resources.com.
ABOUT ADRIATIC METALS PLC
Adriatic is a bifold listed (ASX and LSE) adored and abject metals charlatan and developer via its 100% absorption in the apple chic Vares Action (the “Project”) in Bosnia & Herzegovina. The Action comprises a celebrated accessible cut abundance at Veovaca and brownfield appraisal at Rupice, an avant-garde adjacent drop which exhibits awfully aerial grades of abject and adored metals.
Adriatic has admiring a apple chic aggregation to both accelerate its appraisal efforts to aggrandize the accepted JORC ability at the high-grade Rupice drop and to rapidly beforehand the Action into the development appearance utilising its aboriginal mover advantage and cardinal position in Bosnia.
More advice can be begin on Adriatic’s website: www.adriaticmetals.com/
Adriatic Metals PlcPaul CroninManaging Director & [email protected]
Tethyan Ability Corp.Fabian BakerPresident & [email protected]
Andjelija VujovicInvestor [email protected]
Emma Chetwynd StapyltonInvestor [email protected]
Tavistock (Financial PR)Charles [email protected] 297 903
Gareth [email protected] 974 264
Edward [email protected] 220 565
Sampling Methodology, Affection Affirmation and Affection Control
The assignment amount and bedrock dent sampling affairs and sampling protocols were supervised by Tethyan’s Appraisal Manager, Mr Andrew Tunningley MAusIMM(CP), who is a Able Actuality as authentic by National Instrument 43-101.
Tethyan’s assignment amount samples were calm from bisected cut PQ and HQ bore core, area the amount was sawn forth a pre-defined acid line. Sample intervals were called by the geologists based on geological belief including attendance of about-face and mineralisation, appearance of mineralisation and lithological contacts. Minimum sample lengths of 0.5 metres and best sample lengths of 2 metres were employed. Anniversary sample advised amid 2 and 13 kg depending on the breadth of the sample and bore of assignment core. Sampling was alone conducted on visually mineralised intervals, including 10 metres either ancillary of the visually mineralised interval. Abstracts appraisal was conducted by the Able Actuality including blockage of abundant geological logs adjoin amount observations, amount photographs and analytic results. In addition, agenda abstracts was absolute application industry accepted software to validate the assignment database above-mentioned to entering abstracts into the adept database. No appraisal assays accept been conducted to date. The dent samples were taken application a bedrock hammer. Typical sample weights were 2 kg per sample. Samples were calm in affection accoutrements and accustomed a altered advertence number.
Quality Affirmation is provided through accouterment of accepted operating procedures for the accumulating and acquiescence of samples as able-bodied as abstracts administration and management. Affection Ascendancy is monitored through the admittance of one certified advertence absolute sample and one bare sample per accumulation of 20 samples. One alike sample is additionally amid per batch. All samples are deeply transported from the action armpit to the ALS Global sample alertness class in Bor, Serbia by ALS couriers. Sample pulps are again beatific to ALS Rosia Montana, Romania by air bales for gold appraisal by 30 gram blaze appraisal with AA accomplishment (code FA-AA23). Multi-element analyses are conducted by ALS Loughrea, Ireland application a awful oxidising assimilation with ICP-MS accomplishment (code ME-ICPORE). ALS’s laboratories are ISO 2005 accredited, apply a Class Advice Administration System for sample tracking, affection ascendancy and reporting, and are absolute of Tethyan.
Historical assignment and underground approach sample abstracts has not been absolute by the Able Actuality and should not be relied aloft as absolute assignment amount does not abide and the underground appraisal apparatus are inaccessible. Absolute conduct was amount conduct of absorbed holes.
The abstruse advice in this account absolution has been advised and accustomed by Tethyan’s Appraisal Manager, Andrew Tunningley, MAusIMM(CP), who is a Able Actuality as authentic by National Instrument 43-101.
TSX VENTURE EXCHANGE DISCLAIMER
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such appellation is authentic in the behavior of the TSX Venture Exchange) accepts albatross for the capability or accurateness of this release.
Certain advice independent herein constitutes “forward-looking information” beneath Canadian balance legislation. Advanced advice includes, but is not bound to, statements with account to the appraisal program. Generally, advanced advice can be articular by the use of advanced analogue such as “expected”, “intends”, “will be”, “look forward”, “looks” or variations of such words and phrases or statements that assertive actions, contest or after-effects “will” occur. Advanced statements are based on the opinions and estimates of administration as of the date such statements are fabricated and they are accountable to accustomed and alien risks, uncertainties and added factors that may account the absolute results, akin of activity, achievement or achievements of Tethyan to be materially altered from those bidding or adumbrated by such advanced statements or advanced information, including: the achievement of the Aboriginal Closing and the Second Closing, cancellation of all all-important authoritative approvals; approaching appraisal programs; basic expenditures and added costs; and added basic requirements. Although administration of Tethyan has attempted to analyze important factors that could account absolute after-effects to alter materially from those independent in advanced statements or advanced information, there may be added factors that account after-effects not to be as anticipated, estimated or intended. There can be no affirmation that such statements will prove to be accurate, as absolute after-effects and approaching contest could alter materially from those advancing in such statements. Accordingly, readers should not abode disproportionate affirmation on advanced statements and advanced information. Tethyan will not amend any advanced statements or advanced advice that are congenital by advertence herein, except as appropriate by applicative balance laws.
To appearance the antecedent adaptation of this columnist release, amuse appointment https://www.newsfilecorp.com/release/55673
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