Payment will comprise US$4 million cash and US$4 million in shares, and will be subject to satisfaction of milestones as outlined below.
The Fongo Tongo project is located 14kms northwest of the major town of Dschang in western Cameroon and is a high-grade bauxite deposit relative to other deposits around the world. The project covers an area of 916km2 which is very well drained allowing year-round mining and exploration operations. It exists as a series of hilltops on a laterised plateau at between 1500 to 1800 metres above sea level.
The area was first explored in 1956 by the Cameroonian Department of Mines and Geology and again by Alcan in the 1970s and 1980s. All exploration was done by hand and there has been no modern exploration of the project (i.e. never been drilled).
Alcan completed a feasibility study in 1980, which was based on an initial mining target of 1Mt per year of washed bauxite, and a hydro-electric powered alumina refinery producing 400,000t of alumina per year capable of expanding to 1,200,000t of alumina per year. Alcan wrote that the bauxite reserves were calculated at 34.0 Mt at 47.0% Av.Al2O3, and 2.47% R.SiO2 at Fongo Tongo only. The Company believes that these historical results may be equal to the JORC term Inferred Resources, but not reserves. These numbers are in a category varying from indicated (IND) to potential (POT). The low category of the bauxite reserves is emphasized, which means a major exploration program will be required to prove the reserves.
Under the agreement, Whinnen will acquire 85% of Yekani Mining Company (Cameroon) S.A (Yekani) which holds 100% of the Fongo Tongo Bauxite Project. The remaining ownership of Yekani will consist of 15% held by Cameroonian interests. Exploration Licence (Permit de Recherché) number 028 was granted to Yekani in March 2006. If a mineable resource is outlined, Whinnen plans to convert the tenement to a mining or exploitation permit, in which the Cameroon Government will have up to a 10% shareholding in Yekani.
There is scope to increase the tonnage of bauxite, as other occurrences at nearby locations have not been followed up. Other bauxite occurrences are located within the permit area; among these, those at Djeu, Melang, Bamboutos, Fomdjoumetah and Bamboutos North have been subject to reconnaissance pitting.
Recent sampling by Whinnen indicated grades of up to 54% Al2O3 at surface. Bauxite is easy to surface drill when compared to other commodities as it is near surface and of a soft nature. Bauxite is classed as a bulk mining commodity such as iron ore and coal.
A feasibility report written by Alcan in 1980 was based on an initial mining target of 1,000,000 tonnes per year of washed bauxite and a hydro-electric powered alumina refinery producing 400,000t of alumina per year capable of expanding to 1,200,000t of alumina per year.
The project area is well serviced by the town of Dschang which is connected by sealed roads to the capital Yaounde and the Port of Douala. There is an electricity grid and telecommunications, including mobile phone service, over the area. The area also has abundant flowing water and a large pool of potential labour.
It is envisaged that the bauxite could be mined and washed onsite and then transported by slurry pipe to the Douala, Cameroon's major port capable of handling ocean-going ships. Douala is Cameroon's second largest city and is well developed, and the centre of much of the country's oil industry.
Current global aluminium production is around 38Mt per year, which is forecast to increase to 55Mt by 2013. This means an additional 17Mt of aluminium metal - implying another 33Mt of alumina capacity and 80Mt of Bauxite capacity. The aluminium market needs increasing reserves of high grade bauxite low in contaminants and located near low-cost power sources. The Fongo Tongo Project has these attributes.
Whinnen initially plans to sell bauxite from the Fongo Tongo Project to alumina refineries. There is growing demand from alumina refineries in China, Russia, and the Middle East. China is a potential new market for bauxite and the average import price for bauxite to China has risen over 40 per cent over the past year, and imports have risen to 8Mt a quarter.
With the cooperation of the Cameroonian Government, Whinnen hopes to establish an alumina refinery in Cameroon in the medium term, using carbon friendly hydroelectric power.
Compared with other African countries Cameroon enjoys relative political and social stability, which has permitted the development of agriculture, roads, railways, and large petroleum and timber industries. A new and modern mining code which promotes investment in exploration and mining was drafted and published in 2001, and came into force in 2004.
Fongo Tongo is relatively high-grade bauxite deposit when compared with other deposits around the world, as can be seen from the table below. The amount of reactive silica is also favourable.
Deposit Name Al2O3% R.SiO2 --------------------------------------------------------- Fongo Tongo Mining Outline Based On Alcan Prefeasibility 47 2.72 Alcoa Darling Range reserves 32.5 unknown Worseley Boddington 30.7 unknown Alumina (Alcoa) - Cape Bougainville (Has Resource/Environment Sensitivities) 36 1.9 Alumina - Alcoa Mitchell Plateau (Has Environment Sensitivities) 46.8 4.6 Vale - Paragominas 50 4% --------------------------------------------------------- Table 1 - Various Bauxite Deposits with published gradesFUTURE WORK AT FONGO TONGO
Whinnen's priority after satisfactory completion of Due Diligence is to;
1. Prepare an exploration and drilling programme based upon a desktop review of the previous data and on-site review.
2. Convert any previous resource to JORC compliant status, if possible. To fast track trenching and drilling to estimate JORC resource of 100 Mt.
3. Initiate an optimisation study to access infrastructure and all factors affecting project economics including hydroelectric power, slurry pipeline and economics of exporting bauxite versus alumina.
4. Given the favourable mineralogy of the resource, the company will be evaluating all options including the likelihood of an Alumina refinery in the medium term.
The area is well serviced by the large town of Dschang which is connected by sealed roads to the capital Yaounde and the Port of Douala. There is an electricity grid, telecommunications, including mobile phone service over the area. The area has abundant flowing water and a large pool of potential labour.
It is envisaged that the bauxite could be mined and washed onsite and then transported by slurry pipe to the Port of Douala. This would be similar to the recently commissioned 242 km long slurry pipeline which is operating successfully at Paragominas in Brazil. There is a hydroelectric power station at Edea to the south and sites for many other hydroelectric power stations within close vicinity.
The city of Douala is the second largest in Cameroon. It is a well developed city and the centre of much of the country's oil industry. The port at Douala is a capable of handling 30,000 tonne ships.
The Port of Douala is currently importing alumina for the Rio Alcan's Hydropowered Aluminium Smelter at nearby Edea. There is currently no alumina plant in Cameroon.
Since 1980 the price of bauxite and alumina has increased significantly as the world's energy resources have become more expensive and demand increases for aluminium. Current production is around 38 Mt per year. This is forecast to increase to 55Mt by 2013. This means an additional 17Mt of aluminium metal, implying another 33Mt of alumina capacity, 80 Mt of Bauxite capacity, and new electricity generating capacity of 29,000MW.
The aluminium market needs increasing reserves of bauxite that is of a high grade and low in contaminants located near low-cost power sources.
The Fongo Tongo Project has these attributes.
BAUXITE AS A SALEABLE PRODUCT
Whinnen Resources Limited initially plans to sell the bauxite to alumina refineries. There is growing demand from alumina refineries in China, Russia, and the Middle East. Until recently, bauxite and alumina production has essentially been established to service the large aluminium companies needs, but sales of bauxite to third parties is becoming more common. China is a potential new market for bauxite. In China, imports have increased over the past three quarters as a response mostly to the dropping of import duties. The average import price for bauxite to China has risen over 40 per cent over the past year, and imports have risen to 8Mt a quarter.
THE REPUBLIC OF THE CAMEROON
The Republic of Cameroon is a unitary republic of central and western Africa. It borders Nigeria to the west; Chad to the northeast; the Central African Republic to the east; and Equatorial Guinea, Gabon, and the Republic of the Congo to the south. Cameroon's coastline lies on the Bight of Bonny, part of the Gulf of Guinea and the Atlantic Ocean. The country is called "Africa in miniature" for its geological and cultural diversity. Natural features include beaches, deserts, mountains, rainforests, and savannas. The highest point is Mount Cameroon in the southwest, and the largest cities are Douala and Yaoundé the capital.
Cameroon became a German colony in 1884. After World War I, the territory was divided between France and Britain as League of Nations mandates. In 1960, French Cameroon became independent as the Republic of Cameroon. The southern part of British Cameroons merged with it in 1961 to form the Federal Republic of Cameroon. The country was renamed the United Republic of Cameroon in 1972 and the Republic of Cameroon in 1984.
Compared with other African countries, Cameroon enjoys political and social stability. This has permitted the development of agriculture, roads, railways, and large petroleum and timber industries.
A new and modern mining code was drafted and published in 2001. The new law came into force in 2004 and promotes investment in exploration and mining.
DETAILS OF ACQUISITION
Pursuant to a conditional agreement, Whinnen proposes to acquire 85% of the issued capital of Yekani, inclusive of all rights, title and interest in the tenements.
The consideration for the acquisition is as follows:
1. A non-refundable payment of US$150,000, to be paid within 7 days of execution of the agreement, for the right to conduct due diligence on the Fongo Tongo Bauxite Project. In the event that Whinnen elects to proceed with the acquisition the US$150,000 shall form part of the acquisition consideration;
2. The payment of US$350,000 into an interest bearing escrow account, within 7 days of execution of the agreement. In the event that Whinnen elects to proceed with the acquisition the US$350,000 will be released to the Vendors as part consideration for the acquisition;
3. On expiration of the due diligence period (being approximately six months), should Whinnen elect to proceed with the acquisition, the consideration for the acquisition shall be the payment to the Vendors of up to USD$4 million in cash and the issue of up to US$4 million in Whinnen shares, to be satisfied as follows:
(i) Within 60 days of the election to proceed, payment of the sum of US$1.5 million in cash and US$2 million in Whinnen shares to be issued at an issue price determined as the VWAP based on the 7 trading days from the date of the announcement of satisfactory completion of Due Diligence; and
(ii) On the proving of a JORC compliant resources of not less than 100 Mt at grades better than 40% Al2O3 pre-washed, payment of the sum of US$2 million in cash and US$2 million in Whinnen shares to be issued at an issue price determined as the VWAP based on the 7 trading days from the date of announcement of satisfactory completion of Due Diligence.
Pursuant to the terms of the agreement, no less than sixty (60) percent of shares issued as consideration under the agreement will be subject to voluntary escrow for a period of 12 months from the date of issue.
The agreement is subject to a number of conditions, inter alia;
(i) the shares in Yekani being transferred free of all encumbrances;
(ii) completion of satisfactory due diligence; and
(iii) the obtaining of any necessary shareholder and regulatory approvals for the proposed transaction.
As the consideration for Yekani comprises the issue of shares in Whinnen, such issue may require the approval of shareholders in general meeting. If necessary, a Notice of General Meeting and Explanatory Memorandum will be dispatched to shareholders immediately following a decision by the Board to proceed with the proposed acquisition.
Tenement Subject of Agreement
The Exploration Licence issued by the Government of Cameroon, is known as "Permit de Recherché" Number 028 MINIMIDIT/DMG/SDAM, applicable for bauxite.
Vendors and Apportionment of Consideration
- Emmanuel Tem
- François Ekoko
- François Kamdom
- Arrow Creek Investments 169 (Pty) Ltd
- Thunderstorm International
- Nahum Holdings Limited
Total Option Consideration US$ 150,000
Total Possible Consideration US$ 8,000,000
FUTURE POSSIBLE CAPITAL RAISING
Subject to satisfactory completion of due diligence on the Fongo Tongo Bauxite Project and a decision by Whinnen to proceed with the acquisition of Yekani it is proposed, subject to shareholder approval, to raise a yet to be determined amount through the issue of new shares and options.
IMPORTANT NOTICE REGARDING NON-JORC RESOURCES
1. The data contained in this announcement relating to the resources at Fongo Tongo does not comply with the JORC Code ("Historical Data"). The historical Data is not reported in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration the resource or reserve will ever be able to be reported in accordance with the JORC Code.
2. The Historical Data is extracted from the following reports:
a. First phase feasibility study of the Bauxite Deposits of Fongo Tongo Area Cameroon, Report Number M-ER-222-80, August 1980, by Alcan International Limited.
b. Western Region of Cameroon, prefeasibility Study for an Integrated Bauxite-Alumina-Aluminium Industry, January 1984, by Alcan International Limited.
c. Technical Report on Work carried out at the Fongo Tongo Permit Area, April 20 2007, Yekani Mining Company Cameroon SA.
3. The Company believes the Historical Data is relevant to shareholders and the market generally as it is fundamental to an understanding of the potential mineralisation of the area and the Fongo Tongo Project. Alcan are an internationally reputable company and the amount of work done indicates that their work has relevance.
4. The Company believes that the Historical Data is reliable as it was commissioned and performed by Alcan International - a highly respected international mining house with experience in developing such projects. Alcan's resource was based on long trenches and hand dug wells up to six metres. There was no drilling done at all as mineralisation is shallow and flat-lying. All trenches and wells were logged. The quality of assay data and laboratory tests is not known but of sufficient accuracy for Alcan to commission a pre-feasibility study. Mapping and surveying seems to be of a high standard but before the advent of Global Positioning System (GPS). The nature of the historic work programs seem thorough and based on conservative parameters.
5. The Historical Estimate is material as it was carried out by Alcan International, who already had an aluminium smelter in Cameroon and was looking to prove up bauxite resources. The size of Fongo Tongo and published grades indicate that it could be economic to mine. Whinnen plans to resample the existing pits and trenches as well as conduct drilling in existing and new locations within the Fongo Tongo project area. Whinnen intends to initially fund the program from current cash reserves and raising money through the placement of more shares subject to shareholder approval. All other Whinnen projects will be continued to be explored.
6. The Company believes that these historical results may be equal to the JORC term Inferred Resources, but not reserves. Alcan wrote that the bauxite reserves were calculated at 34.0 Mt at 47.0% Av.Al2O3, and 2.47% R.SiO2 at Fongo Tongo only. These numbers are in a category varying from indicated (IND) to potential (POT). The low category ("indicated" to "potential") of the bauxite reserves is emphasized, which means a major exploration program will be required to prove the reserves.
7. Whinnen has conducted an initial scouting trip to the area. Metallurgical testing by Whinnen indicates grades of up to 54% Al2O3, in random samples.
8. The Company intends to bring the Historical Data into compliance with the JORC Code within 6 months of execution of the agreement detailed in this announcement. The matters to be further evaluated include historical assay techniques and accuracy, existence of sampling trenches and wells, resampling and new trenching and possibly drilling of the Fongo Tongo area.
9. The ASX has granted a waiver to Listing Rule 5.6 to allow the Company to disclose the Historical Data and the announcement is otherwise in compliance with ASX guidelines and all company updates.
The information in this report which relates to Historical Data is based on information compiled by William Witham, who is a Member of the Australasian Institute of Geoscientists. William Witham is a full-time employee of Whinnen Resources Limited and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". William Witham accepts responsibility for the accuracy of the information disclosed regarding the Historical Data and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
Whinnen Resources Limited