Awalé Resources Limited (TSX-V: ARIC) is pleased to announce the closing of  the previously announced private placement as part of a transaction ( NR dated 31 May 2022, https://www.awaleresources.com/news/2022/Newmont Exploration JV- Odienne) with Newmont Ventures Limited , a wholly-owned subsidiary of Newmont Corporation (NYSE: NEM) (TSX: NGT). 

The Transaction as disclosed below, comprises a Private Placement and an Exploration Agreement on the Odienné Project, Côte d’Ivoire dated as of May 27, 2022 with Newmont.

The Odienné Project currently has two primary targets for world-class discoveries: i) the gold-rich Empire corridor which includes Awalé’s Empire Main high grade gold discovery and, ii) the recently defined large Sceptre Iron Oxide Copper Gold target.  Further to these the remainder of the granted license and the contiguous application permit remains underexplored and has significant IOCG potential.

Private Placement

The Company has finalized its non-brokered private placement as announced May 31^st, 2022, consisting of 3,232,994 common shares issued to Newmont at a price of $0.197 per share raising gross proceeds of $636,900 (the “Offering”). The proceeds of the Offering are to be used for ongoing exploration expenditure on the Company’s Côte d’Ivoire projects. All securities issued under the Offering are subject to a hold period trading restriction which will expire on October 16, 2022.

As a result of the Offering, Newmont has become an insider of the Company having acquired 10.49% of the Company’s current issued and outstanding shares.

Key Terms of Exploration Agreement

The Exploration Agreement gives Newmont the option to fund exploration activities up to a pre-feasibility phase on the following basis:

Phase 1 Newmont can earn a 51% interest in the Odienné Project by:

• Sole Funding US$5 million in exploration expenditures within three years of the effective date of the Exploration Agreement.
• The Odienné Project will be operated by Awalé during this time.

Phase 2- Newmont may earn an additional 14% interest for a total of a 65% interest in the Odienné Project by:

• Funding a further US$10 million in exploration expenditure, and
• Defining a minimum 2-million-ounce gold resource.
• Newmont has the option to elect to become project manager upon commencement of Phase 2.
• Phase 2- Newmont may acquire an additional 10% interest, not held by Awalé, for a total of a 75% interest in the Odienné Project:
• Newmont has separately entered into an exclusive option agreement to purchase the minority 10% interest in the Odienné Project, which, if exercised, would increase Newmont’s interest to 75%.

To facilitate this option Awalé advanced the minority holders US$100,000.  These funds are to be repaid by Newmont prior to December 31, 2023 and bears interest at a rate of US prime plus 4.5%.

Post-Phase 2

• Awalé may maintain its 25% project interest by funding its proportionate cost of a feasibility study on the Odienné Project and development of a mine. In the event Awalé elects not to fund then Awalé can dilute down to a net 15% and effectively be carried to production on the following basis

Canadian Early Warning Disclosure

Newmont announces today that pursuant to a subscription agreement entered into between Newmont and the Company, it has acquired 3,232,994 common shares of the Company (“Shares“) constituting 10.49% of the issued and outstanding common shares of the Company. The Shares are acquired at a price of $0.197 per share for aggregate subscription proceeds of $636,900. Prior to this acquisition Newmont did not hold any securities of the Company.

Newmont has acquired the Shares for investment purposes, and in the future Newmont may, from time to time, increase or decrease its investment in the Company through market transactions, private agreements, treasury issuances or otherwise, depending on market conditions and any other relevant factors.

Newmont’s head office is located at 6900 E Layton Avenue, Suite 700, Denver, CO 80237.

An early warning report will be filed by Newmont in accordance with applicable securities laws and will be available under the Company’s profile on the SEDAR website at www.sedar.com, and may also be obtained by contacting the persons named below.

About Newmont

Newmont is the world’s leading gold company and a producer of copper, silver, zinc and lead. The Company’s world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value creation, supported by robust safety standards, superior execution and technical expertise. Newmont was founded in 1921 and has been publicly traded since 1925.