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ORIGINAL: ALX Resources Corp. Closes Athabasca Basin Properties Transaction with Okapi Resources Ltd
2022-02-01 08:36 ET - News Release
Vancouver, British Columbia--(Newsfile Corp. - February 1, 2022) - ALX Resources Corp. (TSXV: AL) (FSE: 6LLN) (OTC: ALXEF) ("ALX" or the "Company") is pleased to announce that it has closed a transaction with Okapi Resources Limited of Perth, Australia (ASX: OKR) ("Okapi") whereby Okapi, an arm's length purchaser, has acquired the Company's 100% interests in five uranium exploration properties and the Company's 80% interest in a sixth uranium exploration property (the "Transaction"), with all six properties located in the Athabasca Basin area of northern Saskatchewan, Canada (the "Six Properties"). The Transaction was first announced on November 9, 2021 with total consideration payable to ALX of AUD$2.1 million.
The Six Properties
ALX has agreed to sell to Okapi its current interests in the Six Properties as described in the table below:
| Property Name | ALX's
Interest | No.
of Claims | Project Area
(ha) |
| Newnham Lake | 100%1 | 14 | 16,940.03 |
| Kelic Lake | 100%2 | 12 | 13,620.25 |
| Argo | 100% | 3 | 6,974.53 |
| Lazy Edward Bay | 100%3 | 42 | 11,263.15 |
| Perch | 100%4 | 1 | 1,681.71 |
| Cluff Lake | 80%5 | 3 | 4,832.84 |
1 Two claims are subject to an underlying 1.0% gross overriding royalty ("GOR") in favour of an arm's length vendor with a 0.5% buydown provision for CAD$1.0 million, and five claims are subject to an underlying 2.5% net smelter returns royalty ("NSR") in favour of a non-arm's length vendor with a 1.0% buydown provision for CAD$1.5 million;
2 Five claims are subject to an underlying 2.5% NSR in favour of a non-arm's length vendor with a 1.0% buydown provision for CAD$1.0 million;
3 Nine claims are subject to an underlying 2.0% NSR in favour of an arm's length vendor with a 1.0% buydown provision for CAD$1.0 million;
4 One claim is subject to an underlying 2.0% NSR in favour of an arm's length vendor with a 1.0% buydown provision for CAD$1.0 million;
5 Three claims are subject to an underlying 2.0% GOR on uranium and precious stones and an underlying 2.0% NSR on other minerals, with each royalty in favour of an arm's length vendor and having no buydown provisions.
Summary of the Transaction Terms
In exchange for ALX's interests in the Six Properties, Okapi agreed to pay total consideration of AUD$2.1 million consisting of cash payments and common shares of Okapi, as follows:
- Payment of AUD$1,050,000 cash, which includes an AUD$50,000 deposit paid in November 2021;
- Issuance of 3,227,790 common shares of Okapi representing a value of AUD$1,050,000 (the "Consideration Shares") calculated by way of the 10-day volume weighted average price of Okapi's common shares between January 13, 2022 and January 28, 2022.
Okapi has agreed to grant a 1.5% NSR to ALX on minerals produced from fifty mineral claims included in the Transaction that do not bear any existing underlying royalties. Okapi may at any time acquire up to 50% of the NSR from ALX by making payment to ALX of CAD$1,000,000.
Voluntary Escrow
The Consideration Shares will be escrowed as follows:
- 33% of the Consideration Shares shall be released six (6) months after the closing date of January 31, 2022 (the "Closing Date");
- 33% of the Consideration Shares shall be released on the date that is nine (9) months after the Closing Date;
- 34% of the Consideration Shares shall be released on the date that is twelve (12) months after the Closing Date.
ALX has delivered to Okapi a signed voluntary escrow deed for the Consideration Shares reflecting the escrow arrangements as described above.
Return of Property
If at any time during the twenty-four (24) months following the Closing Date Okapi decides to relinquish or allow to lapse all or any part of the Six Properties, Okapi has agreed to first give notice to ALX of such disposal. If ALX wishes to have a property returned, it shall give notice to Okapi within fourteen (14) business days after receiving the notice of disposal from Okapi. ALX will pay all transfer costs and agrees to accept a property interest in an "as-is" condition, at its discretion. Should ALX not elect to acquire a property interest, then Okapi may relinquish or allow to lapse a property interest at its discretion.