Energizer Resources Inc. (TSX: EGZ) (OTCBB: ENZR) (FWB: YE5) (“Energizer” or the “Company”) is pleased to announce that further to its News Release dated October 5, 2011 announcing the signing of a binding Heads Of Agreement (“HOA”), it has now executed a definitive Joint Venture Agreement (“JVA”) with Australian company Malagasy Minerals Limited (“Malagasy”) (ASX: MGY) for the exploration and development of industrial minerals, such as vanadium and graphite.
Under the terms of the JVA, a new joint venture company Madagascar-ERG Joint Venture (Mauritius) Ltd (“JV Co”) was formed and will be owned 75% by Energizer and 25% by Malagasy. In addition, ERG (Madagascar) Ltd, a wholly owned subsidiary of JV Co, was formed and incorporated under the laws of Madagascar for the purposes of holding the subleases granting exclusive rights to develop industrial minerals within the property and eventually the Exploitation Permits required for mining purposes.
The JV Co will have the exclusive right to explore for a defined group of industrial minerals (listed in full below) and in particular vanadium, within specifically defined permits on the newly expanded land position. The new land position covers an area comprised of 2,119 claims and totals 827.7 square kilometers, which is about 3.5 times the size of the Green Giant property.
Malagasy has a large and highly prospective land portfolio in Madagascar, much of which is adjacent to the south and east of Energizer’s Green Giant property. While delineating Energizer’s current NI 43-101 compliant vanadium resource, the geological data strongly indicated that the main vanadium trend continued immediately beyond the southern boundary (Jaky Zone) of its Green Giant vanadium deposit. Malagasy has already confirmed, through exploration results, extensive zones of vanadium mineralization on its tenements located immediately south and adjacent to Energizer’s land position.
Kirk McKinnon, Chairman and CEO, commented, “I’m very pleased we have now executed the definitive JVA. The new joint venture represents a ‘win-win’ proposition for both companies, as it is expected to expand the vanadium resource and accelerate the search for other strategic and industrial minerals in Madagascar. We look forward to working with Malagasy in developing these significant assets.”
Joint-Venture Agreement Details
The JVA provides Malagasy with a free carried interest until the delivery by the JV Co of a Bankable Feasibility Study (“BFS”). Upon the delivery of a BFS on any discovery, Malagasy will then be required to contribute to ongoing development and mining operations in accordance with the agreement and its participating interest in the joint venture.
It also contains a standard dilution clause for non-participation whereby a party’s interest will convert to a 2% net smelter return royalty should their participating interest fall below 10%.
Energizer will manage all operations undertaken by the JV Co.
Terms of Agreement
Under the terms of the JVA, Malagasy will receive:
The JVA remains subject to Energizer obtaining final approval from the TSX and the Securities Exchange Commission in the United States. All securities issued in connection with this transaction will be subject to the applicable regulatory hold periods.
Throughout the duration of the JVA, Malagasy will retain access to its properties to carry out any exploration and development work it so chooses for all other minerals including base metals, precious metals, platinum-group elements, excluding only the vanadium and industrial minerals specified in the list below.
List of Industrial Minerals
The following constitutes the industrial minerals as defined in the Agreement with Malagasy:
Vanadium, Lithium, Aggregates, Alunite, Barite, Bentonite, Vermiculite, Carbonatites, Corundum, Dimensional stone (excluding labradorite), Feldspar (excluding labradorite), Fluorspar, Granite, Graphite, Gypsum, Kaolin, Kyanite, Limestone / Dolomite, Marble, Mica, Olivine, Perlite, Phosphate, Potash –Potassium minerals, Pumice Quartz, Staurolite, Zeolites
About Energizer Resources
Energizer Resources Inc. is a mineral exploration and development company based in Toronto, Canada, which is developing its 100%-owned Green Giant Vanadium Project located in Madagascar. The Green Giant vanadium deposit is one of the largest known vanadium deposits in the world. In addition to the Toronto Stock Exchange (TSX: EGZ), the Company’s common shares trade on the U.S. Over-The-Counter Bulletin Board under the symbol, ENZR, and on the Frankfurt Exchange under the symbol, YE5.
For more information, please visit our website at www.energizerresources.com, or contact:
Brent Nykoliation, Vice President of Business Development
Toll Free: 800.818.5442 or 416.364.4911
or Kirk McKinnon, Chairman and CEO