The Kwale mineral sands project (‘Kwale’
or ‘the project’) is located in Kenya, approximately 40
km south of the city of Mombasa, the largest port in
East Africa, and 10 km inland from the coast.
Vaaldiam owns 100% of the project with 117 million
tonnes (Mt) of proven and probable reserves (38.9 Mt
proven @ 7.1% Total Heavy Minerals (THM), and 78.0 Mt
probable @ 4.16% THM).
The project has a unique mineral mix that sets it apart
from the majority of the world's titanium operations: it
has significantly larger proportions of rutile and
zircon, which are premium products and account for 80%
of projected revenues.
On February 25, 2010, Tiomin Resources Inc. (‘Tiomin’),
which is now Vaaldiam, and Base Iron Limited ('BIL')
signed a binding Heads of Agreement ('HoA') for a
transaction in which BIL acquires Kwale, all the
intellectual property associated with Vaaldiam's mineral
sands projects in Africa and an option to acquire 100%
of Tiomin Kenya Limited ('TKL'). TKL also owns
100% of three mineral sands properties North of Mombasa,
which are licensed under Mambrui, Kilifi and Vipingo.
In exchange for these assets, Vaaldiam receives US$3
million in cash at closing and a cash royalty of 1.5% of
all product revenue (FOB Mombasa) from Kwale, paid
monthly in arrears. Pangea Goldfields, a 100%
owned subsidiary of Barrick Gold Corporation receives an
additional 0.5% royalty on the same terms and conditions
as Vaaldiam in exchange for waiving various rights that
it acquired in prior transactions with Tiomin. BIL
will pay Vaaldiam a non-refundable US$60,000 per month
to sustain TKL until the proposed transaction closes or
is terminated.
The HoA contains certain Conditions Precedent ('CPs'):
BIL must complete satisfactory due diligence, BIL
shareholders and the Government of Kenya must approve
the transaction and BIL must raise minimum capital of
A$7 million. If the CPs are not met within 90 days of
signing the HoA either party may terminate the
transaction.