Corporate finance deals Apr 16 to 20 2018

Tungsten Mining has announced a placement to sophisticated and institutional investors to raise approximately $20 million. Directors have received firm commitments representing approximately 75% of the Placement. Pursuant to the Placement terms, approximately 58,823,529 shares will be issued to sophisticated and institutional investors at an issue price of 34 cents per fully paid ordinary share. For every five (5) new shares subscribed applicants will receive one (1) free attaching option (or approximately 11,764,706 options).

Titan Minerals has executed a binding heads of agreement to acquire Peruvian companies Kairos Capital Peru S.A.C and M&S Transportes y Servicios Generales S.R.L, subject to, among other things, completion of due diligence enquiries to the satisfaction of Titan. The major assets held by Kairos and Mirador include the 100% owned Mirador Copper and Gold processing plant located in Chimbote, Peru and six (6) 100% owned mineral concessions. The Mirador Plant is fully operational and has feedstock stockpiled and ready for processing through its flotation circuit. in the event that Titan proceeds to complete the Acquisition, the Vendors will receive, in aggregate: US$2,000,000 cash; 131,768,112 ordinary Titan shares to be issued in the three tranches.

Proteomics International Laboratories has received $341,808 from the underwriting of the remaining shortfall from the PIQO options (PIQO). This completes the conversion of all PIQ options raising a total of $3.4 million before costs.

Esports Mogul Asia Pacific has divested its equitable interest in German based esports company Challengeme Esports GmbH to American based Unikrn Inc. Under the terms of the transaction, the Company has received the following upfront and deferred consideration: ~A$280,000 in an upfront cash payment; ~A$45,000 in a deferred payment (deferred for 24 months); 71,650 shares in US based Unikrn Inc. valued at ~A$140,000 (deferred for 24 months).

PT Surya Langgeng Utama, a directly wholly owned subsidiary of PT Rajawali Corpora, has closed its takeover offer to acquire all of the ordinary shares in Indo Mines which are not already owned by Rajawali through its associates. The Offer closed at 7:00pm (AEST) on Friday 13 April 2018 with the Bidder and its associates (in aggregate) having a relevant interest in approximately 76.49% of IDO shares on issue.

Kalamazoo Resources has exercised its option to acquire between 80% and 100% equity in three highly prospective gold projects in WA’s Pilbara region. The tenements – previously owned by companies associated with WA resources industry stalwarts, Denis O’Meara and Brett Keillor, have the potential to host significant gold mineralisation By exercising the option, Kalamazoo will: (a) Acquire a 100% interest in all the mineral rights in E45/4887, ELA45/4919 and E45/4722 (“DOM’s Hill”), 100% interest in all the non-lithium mineral rights in E45/4724 (“Marble Bar”) and an 80% interest in in all the non-lithium mineral rights in E47/2983 (“The Sisters”) ; (b) Enter into formal agreements with the Tenement Holders to record the detailed terms of the acquisition; (c) Make a final payment to the Tenement Holders of $100,000; and (d) Issue 3,387,534 Kalamazoo shares to the Tenement Holders. These shares represent a value of $250,000 calculated at KZR’s ASX 5-day VWAP (being $0.0738 per share) prior to the date of execution of the original option agreement.

Emerge Gaming’s reverse takeover of Arrowhead Resources has completed. Emerge Gaming, owner of an eSports platform that has hosted over 10,000 online tournaments, today commenced trading on the Australian Securities Exchange under the ticker “EM1”, following a heavily oversubscribed capital raise of $5 million completed by Hunter Capital Advisors, together with Regency Corporate.

ABM and Ark Mines sign Agreement for the Old Pirate Project

 Fully executed deal adds $2.2M to ABM’s $7.7M available cash for exploration

 In addition, Ark to pay to ABM a 2.5% NSR for gold sales exceeding $5M

 Ark and ABM to negotiate an operator agreement for the Old Pirate Project area within 60 business days for a 10-year period

 Option to purchase the Old Pirate Project for an additional $500,000

 Exclusive option for 60 business days to negotiate an agreement for Buccaneer

Terms and Conditions of the Letter Agreement:

 Negotiation of a 10-year Operator Agreement within 60 business days of the Letter Agreement

 Operator Agreement to commence on receipt of all lawfully required consents

 Ark to pay ABM the sum of $200,000 within 14 business days of the Commencement Date

 Ark to reimburse ABM all ML holding costs on a pro-rata basis, backdated to the execution of the Letter Agreement, within 14 business days of the Commencement Date

 Ark to replace all $1.7M bonds over the ML upon Northern Territory Department of Industry and Resources approval of a Mine Management Plan for the Old Pirate Project Area

 Ark to reimburse ABM $201,412 for rehabilitation within 14 business days from MMP approval 1 13 March 2018

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 Ark to pay all ongoing holding costs and lease expenditure from the Commencement Date

 Ark to pay to ABM a 2.5% NSR for gold produced from the Project Area for any gold sales from the Project Area exceeding the first $5M

 Following the Commencement Date, Ark may purchase the Old Pirate Project at any time for a

consideration of $500,000

 Ark may elect to reduce the ML area to the Old Pirate Project area after an initial 12 month period following the execution of the Letter Agreement, at which point ABM will have the option to agree to reduce the ML area or split the ML

CTI Logistics has placed the shortfall of its dividend reinvestment plan. The company has raised an additional $1.18 million through the issue of 1.09 million shares at $1.08 a share.

Alliance Resources advises that wholly owned subsidiary Alliance Craton Explorer has increased its interest in the Wilcherry Project Joint Venture Exploration Area to 71.09% at 31 March 2018. Trafford Resources Pty Ltd, a wholly owned subsidiary of Tyranna Resources has diluted its interest in the WPJV Exploration Area to 28.91%.

As previously announced, Trafford elected not to contribute to the WPJV approved Programme and Budget for the period 1 July 2017 to 30 June 2018 totalling ~$3.7 million, including administration and overheads. The current change in interests is a result of ACE sole funding expenditure for the quarter ended 31 March 2018. ACE’s interest in the WPJV Exploration Area may increase to 77.5% by 30 June 2018, should actual expenditure reach the approved FY2018 P&B expenditure.

Magnetic Resources has completed the issue of shares pursuant to the Company’s placement announcement dated 5 April 2018, with the Company accepting subscriptions raising a total of $632,250 at $0.15 per share.

The shares will be issued in 2 tranches, with 3,751,000 new shares issued under this notice to sophisticated investors and a further 500,000 shares to be issued to related parties including Non-Executive Chairman, Mr Eric Lim, Managing Director, Mr George Sakalidis and Non-Executive Director Mr Julien Sanderson, subject to shareholder approval at a meeting to be called.

Goldfields Money has received binding commitments from international and local institutional investors, and sophisticated investors to successfully raise gross proceeds of ~$4.7 million by way of a placement of new fully paid ordinary shares. The Placement will result in the issue of 3,379,000 new fully paid ordinary shares at an issue price of $1.40 to raise ~$4.7 million. The new shares will be issued on the same terms as the Company’s existing ordinary shares

Liquefied Natural Gas has executed a Share Sale Agreement with a third-party for the acquisition of all the shares of LNGL’s wholly-owned subsidiary, Gladstone LNG Pty Ltd. In return, LNGL received US$800,000, previously held in a trust account under a previously disclosed Licence Transfer Agreement, and a reimbursement for security deposits posted by Gladstone LNG related to the Fisherman’s Landing project licences. Pursuant to the terms of the Agreement, the Buyer secured ownership of the proposed Fisherman’s Landing LNG project, including the licences and the opportunity to utilize LNGL’s OSMR® technology on a future LNG project at the Fisherman’s Landing Gladstone site. The Buyer shall pay LNGL an additional US$4 million if financial close is achieved for an LNG project at the site.

Copper Mountain Mining Corporation has closed its acquisition of Altona Mining. As part of the acquisition, the Company issued 0.0974 of a Copper Mountain share for each Altona ordinary share, resulting in a total of 53,538,984 Copper Mountain common shares being issued, of which 44,368,605 will trade as CHESS Depository Instruments on the Australian Stock Exchange under the symbol C6C. As a result of the acquisition, Copper Mountain has now added to the Copper Mountain Group 100% of Altona’s assets which include $30 million in cash, a permitted development project in Queensland, Australia and a large mineral land tenure position in a highly prospective area in Queensland, Australia, a mining friendly jurisdiction.

Australian Finance Group is pleased to announce that it has entered into a binding agreement to make a strategic investment of 30.4% of Think Tank Group Pty Ltd for $10.9 million in cash consideration. In connection with the investment, AFG will distribute a white label Commercial Property product through its network of brokers. Thinktank operates primarily as a small ticket (sub $3m) commercial property lender and was established in 2005. Thinktank operates nationally and has a loan book in excess of $750 million. It has established itself as a viable and competitive non-major commercial property lender in a sector that has been bereft of competition and choice for too long.

CFOAM has completed the placement of ordinary shares and issue and allotment of 10,157,143 ordinary shares at $0.175 each to raise $1,777,500. Subject to shareholder approval, Toby Chandler or his nominee will apply for $250,000 and Gary Steinepreis or his nominee will apply for $100,000 as part of, and on the same terms, as the Placement.

Latin Resources has signed a Letter of Intent for the 100% ownership of the Las Cuevas concessions in the province of San Luis, Argentina through the signing of a Binding Letter of Intent with the Vendor. The Las Cuevas mine has been historically linked to lithium mining in San Luis and contains high grade lithium bearing pegmatites. The transaction requires within five days of signing the LOI Latin must pay the vendor US$5,000. This payment has been completed and secures a binding agreement to finalise the Sale agreement. The parties now have one month to finalise the signing of the Sale agreement. The final Sale agreement will consist of the following stages with the following terms and conditions; 1. Within thirty days of signing of the LOI and successful due diligence completed a Sale Agreement will be signed and Latin must pay the vendor US$25,000 2. From the time of signing the Sale Agreement the owner has to meet the following milestones; a. Approval of the Environmental Impact Report for exploration and exploitation. b. At the completion of the exploration and exploitation permit a payment of $175,000 c. Within five days of the approval of the EIR Latin must pay the vendor US$10,000 per month for 12 months. 3. a. On completion of 12 months anniversary of the EIR and to the satisfaction of Latin Resources of the project a payment of US$2,000,000 b. At the 24 months anniversary of approval the EIR a payment of USD$1,000,000