Macphersons Resources : Sale of Coolgardie Gold Assets for A$10m

ASX Code: MRP

Contact Details

PO Box 10977

109 Maritana Street

Kalgoorlie WA 6430

T [phone]

F [phone]

E [e-mail]

ABN 98 139 357 967

ASX Announcement 3 August 2016

Sale of Coolgardie Gold Assets for A$10m

• MacPhersons Resources to sell its 100% owned Coolgardie gold assets for A$10m.
• The company will focus on the Nimbus silver and Boorara gold advanced projects and the surrounding highly prospective exploration tenements.

   The sale will provide invaluable working capital for the

  Board of Directors

  Ashok Parekh

  Non-Executive Chairman

  Jeff Williams

  Managing Director

  Peter Rozenauers

  Non-Executive Director

  development of Nimbus and Boorara projects. Sale of Coolgardie Gold Assets

  MacPhersons Resources Limited ("MacPhersons") is pleased to announce it has entered a Binding Heads of Agreement ("Agreement") with Primary Gold Limited ("Primary") for the sale of its 100% owned Coolgardie gold assets ("Assets").

  Completion of the sale of the Assets and all final regulatory approvals is expected to occur over the next two months.

  Under the Agreement, Primary will pay MacPhersons A$10m from signing of the Agreement on Tuesday 2 August ("Signing"). The Agreement will be satisfied by A$5m in cash, to be paid in instalments over a 12-month period and A$5m comprised of 40 million Primary ordinary shares with an issue price of 12.5 cents per share. The Primary ordinary shares will be subject to escrow periods as detailed below over 12 months from Completion.

  The Agreement covers the entire MacPherson's tenure in the Coolgardie gold belt some 39 kilometres west of Kalgoorlie in Western Australia (see Figure 1).

  Commenting on the decision to sell the Coolgardie gold assets, MacPherson's Managing Director Jeff Williams said:

  "The sale is part of our plan to focus on our core assets at the Nimbus silver and Boorara gold advanced projects, 10 kilometres south-east of Kalgoorlie. In addition, we will now be able to take advantage of our highly prospective exploration tenements adjacent to the Kalgoorlie super pit and minimise our financial commitments outside our core advanced projects".

  The details of the Agreement are:

  The parties agree to negotiate in good faith the Formal Agreement with a view to executing the Formal Agreement as soon as possible following execution of the Agreement.

  The Agreement is conditional on satisfying all the clauses outlined below:

  • MacPhersons and Primary shareholders providing all required approvals for the transaction;

  • All necessary governmental consents and approvals to the matters set out in the Agreement under the Mining Act;

  • MacPhersons must obtain all necessary consents and waivers (including a consent and waiver from royalty owners) to proceed with the Acquisition, including entry into any assignment or novation deeds with any required third parties;

  • The tenements comprising the Assets will be free of all liabilities, mortgages and other encumbrances except for the Environment Liabilities (as defined in the Mine Closure Plan) and the royalties which will be listed in the Formal Agreement.

    Cash payments are to be made to MacPhersons as follows:

  • Primary pay MacPhersons a deposit of A$0.5m in cash within 2 business days of signing the Agreement;

  • On Completion under the Formal Agreement, Primary pay A$1.5m to MacPhersons;

  • Six (6) months from Completion, Primary pay A$1.5m to MacPhersons;

  • 12 months from Completion, Primary pay the final cash payment of A$1.5m to MacPhersons;

  • MacPhersons will have a lien (or mortgage) over the Assets. The issue of Primary Shares to MacPhersons are as follows:

  • The 40 million shares at an issue price of 12.5 cents per share.

  • The Shares will be escrowed in three equal tranches over the 12 months from Completion:

    • One third of the Primary ordinary shares or 13,333,333 will be escrowed for six (6) months;

    • The second tranche of Primary shares of 13,333,333 will be escrowed for nine (9) months, and

    • The final tranche of 13,333,334 Primary shares will be escrowed for 12 months.

Figure 1 - Location of the Coolgardie Gold Assets

For further information please contact: Jeff Williams

Managing Director

[phone]

About MacPhersons

MacPhersons Resources Ltd (MRP) is a Western Australian resource company with a number of advanced gold, silver and zinc projects.

The company's long term objective is the development of its existing assets and unlocking the full potential of its 100% owned highly prospective Boorara and Nimbus projects.

For more information on MacPhersons Resources Limited and to subscribe for regular updates, please visit our website at: www.mrpresources.com.au or contact our Kalgoorlie office on [e-mail] or

- 08 9068 1300.

Location of the Boorara-Nimbus Projects area, 10 km east of the Kalgoorlie Super Pit, Showing the Nimbus Mill Site and the Boorara Gold Project with 1km of Nimbus.