Mr. Dennis van Dyke reports
MAYEN ANNOUNCES ENTERING INTO LETTER OF INTENT FOR OPTION TO ACQUIRE ATAMO PROPERTY (BOUGAINVILLE) AND $400,000 NON-BROKERED PRIVATE PLACEMENT
Mayen Minerals Ltd. has entered into a letter of intent with Cefaco Ltd. for a proposed agreement, whereby the company will be granted an option to acquire the right to explore and exploit a mineral exploration property known as the Atamo property located on Bougainville Island (independent state of Papua New Guinea, autonomous region of Bougainville). A summary of the proposed transaction is described herein.
Summary of the proposed transaction
Pursuant to the proposed transaction, Mayen will, if the transaction closes, be one of the first mineral exploration companies in recent years to explore Bougainville.
Bougainville is host to prominent gold and copper districts, largely unexplored since the discovery in the 1960s of the Panguana mine.
Cefaco, a company incorporated pursuant to the laws of the United Kingdom and controlled by Thomas Megas, acquired the assignable rights to exploit the Atamo property for a period of 70 years and has an established presence on Bougainville. The assignable rights were acquired pursuant to a property deed dated on or about May, 2010, entered among Cefaco, the registered landowners of the property, the Meekamui tribal chiefs and the government of the Independent Nation of Meekamui Bougainville ABG.
Pursuant to the terms of the deed, any minerals extracted from the property will be retained as to 70 per cent by the property operator (in this case Mayen), 25 per cent to be split between the independent Meekamui government and the landowners, and 5 per cent to Cefaco. All amounts to be paid to the independent Meekamui government will be paid by Mayen to the independent Meekamui government in cash or in kind at the option of the independent Meekamui government. For a period of 20 years from the closing of the proposed transaction, the independent Meekamui government will not tax any of the minerals extracted from the property, and, at the end of the 20-year period, the independent Meekamui government will tax such minerals at the applicable rate of taxation then in effect.
Pursuant to the terms of the LOI, Cefaco has also granted Mayen the exclusive right to negotiate with Cefaco with respect to the possible option of a further mineral exploration property known as the Karato-Arawa property also located on Bougainville.
Bougainville is the main island of the autonomous region of Bougainville and is located in the Solomon Sea, southwestern Pacific, and covers approximately 9,300 square kilometres. The property is located in the Atamo region of central Bougainville and consists of approximately 8.6 square kilometres. The property is 8.75 kilometres southeast of the Panguana mine, which operated from 1972 to 1989, when it was forcibly closed by a landowner uprising leading to a civil war between Bougainville and Papua New Guinea. Despite the significant potential for resource exploration in a region lacking in economic development, Bougainville has been under an exploration moratorium in the immediate area surrounding the Panguana mine. Cefaco has an established presence on Bougainville and a unique relationship with the landowners and the independent Meekamui government. If the proposed transaction closes, Mayen seeks to rely on Cefaco's experience on Bougainville to work toward the eventual resumption of mining exploration and exploitation of minerals on Bougainville.
All information on Cefaco and the deed included in this news release was provided by Cefaco and is subject to a due diligence review by Mayen.
Closing conditions
Closing of the proposed transaction is subject to, amongst other things, the completion by the company of a satisfactory due diligence review of the property and the deed, the completion of a technical report on the property prepared in accordance with National Instrument 43-101 (standards of disclosure for mineral projects), a satisfactory title opinion on the property, negotiation and execution of a definitive agreement, corporate approval by the board of directors of Cefaco and Mayen, the approval of the TSX Venture Exchange, and the approval of the independent Mekamui government.
The proposed transaction is an arm's-length transaction, and shareholder approval for the proposed transaction is not expected to be required by the TSX-V. Pursuant to the terms of the LOI and subject to the parties satisfying the conditions precedent, Mayen will have an option to acquire the exclusive right to exploit minerals from the property for a period expiring in May, 2080 (70 years from the date of the deed), by:
paying to Cefaco an aggregate of $100,000 within five business days of TSX-V approval of the proposed transaction;
allot and issue to Cefaco two million common shares in the capital of the company on or before five business days of the effective date; and
complete exploration expenditures on the property of not less than $100,000 on or before the first anniversary of the effective date.
Non-brokered private placement
The company also will proceed with a private placement of up to 1,538,461 common shares in the capital of the company at the price of 26 cents per common share for gross proceeds of up to $400,000.
The company may pay a finder's fee on the offering within the maximum amount permitted by the policies of the TSX-V. Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX-V. All securities issued in connection with the offering and the proposed transaction will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The net proceeds from the offering will be used for general corporate purposes and a reserve for asset acquisition investigations. If the proposed transaction closes, the company reserves the right to use the net proceeds from the offering for exploration work on the property.
We seek Safe Harbor.
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