NORONEX Limited (ASX: NRX), an Australia-based copper explorer company, has announced the proposed sale of its non-core Witvlei Project in Namibia for a total cash consideration of roughly N$50 million (A$4.5 million) in staged payments to the private mining company Joint Era Mining Co., Limited (JEM). The deal, which involves the divestment of an asset held in the Joint Venture (JV) vehicle Larchmont Investments Pty Ltd (LIP), will see Noronex receive N$40 million (A$3.6 million), representing its 80% attributable share of the total consideration. This strategic divestment is designed to simplify management of the Company’s claim group, provide additional resources for exploration across its remaining projects, and strengthen the Company’s balance sheet, allowing it to focus on core areas within the Kalahari Copper Belt.
The Witvlei Project, contained within EPL 7028 and 7029, is located in the western part of Noronex’s extensive Namibian portfolio and is approximately 120km from the Humpback/Damara Copper Project. While deemed non-core, the project hosts a JORC compliant Mineral Resource of 8.8Mt at 1.28% Cu (112,500 tonnes of contained copper) and represents approximately 3.5% of Noronex’s total licence area in Namibia.
The agreement with JEM outlines specific payment stages, beginning with a non-refundable option fee of N$2.2 million (A$200,000) payable 80:20 to NRX and Larchmont Holdings Pty Ltd (LIH). This grants JEM a 3-month exclusivity period to conduct due diligence on the Witvlei Project.
PICTURED: Map of Noronex’s current claim package and location of the Witvlei Project. Figure: Noronex Limited
The remaining consideration is structured as follows:
- Tranche 1 Cash Consideration: N$2.2 million (A$200,000), payable upon the successful conclusion of the due diligence period.
- Milestone Cash Consideration: A further N$14 million (A$1,250,000), payable upon the official grant of a Mining Licence for the Witvlei Project.
- Deferred Consideration: An aggregate of N$22 million (A$2,000,000), payable via a 2% Net Smelter Return (NSR) royalty from all recovered minerals following the commencement of commercial production, continuing until the total sum is reached.
As part of the transaction, Noronex will allocate JEM (or its nominee) 20 million Options to acquire fully paid ordinary shares in Noronex. These options have an exercise price of 2.4c, which demonstrates JEM’s belief in Noronex’s remaining tenement package.
Noronex Managing Director and CEO, Victor Rajasooriar, commented that the company is “delighted to be working with JEM,” noting that the buyer “have the funding capacity to take the Witvlei Project to the next step of commercial development”.
Mr. Rajasooriar confirmed that the total cash proceeds will be used to explore the Etango North Uranium Project, where Noronex expects its maiden drilling program to commence in early 2026. The funds will also strengthen the balance sheet, positioning the company “to pursue attractive new business development opportunities across the Kalahari Copper Belt”.
The successful sale of Witvlei will allow Noronex to focus on its extensive copper portfolio, which spans 300km within the Kalahari Copper Belt. This portfolio includes the Humpback, Damara, and Powerline Projects.
Noronex is actively engaged in exploration activities under existing Earn-In Agreements with a wholly owned subsidiary of South32 Ltd (South32). Current programs include a 7,000m RC drill program at the neighbouring Powerline Project (part of the Humpback-Damara Earn-In Agreement in Namibia) and a 3,000m RC drilling program at the Cgae Cgae Project in Botswana (part of the Cgae Cgae Earn-In Agreement).
The proposed sale is subject to standard conditions precedent, including JEM’s completion of financial, legal, and technical due diligence to its satisfaction. Furthermore, the transaction requires the Parties to obtain necessary third-party, shareholder, and regulatory approvals, including those required under the ASX Listing Rules.
Assuming the successful completion of due diligence and satisfaction of all conditions, the transaction is targeted for completion in early 2026.
Source: ASX Announcement
