Aldoro Resources (ASX:ARN) has entered into a Memorandum of Understanding with WILLETECH INTERNATIONAL INVESTMENT PTE. LTD. to establish a strategic partnership for the development of the Kameelburg Critical Minerals Project (EPL 7373) in Namibia, under which WILLETECH proposes to acquire a 51% interest in the project company and commit development investment of not less than RMB 2 billion (approximately AUD 429.1 million) to advance the project through to commercial production.

Key Points

  • WILLETECH proposes to acquire a 51% interest in an approximately 6km² area of the Kameelburg project through subscription for new shares in Kameelburg Exploration Mining (Pty) Ltd (KEMPL).
  • Aldoro's expected post-transaction interest in the project company is 42%, down from 85%, with Namibian local shareholders adjusting to 7% from 15%.
  • WILLETECH has a binding commitment to make RMB 100 million (approximately AUD 21.5 million) of initial funding available in a designated supervised account in China, pending ODI approval.
  • Aldoro's historical exploration and project expenditure, estimated at approximately AUD 10 million, is to be reimbursed following receipt of ODI approval and completion of agreed review procedures.
  • Definitive agreements are to be negotiated and executed within 15 business days, subject to Aldoro shareholder approval, Namibian regulatory approvals (if required), and ODI approvals.

Transaction Structure and Ownership Changes

Under the MOU, WILLETECH will subscribe for new shares in KEMPL, the project company, to acquire a 51% interest covering an approximately 6km² area of the Kameelburg project. Aldoro's interest will move from 85% to 42%, while Namibian local shareholders will dilute from 15% to 7%. The balance of the project and other assets of the project company will be transferred to a separate entity, which is a binding term of the MOU. Aldoro and the Namibian local shareholders' combined 49% interest is to be free carried from commencement through construction and achievement of commercial production.

Funding Commitments and Reimbursement Arrangement

WILLETECH's proposed total development investment of not less than RMB 2 billion (approximately AUD 429.1 million) is a non-binding commitment under the MOU, intended to be deployed in stages against milestones to be set out in the Definitive Agreements. The binding initial funding commitment of RMB 100 million (approximately AUD 21.5 million) is to be held in a designated supervised account in China and remitted to KEMPL following ODI approval. The project company may also request pre-development expenditure of up to an additional RMB 200 million (approximately AUD 42.9 million), subject to WILLETECH's review and approval. Aldoro's historical expenditure of approximately AUD 10 million is to be reimbursed, with the final amount and payment mechanism to be determined under the Definitive Agreements.

WILLETECH Corporate Profile and Hong Kong Listing Intention

WILLETECH's corporate group spans Germany, Singapore and China. Its Germany operations focus on materials science, magnetic materials, motor materials and related process research and development. Its Singapore hub covers international trade, cross-border capital, logistics and global market connectivity. Its China operations encompass scaled manufacturing, permanent magnet materials, the electric motor value chain and a downstream customer and supply-chain ecosystem. The parties have also disclosed an intention to pursue a listing of Kameelburg on The Stock Exchange of Hong Kong Limited, subject to project development progress, regulatory requirements and market conditions.