Manas Resources Limited ('Manas' or 'Company' | ASX: MSR) is pleased to announce that it has entered into a Sale & Purchase Agreement with Resolute Mining Ltd and its wholly owned subsidiary Toro Gold Ltd to acquire the shares in two subsidiaries, resulting in the acquisition of 100% of the Resolute's exploration interests in Cote d'Ivoire ('Resolute Sale Agreement').
The Resolute interests in Cote d'Ivoire include a 76.5% interest in a joint venture ('Resolute-Predictive Joint Venture') with Predictive Discovery Ltd ('Predictive'), a 100% interest in various exploration permits and applications and an extensive amount of exploration equipment.
In addition, Manas has entered into a Share Sale Agreement with Predictive ('Predictive Sale Agreement') to acquire 12.5% of Predictive's current 23.5% interest in the Resolute-Predictive Joint Venture company, such that Manas will hold an 89% interest in this joint venture upon completion. Manas and Predictive have entered into a new joint venture agreement ('Manas-Predictive Joint Venture Agreement') whereby Manas will have management and decision-making authority over the joint venture and Predictive's 11% interest will be free carried to 'Decision to Mine' and grant of a mining permit. A Decision to Mine may be made by majority decision. Manas' and Predictive's interests in the mining joint venture company will be diluted pro-rata to account for any Cote d'Ivoire government interest.
If Predictive's interest falls below 10% in the mining joint venture company, its interest will convert to a 1.0% net smelter royalty ('NSR') and disposes of its interest to Manas at that time. Both the Predictive Sale Agreement and Manas-Predictive Joint Venture Agreement are conditional upon completion under the Resolute Sale Agreement. Both Resolute and Predictive have waived mutual pre-emptive rights over the other parties' interest in the Resolute-Predictive Joint Venture. The Resolute Sale Agreement and the Predictive Sale Agreement are together referred to as the 'Acquisition'. Further details of the Resolute Sale Agreement, the Predictive Sale Agreement, the Manas-Predictive Joint Venture Agreement and a net smelter royalty granted to Resolute are detailed below under the heading 'Transaction Terms'.
Manas shareholders will be required to approve the Acquisition under ASX Listing Rule 10.1 as Resolute holds approximately a 25% shareholding in Manas. Manas has engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert report ('IER') which will be provided to Manas shareholders together with a Notice of Meeting. The shareholder meeting is expected to be held in July 2021, with completion of the Acquisition soon thereafter.
Overview of Gold Projects Summary
The granted permits under the Acquisition cover a combined area of 3,849km2 and will increase Manas' granted ground position in Cote d'Ivoire to 4,880km2. A further 2,346km2 of exploration permit applications are included in the Acquisition, which when combined with Manas' existing exploration applications, increases Manas' total ground position to 8,400km2
Northern Cote d'Ivoire Focus
Assuming completion of the Acquisition, Manas' exploration focus will be concentrated on the three most advanced and highly prospective projects in northern Cote d'Ivoire, an area where Manas' management has demonstrated exploration success with the discovery of the Bagoe (Antoinette) deposits by Exore Resources Ltd (acquired by Perseus in September 2020 for A$80m).
These three projects are: Boundiali Gold Project | JORC Resource delineation and step-out drilling on the large-scale 6km 'Nyangboue' discovery; Ferke Gold Project | step-out on the 'Ouarigue South' discovery and first pass drilling on other targets along the >16km 'Leraba Gold Trend' and Tongon North Gold Project | mapping, geochemical sampling, auger and aircore drilling across several large untested gold-in-soils anomalies across a consolidated 1,840km2 ground position
In addition, Manas will continue to explore its Eburnea Gold Project in central Cote d'Ivoire where previous regional soil sampling by Manas identified several large-scale, untested gold-in-soil anomalies (refer ASX announcement 4 August 2020).
Manas is currently undertaking an infill soil sampling program at the Eburnea Gold Project to better define the more coherent soil anomalies to allow for auger drill testing. Manas will undertake low-cost reconnaissance exploration across the remaining granted exploration portfolio to determine the most appropriate approach to these remaining projects to maximise shareholder value from this large and exciting ground position.
Boundiali Gold Project (to be held in Manas-Predictive JV)
The Boundiali Gold Project covers two contiguous granted exploration permits covering 572km2. The southern exploration permit (PR414) is held 100% by the Resolute-Predictive JV and has been the focus of exploration work and includes the Nyangboue gold discovery. The adjoining northern exploration permit (PR808) is held by a joint venture company with a 35% shareholding held by the Resolute-Predictive JV and the remaining 65% shareholding held by a local joint venture partner. A term sheet between the parties provided for a progressive increase in the shareholding of the Resolute-Predictive Joint Venture to 85% (initially to 65% by sole funding US$0.4m and then to 85% by sole funding a definitive feasibility study).
No exploration work has been undertaken on this northern exploration permit over the past 2-3 years as the local joint venture partner is disputing the validity of the earn-in terms. Manas has been in discussions with the local joint venture partner to resolve this dispute but no agreement has yet been reached. Manas's focus for the Boundiali Gold Project is on the southern exploration permit where direct ownership is held.
The Boundiali belt is a highly prospective greenstone belt hosting Resolute's world class Syama gold operation and Tabakoroni deposit. On the belt's southern extension into Cote d'Ivoire several smaller high-grade deposits have been discovered, including Perseus Mining Ltd's Sissingue gold operation and Bagoe deposits and Montage Gold's recent 3.2Moz Kone gold discovery to the southwest where it merges with the Senoufo belt.
Manas' management team has demonstrated exploration success on the Boundiali belt with the discovery of the Bagoe deposits by Exore Resources Ltd (acquired by Perseus in September 2020) and believe the Boundiali belt remains prospective for further discoveries, including world class deposits. The Boundiali project area covers the under explored southern extension of the Boundiali belt where a highly deformed synclinal greenstone horizon traverses finer grained basin sediments and to the west Tarkwaian clastic rocks lie in contact with a granitic margin
Initial exploration undertaken on the southern permit of the Boundiali Gold Project included stream sediment sampling and 7,000 geochemical soil samples collected over the permit area. Detailed aeromagnetic and IP surveys have also been conducted across the permit.
Ferke Gold Project (to be held in Manas-Predictive JV)
The Ferke Gold Project comprises a granted exploration permit covering 300km2 located on the eastern margin of the Daloa greenstone belt at the intersection of major regional scale shear zones, in northern Cote d'Ivoire. The Manas-Predictive JV is earning into an 85% interest in the Ferke exploration permit in joint venture with a local partner, Gold Ivoire Minerals SARL ('GIV'), by sole funding exploration through to a Definitive Feasibility Study ('GIV Joint Venture'). Under the GIV Joint Venture, a 51% interest was to be earned by spending US$1m (which has been achieved and accepted by GIV), a 65% interest by sole funding a further US$2m of expenditure and then 85% by funding completion of a Definitive Feasibility Study ('DFS').
Upon completion of a DFS, GIV may convert its 15% interest to a 1.5% NSR, in which case the Resolute NSR will be reduced to 1.0% such that the total NSR is 2.5%. GIV is also entitled to a payment of US$1.00/ounce of JORC Reserves defined in the DFS. Initial exploration undertaken at Ferke Gold Project during 2016 and 2017 comprised of several phases of geochemical stream and soil sampling across the permit area with 8,000 samples collected which defined the >16km gold-in-soils 'Leraba Gold Trend'.
Detailed aeromagnetics were flown over the eastern portion of the Ferke Project area in early 2017 covering the Leraba Gold Trend. Aeromagnetics suggests the Leraba Gold Trend is associated with a largescale flexure on regional scale shear zones.
The Ouarigue South discovery is hosted in a strongly altered and veined granitic intrusion which is not well constrained. Deformation of the host granitic body is controlled by a kilometric scale shear zone associated with the >16km Leraba Gold Trend.
Interpretation of detailed aeromagnetic survey data flown in 2018 suggests that there are many granitic intrusions along the Leraba Gold Trend. Moreover, given the structurally controlled nature of mineralisation and the large scale of the controlling structure there is potential for other favourable lithologies to host volumetrically significant mineralisation.
The Ferke Gold Project will be a particular focus for Manas with follow up drilling planned at Ouarigue South along with drilling of other anomalies along the Leraba Gold Trend.
Tongon North Project (to be held 100% by Manas) The Tongon North Project is comprised of three granted exploration permits (PR642, PR643 and PR645) to be held 100% by Manas (subject to the Randgold first right of refusal, refer below 'Transaction Terms'). The permits are contiguous with the two granted permits (PR272 and PR875) and one application already held by Manas (formerly referred to as the Mbengue Gold Project).
Together the five granted permits and one application, collectively referred to as the new Tongon North Project, will cover 1,840km2 of the highly prospective Senoufo greenstone belt. The Senoufo greenstone belt host Barrick Gold's 4.5Moz Tongon gold operation and Endeavour Mining's 3.2Moz Wahgnion gold operation (located on the belts continuation into Burkina Faso).
Manas will hold a majority of the Senoufo belt between the Tongon and Wahgnion operations. The Senoufo belt also hosts Montage Gold's recent 3.2Moz Kone gold discovery to the southwest where it merges with the Boundiali belt. The Senoufo greenstone belt is a typical Birimian greenstone belt, comprised of intercalated fine-grained sediments, intermediate volcanoclastics and mafic volcanic flows intruded by multiple phases of plutonic rock ranging from gabbroic to granitic in composition. While overarchingly orogenic and structurally controlled, multiple styles of mineralisation from vein and shear hosted to skarn related occur across a variety of mineralised hosts including volcanoclastic, sedimentary, gabbro and granite.
The area covered by the newly acquired Resolute permits has seen regional exploration by Randgold (now Barrick) and Resolute which identified multiple large gold-in-soils anomalies which have seen very limited historical reconnaissance drilling. Resolute has only undertaken very limited shallow, reconnaissance aircore drilling, totalling 14,315m, across the project area. As part of the acquisition process Manas has undertaken a belt-scale prospectivity analysis.
Historical exploration has defined several large-scale gold anomalies in favourable geological settings that remain untested. Manas will systematically follow up surface gold anomalies in favourable structural settings with low-cost auger and aircore drilling to better define RC drill targets.
Contact:
Justin Tremain
Tel: +61 8 9380 6062
Email: justin@manasresources.com
TURACO GOLD LIMITED 
