By SensOre Ltd (‘SensOre’ or the ‘Company)’ is pleased to announce the acquisition of the 70% interest in Exploration Ventures AI Pty Ltd (‘EVAI’) it previously did not own, which includes the highly prospective Abbotts North lithium project.
Highlights
SensOre board decides on strategic division of its exploration and technology assets by privatising its technology assets.SensOre Limited to propose rebranding as Premier1 Lithium Limited, emphasising its lithium and critical minerals exploration, pending shareholder consent.The Company has entered an agreement with joint-venture partner Deutsche Rohstoff AG for the acquisition of the 70% interest in lithium assets that SensOre did not already own via a scrip deal.The agreement coincides with a well-supported $3m placement to sophisticated and institutional investors to fund Premier1 Lithium and drilling of the Abbotts North lithium project, which has assays up to 1.25% Li2O (see below), as well as the wider lithium portfolio.The new technology company will operate as an independent, unlisted entity with new venture capital as discussions progress with a number of parties.The expectation is that once regulatory and shareholder approvals are in place, the in-specie distribution of shares in the technology company will be followed by the share issues to DR and placement investors.Current shareholders are entitled to the in-specie distribution of shares in the technology company and will retain their interest in the listed company to be renamed Premier1 Lithium.Premier1 Lithium will retain certain usage rights to the technology which has been instrumental in identifying our existing projects.
Abbotts North 100% SensOre Owned: 70% acquired by SensOre Scrip
The acquisition of the 70% interest in EVAI from its joint venture partner Deutsche Rohstoff AG is for 34.3 million shares in SensOre. Should the acquisition and the $3m share issue outlined below (together the ‘Lithium Transactions’) be approved by SensOre shareholders, Deutsche Rohstoff will hold 19.9% of SensOre. The acquisition includes three tranches of options. Series 1 consists of 6m options exercisable at $0.075; series 2 consists of 8m options exercisable at $0.088; and Series 3 consists of 12m options exercisable at $0.100. All tranches have an expiry of 3 years from the grant date.
Deutsche Rohstoff AG’s VP Geology, Ms Anja Ehser, will join the board as a non-executive director subject to shareholder approval.
Strongly supported $3m Placement to Institutional and Sophisticated Investors
SensOre is also pleased to announce that it has received binding commitments for $3m from new and existing institutional and sophisticated investors for the future exploration focused company in a placement Lead by PAC Partners Securities Pty Ltd (Pac Partners). Should the placement be approved by shareholders, new shareholders will own 34%. The funds will be used to advance early drilling on Abbotts North and the Company’s portfolio of lithium assets including Montague, Yalgoo and Gecko North.
PAC Partners acted as Lead Manager and Bookrunner to the placement (“Lead Manager”). The Lead Manager is entitled to receive 7.5m options exercisable at 10.5c with a three year expiry (subject to shareholder approval at the General Meeting); and 6% fee (plus GST where applicable) payable on the gross proceeds raised under the Placement.
Strategic Changes – SensOre to Change Name to Premier1 Lithium
SensOre will demerge its technology assets (‘Demerger Transaction’). The acquisition of EVAI and placement above are contingent on the technology demerger taking place. Subject to shareholder approval, SensOre has committed to the demerger of the technology assets by 31 January. SensOre has attracted significant interest from a number of strategic investors in the technology company.
As a consequence of the acquisition and demerger, SensOre intends to rebrand as Premier1 Lithium.
Further, the board has resolved to reduce the number of directors to three (3), a number more appropriate for the new strategic direction. As a result, Mr Robert Peck AM, Mr Adrian Manger, Mr Anthony O’Sullivan and Mr Robert Rowe have indicated they intend to submit their resignations.
Conditions Precedent
The Lithium Transactions and the Demerger Transaction are directly or indirectly conditional on the following:
(a) Shareholder approval of the demerger of the technology assets via in-specie distribution and capital reduction; the issue of shares to Deutsche Rohstoff AG for 70% of EVAI; and the issue of the placement shares;
(b) SensOre receiving binding commitments for at least $3m under the placement;
(c) Regulatory and ASX approvals; and
(d) Completion of the Demerger.
If any of the conditions precedent are not satisfied, the Lithium Transactions and the Demerger Transaction may not be able to proceed on the current timeframe. In the event that shareholders do not approve of the transaction, or third parties do not extend the timeframes in the agreements (in the event that time extensions are required), the Lithium Transactions and the Demerger Transaction will not proceed.
ASX and Regulatory Approvals
SensOre will seek advice from ASX on the application of relevant Listing Rules and S3N’s listing at the ASX post- demerger will be subject to receiving relevant confirmations from ASX.
SensOre is pleased to advise that it has received a waiver to Listing Rule 7.24A that allows escrowed shareholders to participate in the in-specie distribution subject to the condition that the shares distributed in- specie are subject to the same escrow period expiring on 11 February 2024.
General Meeting of SensOre Shareholders
SensOre will issue a notice of meeting to procure the shareholder approvals necessary to give effect to these transactions. The meeting is anticipated to be held on or about 17 January 2024. A Notice of Meeting will be dispatched to shareholders by 19 December 2023 being more than 28 days prior to the GM date.
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