Company Announcements

Shareholders Agreement

Source: RNS
RNS Number : 7786E
Tri-Star Resources PLC
14 April 2014

14 April 2014


Tri-Star Resources PLC ("Tri-Star Resources" or "the Company")


Shareholders Agreement signed with respect to Strategic & Precious Metals Processing LLC ("SPMP")


Tri-Star Resources (AIM: TSTR), the integrated antimony development company, is pleased to announce that it has entered into a shareholders agreement with Oman Investment Fund ("OIF") and Castell Investments Ltd ("Castell") in respect of SPMP, a joint venture company which is intended will construct and operate a 20,000 tonne per annum nameplate capacity antimony metal and tri-oxide manufacturing roasting facility in Oman (the "Roaster Project").


SPMP will be incorporated in the Sohar Free Trade Zone ("Sohar FTZ") in Oman.  The Sohar FTZ is being developed into a major regional and international hub for the downstream processing of metals and minerals.  It is served with excellent logistical nodes, including its close proximity to the Port of Sohar, and low energy costs.  The fiscal regime for Sohar FTZ companies is also attractive with a zero corporation tax rate provided that certain Oman national employment levels are achieved.  SPMP is expected to enter into a land lease over a 22 hectare plot in Sohar FTZ.


The Roaster Project remains subject to certain conditions including securing banking finance and obtaining the necessary permits to operate the Roaster including environmental approvals.  


Under the Shareholders Agreement, the shareholders will own and control SPMP in the ratio 40% by Tri-Star Resources, 40% by OIF and 20% by Castell (the "Joint Venture Parties").  SPMP's Board of directors will comprise seven members, three of which will be appointed by OIF, two by Tri-Star, one by Castell and one jointly by Tri-Star and Castell.  Key strategic and operational decisions of the joint venture will require the unanimous approval of all Joint Venture Parties.


The funding structure is expected to include at least US$30 million of project finance to be raised from local and regional banks.  A number of banks in Oman have been contacted by the Joint Venture Parties and indicative loan financing terms have been received and are under consideration.


The balance of the capital cost of US$30 million to US$40 million is expected to include a mezzanine loan of US$10 million from OIF with the balance to be provided as equity by the Joint Venture Parties over the construction phase of the project.


Tri-Star Resources has already invested a considerable amount in developing the proprietary intellectual property and engineering design work for the environmentally compliant roasting of refractory ores to be used in the Roaster and also in other potential mineral processing operations (as discussed further below).  As part of the overall commercial arrangements, SPMP will own this intellectual property via investment in a separate company set up by Tri-Star Resources to own the rights to it.


The Joint Venture Parties are progressing towards completing the final approvals and financing package so that site preparation work and construction can commence during 2014.  Construction is expected to take up to 18 months, including commissioning.  Operations are expected to commence in 2016.


The Roaster Project is the first phase of the Company's proposed metal processing activities.  The Joint Venture Parties anticipate the extension of their partnership to a second phase processing facility which envisages using Tri-Star's clean roasting technology to treat refractory gold sulfide concentrates.  This second stage project is also expected to be located in the Sultanate of Oman.  A technical report on the feasibility of the roasting technology developed by Tri-Star to treat refractory gold concentrates has been received by the Company as announced on 20 December 2013. 


Greenstone Equity Partners, a Dubai based investment and advisory firm, has advised Tri-Star Resources on the establishment of the joint venture and is advising the Joint Venture Parties on the debt financing for SPMP.


Commenting on the signing of the Shareholders Agreement, Emin Eyi, Managing Director of Tri-Star Resources, said:


"We are delighted to have achieved this significant milestone in the development of the Roaster Project in conjunction with our joint venture partners OIF and Castell.  Both OIF and Castell bring valuable skills and contributions to the Roaster project, and together with Tri-Star I have full confidence that SPMP is in a position to deliver on this critically important project for the Company".




Tri-Star Resources Plc

Emin Eyi, Managing Director

Brian Spratley, Technical Director



Tel: +44 (0) 20 3463 2260

Tel: +44 (0) 1233 629 550

SP Angel Corporate Finance (Nomad and Broker)

Robert Wooldridge / Katy Birkin



Tel: +44 (0) 20 3463 2260

Greenstone Equity Partners

Alex Gemici / Omar Al-Gharabally


Yellow Jersey PR Limited (Financial PR)

Dominic Barretto / Kelsey Traynor


Keith, Bayley Roger & Co (Joint Broker)

Brinsley Holman


Tel: +971 (4) 388 0488



Tel: +44 (0) 7768 537739



Tel: +44 (0) 20 7464 4098


About Tri-Star Resources


Tri-Star Resources is a focused antimony company whose management has many years experience in trading and mining this critical mineral. The Company's objective is to become the leading integrated antimony metal and products manufacturer to western economy consumers utilising an environmentally advanced 20,000 tonnes per annum name plate capacity antimony metal and tri-oxide production facility in the Gulf, with raw material supplied from its upstream resource projects in Turkey and Canada and from third party producers.


This news release may contain "forward-looking information", as defined under applicable Canadian securities laws. Forward-looking information typically contains statements that relate to future, not past, events and often contains words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. There can be no assurance that the forward-looking information contained in this release will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.

All statements, other than statements of historical fact, included in this release including, without limitation, relating to the incorporation of SPMP, the expected funding structure for the capital cost of the Roaster Project and commencement of site preparation work and construction, and the plans and expected impact of the Roaster project, constitute forward-looking information. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability to satisfy all conditions to the Shareholders Agreement, the ability to obtain required consents and to complete construction of the Roaster Project, the availability of financing for the cost of the Roaster Project on acceptable terms and general economic and market conditions. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks associated with changes in laws applicable to the Roaster Project, the volatility of commodity prices, currency exchange rates and interest rates, and global economic conditions, and the additional risks identified in the Company's Annual Report and Financial Statements for the year ended 31 December 2013 or other reports and filings with applicable securities regulators.  Forward-looking information in this release is based on the Directors' beliefs, estimates and opinions on the date of this release and the Company does not undertake to update publicly or revise the forward-looking information contained in this release, except as required by applicable securities laws.

Any financial outlook or future-oriented financial information in this release, as defined by applicable Canadian securities laws, has been approved by the Directors as of the date of this release. Such financial outlook or future oriented financial information is provided for the purpose of providing information about the Company's current expectations and plans relating to the future.  Readers are cautioned that such outlook or information should not be used for purposes other than for which it is disclosed in this release.

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