Reykjavik, Iceland, June 19, 2024 –GreenBank Capital Inc. (CSE: GBC, OTCMKTS: GRNBF and FRA: 2TL) and Ubique Minerals Limited (CSE: UBQ and FRA:2UM) have signed a non-binding term sheet with Clientque Investments Pty Ltd (“CIP”) for the acquisition of 100% ownership of MJR Mining and Exploration (PTY) Ltd (“MJR”), which owns the Stanhove mining tailings dump in Johannesburg. The acquisition will be executed on a 50/50 basis, with GreenBank acting as the funding partner and Ubique as the operating partner.

Key Transaction Details:

Ubique Minerals Limited (“Ubique”) and GreenBank Capital Inc. (“Greenbank”) will each acquire 50% ownership from Clientque Investments Pty Ltd, securing the Stanhove mining tailings dump in Johannesburg. The transaction includes a cash payment of CAD $846,103, the issuance of two convertible debentures of CAD $500,000 each by GreenBank and Ubique with an interest rate of 6% for 36 months, and an additional cash payment of CAD $1,538,309 after the production of the first 5,000 ounces of gold, totaling CAD $3,384,341. The transaction involves the buyers acquiring MJR Mining and Exploration (PTY) Ltd, which owns the tailings dump.

The non-binding term sheet was signed on June 13, 2024. The Share Sale Agreement (SSA) is to be provided within 60 days by August 12, 2024, and the signing and exchange of contracts are expected to occur within 90 days by September 11, 2024.

The completion of the transaction is subject to regulatory approvals, delivery of the deed of the land, issuance of mining permits, technical due diligence and other customary conditions. Completion is expected within five business days following the satisfaction or waiver of these conditions.

Ubique Minerals Limited will act as the operator, responsible for managing the mining and processing operations of the Stanhove tailings dump. GreenBank Capital Inc. will handle the financial aspects of the project, including funding and the sales of the extracted gold.

About the Stanhove Mining Tailings Dump

The Stanhove tailings dump is located east of Johannesburg, South Africa, within the area known locally as the East Rand gold basin and was accumulated after mining and processing gold ore from within the Witwatersrand gold mining district. The Witwatersrand basin comprises a sequence of very old, Archean, sedimentary rocks with the gold hosted in a quartz pebble conglomerate. The dominant mineral in the rock hosting the original ore is predominantly quartz with minor pyrite with which the gold is associated. Initial processing involved crushing and grinding the rock to liberate the gold by various processes, depending on the historical period, with the resulting waste being accumulated in tailings piles, of which the Stanhove pile is one. The earliest recovery processes were less efficient and therefore the waste tailings still contained significant quantities of gold. Drill sampling of the Stanhove tailings pile has identified gold values ranging upwards from <0.3g/t Au to >1.3g/t Au with increasing depth in the pile. It is typical of these old dumps for the earliest material mined to have accumulated at the bottom of the tailings pile and to have the highest grades in the basal layer. The Stanhove tailings pile of dry, ground-up rock covers an area of approximately 270 x 170 metres and reaches a maximum height of 20 metres, although most of it is less than half that height according to information provided by the vendors.

The company holds a non-compliant technical report about the project. Prior to final closing of the documentation of the agreement Greenbank and Ubique will undertake technical due diligence to verify the technical aspects of the project.

Figure 1Aerial photo of the tailings site

Figure 2location of the tailings site

Vilhjalmur Thor Vilhjalmsson, CEO of both GreenBank and Ubique, commented, “This acquisition represents a strategic step for both GreenBank and Ubique in expanding our mining assets and leveraging the potential of the Stanhove tailings dump. As partners, GreenBank will provide the necessary funding and handle the sales of gold, while Ubique will manage the operations, ensuring a balanced and effective approach. We are confident that this investment will yield significant returns for our shareholders.”

 

On behalf of the board of directors,

 

Vilhjalmur Thor Vilhjalmsson

CEO and Chairman