Rafaella Resources : agrees strategic Portuguese tungsten acquisition

Rafaella Resources

Limited

onlyABN: 49 623 130 987

ASX: RFR

Pr jects

SPAIN use• Santa Comba

W-Sn development

CANADA

• Midrim/Laforce

Ni-Cu-PGM exploration

• McCleery

Au-Co-Cu-Ag exploration

personalForRegiste ed Address Level 8

175 Eagle Street

Brisbane QLD 4000 AUSTRALIA

Postal Address

GPO Box 2517 Perth

WA 6831 AUSTRALIA

1. [phone]

1. [phone] [e-mail] www.rafaellaresources.com.au

For further information please contact: Rafaella Resources

Steven Turner

Managing Director [phone] [e-mail]

ASX ANNOUNCEMENT 23 November 2021

Strategic Tungsten Acquisition -

Borralha and Vila Verde Projects

Rafaella Resources Limited (ASX:RFR) ('Rafaella' or the 'Company') is pleased to announce that it has executed a binding heads of agreement ('HoA') with PanEx Resources Ltd ('PanEx') for the acquisition of Pan Iberia Ltd ('Pan Iberia'). Pan Iberia, through its 100% subsidiary, PanMetals Unipessoal Limitada ('PanMetals') holds the contractual rights to acquire 100% of the Borralha tungsten project ('Borralha') and 90% of the Vila Verde tungsten project ('Vila Verde') from Minerália - Minas, Geotecnia e Construcoes, LDA ('Minerália').

Investment Highlights

• Rafaella has signed a binding heads of agreement to acquire Pan Iberia, the owner of options over the Borralha and Vila Verde tungsten projects in northern Portugal
  (the 'Projects').
• Tungsten is classified as a critical metal by the European Commission, the United States and Australia, with benchmark prices having risen 50% over the last 12 months.
• Borralha and Vila Verde Tungsten Projects lie 210km and 250km respectively from the Company's Santa Comba tungsten and tin project in NW Spain and are located in the same metamorphic belt (figure 1). Both have long mining histories dating back to the early 20th century.
• Acquisition is highly complementary to the Santa Comba tungsten and tin project, significantly strengthening the Company's strategic position in the Iberian Peninsula, a leading supplier of tungsten to Europe and North America.
• Recent drilling carried out at Borralha confirms the presence of breccia mineralization type, hosting large, near surface zones of high wolframite content showing drill intersections of:

1. Ddh Bo_05: 63.00m at 0.18% WO3 (from 54m).

1. Ddh Bo_12: 76.00m at 0.28% WO3 (from 55m).

• o Ddh Bo_8a: 123.00m at 0.28% WO3 (from 52m).

• Execution of definitive transaction agreements is anticipated by 31 January 2022 with completion occurring following publication of a JORC compliant mineral resource estimate (MRE) for the Projects.

Managing Director Steven Turner said: "This is an important acquisition for the Company as we position ourselves to become a leading western European supplier of tungsten, a critical metal facing significant supply chain risks due to the dominance of supply from China. The Borralha and Vila Verde deposits are widely considered the most attractive undeveloped tungsten projects in Portugal. With Santa Comba advancing through the feasibility study and with the open pit permit application to be submitted in 2022, the addition of these Portuguese projects provides Rafaella with a portfolio of resources in various stages of the development cycle. The recent award of the 25-year mining exploitation licence for Borralha gives comfort of tenor and a clear path to development. Rafaella will be able to apply many of its findings at Santa Comba to the Borraha and Vila Verde development programmes. We look forward to updating the market on the outcome of the due diligence and the results of the maiden JORC MRE."

For personal use only

Acquisition

Rafaella has agreed to acquire 100% of Pan Iberia from PanEx. Pan Iberia holds 100% of PanMetals. PanMetals holds the contractual rights to acquire 100% of the Borralha project and 90% of Vila Verde project from Minerália.

The options over the Projects are triggered with the award of the exploitation licence by the General Directorate of Energy and Geology in Portugal ('DGEG').

The DGEG awarded Borralha the exploitation licence in late October, granting a 25-year term with two 15-year extensions. Consequently, the Borralha option has now been exercised. Mineralia will work with the Company and the DGEG to effect the transfer of Borralha to Pan Iberia.

Vila Verde currently has an exploration concession and an application with the DGEG for an experimental mining licence is pending. This will allow the necessary work to be conducted to support the application for an exploitation licence at which point the option to transfer the Vila Verde licence to Pan Iberia will be triggered. During the option period, the option holder has the rights to conduct the necessary studies to complete the exploitation licence application.

Commercial Terms

The HoA sets out the terms that will govern the acquisition and comprise the definitive transaction agreements. The HoA includes the following key commercial terms:

• Total consideration is €4,000,000 based upon an independent JORC Mineral Resource Estimate for Borralha ('Borralha MRE') of at least 25,000t of WO3 at a minimum grade of 0.14%. If the Borralha MRE is less than the target milestone, then a pro rata adjustment is made to the consideration, subject to a minimum payment at Completion of €2,000,000. Additional consideration is then payable if subsequent Borralha MRE's reach the target milestone within 4 years of completion of the transaction.
• The consideration payable is in cash and shares with the first €1,000,000 paid in cash and the balance payable in Rafaella shares; valuation to be determined based upon a 5-day VWAP prior to issuance.
• Minerália will continue to provide ongoing management and compliance support to Rafaella.
• Execution of the transaction agreements is subject to Rafaella completing legal, technical and commercial due diligence.
• Completion is subject to standard conditions for a transaction of this nature and in addition: o Rafaella obtaining an independent JORC compliant MRE for the Projects; and
  o Receipt of all necessary third-party approvals.
• During the period until execution of the transaction agreements, Rafaella will have exclusivity over the Projects.

Borralha and Vila Verde Tungsten Projects

The Borralha and Vila Verde tungsten projects of northern Portugal lie in the inner metamorphic belt of the Variscan Orogen of the Iberian Massif. This corresponds to the same metamorphic belt as the Santa Comba tungsten and tin deposit, amongst many others, as shown in figure 1.

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Figure 1. Geological map from NW Iberian Peninsula showing location

of Santa Comba, Borralha and Vila Verde tungsten projects and other Sn -W mines in

the inner metamorphic belt of the Variscan Orogen of the Iberian Massif.

Borralha Project

The Borralha tungsten deposit has a long mining history dating back to 1902 until its closure in 1986.

Exploration conducted by Minerália since 2012 included a diamond drilling campaign which confirmed the presence of three different mineralization styles:

1. Quartz veins with wolframite
2. Aplite-pegmatiteveins with cassiterite
3. Breccia bodies (pipes or collapse breccias) hosted in granites.

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Drilling through the main Breccia body, named Santa Helena Breccia (figure 2) demonstrated the excellent potential to delineate relatively high-grade resources over relatively large zones at shallow depths with intersections such as:

Ddh Bo_05: 63.00m at 0.18% WO3 (from 54m), including 4m at 0.43% WO3, from 65m and 9m at 0.29% WO3 from 88 and 14m at 0.26% WO3 from 102m.

Ddh Bo_12: 76.00m at 0.28% WO3 (from 55m), Including 12m at 0.78% WO3, from 56m and .18m at 0.38% WO3 from 113m.

Ddh Bo_8a: 123.00m at 0.28% WO3 (from 52m), including 9m at 0.41% WO3, from 57m and 19m at 0.32% WO3 from 94m and 55m at 0.39% WO3 from 120m.

Figure 2. Surface geological map of the Santa Helena Breccia at

Borralha Tungsten deposit showing drillhole locations.

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Table 1 shows general drillhole data and Table 2 shows all intersections from the drillholes located in the Santa Helena Breccia zone.

TABLE 1. GENERAL DRILLHOLE DATA FOR THE DRILLHOLES AT BORRALHA.

	Hole ID		Easting	Northing		Elevation	Azimuth	Dip	Hole depth
	Bo_3/14	585,542	4,611,113		903.1		321		-60	120.95
	Bo_4/14	585,599	4,611,193		914.9		325		-60	86.2
	Bo_5/14	585,445	4,611,243		881.5		110		-60	161.2
	Bo_6/14	585,540	4,611,238		900.2		0		-90	127.8
	Bo_7/14	585,455	4,611,429		835		110		-60	199.6
	Bo_8/14	585,459	4,611,342		859.6		110		-60	57.6
	Bo_8a/14	585,460	4,611,344		859.4		110		-60	184.9
	Bo_9/14	585,475	4,611,514		836.6		110		-60	224.3
	Bo_10/14	585,488	4,611,560		829.4		110		-60	201
	Bo_11/17	585,539	4,611,236		900.4		342		-60	60.25
	Bo_12/17	585,451	4,611,299		858.7		110		-60	176
	*Coordinates Reference System:
	WGS84
TABLE 2. DRILLHOLE INTERSECTIONS FROM ALL DRILLHOLES IN THE SANTA HELENA BRECCIA ZONE.
	Hole ID				From (m)		To (m)		Interval (m)	WO3 %
Bo_3/14					15.00		17.00		2.00	0.058
Bo_4/14					3.00		20.00		17.00	0.060
Bo_5/14					54.00		117.00		63.00	0.176
			Including		55.00		59.00		4.00	0.200
				and		65.00		69.00		4.00	0.434
				and		88.00		97.00		9.00	0.290
				and		102.00		116.00		14.00	0.264
Bo_6/14					36.00		59.00		23.00	0.129
			Including		55.00		57.00		2.00	0.274
						69.00		89.00		20.00	0.144
			Including		71.00		77.00		6.00	0.193
						97.00		104.00		7.00	0.097
					110.00		112.00		2.00	0.112
Bo_7/14					68.00		72.00		4.00	0.173
					108.00		123.00		15.00	0.128
			Including		116.00		118.00		2.00	0.423
					128.00		141.00		13.00	0.162
			Including		132.00		138.00		6.00	0.306
			Including		158.00		175.00		17.00	0.075
Bo_8/14					44.00		49.00		5.00	0.141
Bo_8a/14					52.00		175.00		123.00	0.277
			Including		63.00		72.00		9.00	0.410
				and		94.00		113.00		19.00	0.321
				and		120.00		175.00		55.00	0.358

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