Darlington-based ‘mineral exploration project generator’ 31 Explore Ltd has been acquired by Tanzania-focused Katoro Gold plc for 750 million warrants, under a heads of terms agreement.
POWER METAL
Katoro’s non-executive chairman Sean Wade, who is also chief executive of Power Metal Resources plc which holds 35% of Katoro, beneficially owns 14.29% of 31 Explore.
Incorporated on 24 February 2023, 31 Explore’s co-founding directors are Power Metal’s chief operating officer, James Tosh, and technical director of Power Metal’s uranium joint venture Fermi Exploration Ltd, Jack Dann.
Katoro plans to appoint Mr Tosh as a board non-executive director and retain Mr Dann as part-time geological and exploration consultant over the new claims.
The company said that 31 Explore’s portfolio in Ontario covers 12,792 hectares (127.92km2) with 612 operational cell claims.
A subset of 381 priority claims comprise six lithium projects and one rare earth elements over 8,161 ha across 11 properties of contiguous claims.
Katoro’s recently appointed full time chief executive Patrick Cullen, previously interim, added that the company was in discussions with Planetary AI Ltd, specialising in artificial intelligence-driven Xplore system, to identify and rank exploration targets.
FUNDRAISE
Katoro will acquire 31 Explore in exchange for warrants over ordinary Katoro shares consisting of 375 million priced at 0.10p and 375m at 0.15p.
The company has also conditionally raised £317,500 via the issue of 635m new ordinary shares at a placing price of 0.05p per placing share, subject to approval at a general meeting.
Mr Cullen subscribed for 20m shares for a total £10,040, after which he will beneficially interested in 20,080,000 new ordinary shares, representing 0.88% of the company’s enlarged issued share capital.
Each placing share will have one warrant attached to subscribe for one new ordinary share at an exercise price of 0.07p per new ordinary share for a period of three years.
Proceeds will be used for exploration across the new claims and at Katoro’s existing White Pine uranium project in Northwest Ontario as well as for general working capital.
Shareholders will also vote on the sub-division of each existing ordinary share into one new ordinary share with a nominal value of 0.01p and one deferred share with a nominal value of 0.09p.
The company will additionally issue a further 38m ordinary shares on the same terms of the placing to settle future fees of £19,000.
Following admission of the placing and fee shares,the company will have 2,269,420,573 ordinary shares in issue, each with one vote.
LAKE VICTORIA
In addition to its Tanzania gold and conditional Canada licences, Katoro’s website states that the company is owed €792,000, due in December 2023, from Australian company Lake Victoria Gold under a 2022 joint venture agreement.
Katoro adds it is taking legal advice on the matter.
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