Chinalco Xiong'an Mining's $15 Million Acquisition of Namibia's Opuwo Project Approved by Shareholders

en.Wedoany.com Reported - On September 9, Australian mining company Celsius Resources held a shareholders' general meeting that approved the sale of the Opuwo cobalt-copper project in Namibia. Under the binding share sale agreement signed by both parties, Chinalco (Xiong'an) Mining Co., Ltd. intends to acquire, for $15 million in cash, the 95% equity interest in Opuwo Cobalt Holdings held by Celsius and the related intra-group loan. This shareholder approval is one of the conditions precedent to completion of the transaction.

The Opuwo project is located in the Kunene Region in northwestern Namibia and is currently a cobalt-copper resource exploration and development project. Celsius's 2021 mineral resource estimate shows that the project hosts 225.5 million tonnes of ore resources at average grades of 0.12% cobalt, 0.43% copper and 0.54% zinc, corresponding to approximately 259,000 tonnes of contained cobalt and approximately 970,000 tonnes of contained copper. Of this, the indicated resource, which has a higher level of confidence, is 45.3 million tonnes at cobalt, copper and zinc grades of 0.11%, 0.44% and 0.51%, respectively; the inferred resource is 180.2 million tonnes at cobalt, copper and zinc grades of 0.12%, 0.43% and 0.55%, respectively.

The two parties signed a binding transaction agreement on June 30. The transaction is being implemented through Celsius's wholly owned subsidiary Opuwo Cobalt Pty Ltd, and the assets being sold include its 95% equity interest in Opuwo Cobalt Holdings and an intra-group loan, for total consideration of $15 million, equivalent to approximately A$21.7 million at the time of signing. Chinalco Xiong'an Mining is a specialized platform under Chinalco Group engaged in the development of large international non-ferrous metal resource projects.

In addition to Celsius shareholder approval, completion of the transaction is also subject to renewal of the Opuwo project's exclusive exploration licence, renewal of environmental permits, approval from the Namibian Competition Commission, foreign exchange approval from the Bank of Namibia, and procedures related to China's National Development and Reform Commission, Ministry of Commerce and foreign exchange administration. At the same time, the remaining 5% minority shareholder of Opuwo Cobalt Holdings is required to waive its right of first refusal. The agreement also requires that the transaction-related representations and warranties remain continuously effective and that no material adverse change occur in the project.

The transaction documents set December 29, 2026 as the deadline for satisfaction of the conditions precedent. If conditions remain outstanding by then, either party may extend the deadline by two months, and the parties may also adjust the timetable by agreement. Following approval at the September 9 shareholders' general meeting, the transfer of the project equity will still proceed in accordance with the above-mentioned licensing, regulatory and transaction conditions.

During the period in which the completion conditions are being processed, Chinalco Xiong'an Mining has committed to invest no less than $1 million in the Opuwo project, of which at least $750,000 will be used for exploration work and $250,000 for metallurgical testwork, with both portions being non-refundable investments. The relevant exploration results and metallurgical test results will be submitted to Celsius and used to support renewal of the project's exploration licence.

Opuwo has previously carried out resource drilling and metallurgical testwork. The project has completed a total of 99 resource drill holes, including 76 reverse circulation holes and 23 diamond drill holes, with total drilling of 17,266 metres; in 2022, nine large-diameter PQ diamond drill holes were additionally completed, with total drilling of 1,089 metres, to obtain samples for subsequent metallurgical optimization testwork. The drill hole samples cover different strike positions of the orebody and fresh ore below the oxidation zone, and are used for subsequent flotation and process optimization studies.

In 2022, Celsius conducted metallurgical research using approximately 1 tonne of mixed sulphide ore sample, and Maelgwyn Mineral Services of South Africa prepared a 36 kg concentrate sample, which was then sent to Mintek Laboratories for roasting and tank leaching tests. The preliminary tests used a process of roasting at approximately 680 degrees Celsius and sulphuric acid leaching, achieving in this stage a maximum cobalt recovery of 95% and copper recovery of 98%; the corresponding cobalt and copper recoveries in the earlier 2018 pressure leaching tests were 72.6% and 74.1%, respectively.

Celsius is also studying two subsequent processing routes for Opuwo, including a roast-tank leach route and a hydrometallurgical route. The hydrometallurgical option requires first forming a mixed concentrate through flotation or beneficiation, and the company had previously set a target metal recovery of more than 80%; further metallurgical testwork will be used to determine flotation, leaching and related process parameters.

This shareholder approval marks a new transaction milestone following the signing on June 30. The near-term next steps for Opuwo include completing renewal of the project licence and environmental permits, obtaining the relevant regulatory approvals in Namibia and China, and continuing to implement the exploration programme of at least $750,000 and the metallurgical testwork programme of $250,000 in accordance with the transaction agreement.