Binding Agreement Signed with Metal Bank Limited
Released
Released
Announcement PDF
29 September 2025
BINDING AGREEMENT SIGNED WITH
METAL BANK LIMITED
HIGHLIGHTS
•
Hastings Technology Metals Ltd (“Hastings” or the “Company”) has signed a binding agreement
with Metal Bank Limited (ASX:MBK) for the acquisition of the Hastings gold assets.
•
Confirmatory drilling has commenced at Hastings’ Seven Leaders deposit, part of the
Whiteheads Project.
•
The drilling includes c.1,500m RC and diamond drilling for geotechnical design of the future open
pit.
Hastings Technology Metals Ltd (ASX:HAS) is pleased to advise that following completion of due
diligence by both parties, a binding Sale and Purchase Agreement (SPA) has now been signed with Metal
Bank Ltd (“Metal Bank”) (ASX:MBK) for the acquisition of Hastings’ Gold Assets, (subject to conditions
precedent including shareholder approval) (“Proposed Acquisition”).
As consideration for the Proposed Acquisition, Metal Bank will issue to Hastings, 160,022,264 Metal Bank
ordinary shares (valued at $2,300,000 at the date of signing the term sheet) (“Consideration Shares”)
at Completion. Under the agreement, Hastings will transfer the Hastings Gold Assets and $300,000 in
cash held by its wholly owned subsidiary Great Western Gold Pty Ltd (“GWG”) at Completion.
Under the Proposed Acquisition Metal Bank is to acquire the following HAS Gold Assets*:
•
•
•
GWG, the holder of a 75% interest in the Whiteheads Gold Project tenements and other
tenements 100% held by GWG, covering ~380sqkm located approximately 80km NE of
Kalgoorlie (Whiteheads Project);
Ark Gold Pty Ltd (Ark), the holder of the Ark gold tenements, comprising two exploration
licences located approx. 40km southeast of HAS’ Yangibana Project 250 km northeast of
Carnarvon in Western Australia (Ark Project); and
The Darcy’s gold tenements comprising 3 exploration licenses covering an area of ~ 100 sq
kms situated adjacent to HAS’ Brockman Niobium and Heavy Rare Earths Project in the East
Kimberley region of Western Australia (Darcy Project).
*The Proposed Acquisition is subject to conditions precedent, including shareholder approval under
Listing Rule 7.1 for Metal Bank’s issue of the Consideration Shares and HAS shareholder approval for the
in-specie distribution of the Consideration Shares to its shareholders. MBK has obtained ASX
confirmation that Listing Rules 11.1.2 and 11.1.3 do not apply to the Proposed Acquisition, satisfying one
of the conditions precedent. Metal Bank’s shareholder approval in accordance with Listing Rule 7.1 will be
sought at Metal Bank’s upcoming Annual General Meeting. Hastings intends to seek its shareholders’
approval for the in-specie distribution of the Consideration Shares to its shareholders. at its Annual General
Meeting, which is scheduled for mid-November 2025. Subject to satisfaction or waiver of other conditions
precedent, completion will take place after the HAS AGM.
A summary of the terms of the SPA is set out later in this release.
Hastings is continuing to progress the Whiteheads Project with drilling now commenced for an initial
resource at its Seven Leaders prospect. Drilling will focus on confirming historical drill data and will
include a geotechnical diamond core hole to ensure adequate geotechnical data is available to design
and implement the starter pit. Following the initial resource definition, Hastings intends to proceed to
mining lease application and submission of a Mining Proposal.
Commenting on the Binding Agreement, Hastings Executive Chairman, Mr Charles Lew said:
“Since our announcement of this proposed transaction on 10 September, we have been able to finalise
the agreement of the sale of Hastings gold assets to Metal Bank in a short space of time. It underscores
the shared vision and spirit of cooperation between Hastings and Metal Bank’s executive team to create
a gold focussed company that will benefit our respective shareholders. This is a transformational step
for Hastings as it continues to focus on developing its rare earth and niobium assets at Yangibana and
Brockman. With this gold divestment, our shareholders will benefit from an in-specie distribution of
Metal Bank shares which we will bring to shareholders for approval at our upcoming AGM in midNovember.”
Under the terms of the agreement with Metal Bank, Hastings is managing and executing the initial drill
program at Seven Leaders. The primary goal is to define a maiden JORC Mineral Resource Estimate at
Seven Leaders, satisfying a key milestone within the transaction framework and establish the project’s
value proposition for Metal Bank’s future development plans.
Kakarra and Hastings on site at Seven Leaders
Tim Gilbert and Matt Skeet (Castle Drilling) at Seven Leaders
Summary of SPA
A summary of the key terms and conditions of the Sale and Purchase Agreement are set out below:
•
•
•
Metal Bank to acquire all of the issued share capital of GWG and Ark, and as a condition
subsequent, the tenements relating to the Darcys Project from HAS.
Consideration of $2,300,000, to consist of 160,022,264 Metal Bank ordinary shares at
$0.014373 per share (being the 10-day VWAP of Metal Bank’s shares as the date of signing the
Term Sheet).
Conditions Precedent to Completion include:
o Metal Bank shareholder approval under Listing Rule 7.1;
o HAS shareholder approval for the in-specie distribution of the Consideration Shares to
HAS shareholders by way of a return of capital;
o Metal Bank shareholders holding 13.7% of Metal Bank’s shares delivering binding
undertakings to vote in favour of the Proposed Acquisition, with Metal Bank using its
best endeavours to secure additional undertakings from shareholders holding at least
6.3%;
o HAS using its best endeavours to secure binding undertakings from shareholders
holding at least 20% of HAS Shares to vote in favour of the in-specie distribution;
o Both parties obtaining all other necessary approvals required to complete the
Proposed Acquisition
o GWG holding $300,000 in its bank account at completion;
o Hastings, Metal Bank and Ark entering into tripartite mineral rights agreement under
which HAS will retain all mineral rights regarding rare earths relating to the Ark Project
from Completion;
o Novation of other agreements and no material breach of any warranty given by either
Party.
• Completion of the Proposed Acquisition will occur within 5 business days of the conditions
precedent being satisfied or waived, as the case may be.
• Following Completion:
o Inés Scotland will move from Executive Chair to Non-Executive Chair;
o Charles Lew will join the board as a Non-Executive Director; and
o Tim Gilbert will join the company as Chief Executive Officer
Post Completion:
•
•
Metal Bank will assume all rights and obligations regarding the Darcys Project with HAS to
ensure transfer all tenements in respect of the Darcys Project to Metal Bank once tenement
applications are granted; and
The Board of Metal Bank will adopt an agreed work program outlined below
The binding documentation includes usual warranties and indemnities from each party to the other,
including an indemnity from HAS in relation to obligations or liabilities arising under HAS’ agreement
for purchase of GWG including the obligation to pay deferred consideration achievement of certain
milestones.
Work Program
The parties have agreed to use best endeavours to comply with the following work programs over the
next 12 months:
Whiteheads Project:
− Undertake a drilling program to define a Maiden JORC Resource;
− Progress an application for a mining licence and all necessary approvals, including mining
proposal, landowner and NT agreements;
− Pursue and secure toll treatment agreement for ore mined from the Whiteheads projects.
Livingstone Project:
− Prepare Scoping Study over Homestead and Kingsley projects, including engaging Entech for
technical and engineering requirements;
− Apply for mining licence over Homestead and Kingsley projects;
− Submit mining proposals for Homestead and Kingsley;
− Pursue all necessary agreements and approvals for mining at Homestead and Kingsley,
including landowner and NT agreements;
− Pursue and secure toll treatment agreement for ore mined from Homestead and Kingsley
projects.
Millennium Project:
− Application for ML to be lodged over the gap zone within the mining leases;
− Application for an EPM to be lodged over the gap zone following lodgement of the ML
application;
− All necessary consents and approvals to be obtained relating to renewal of the Millennium MLs
and in relation to the gap zone ML application;
− Drilling pursuant to CEI Grant to be completed by December 2025, with other work under the
CEI Grant approved work program to be completed early in 2026.
Authorised by the Board for release to the ASX.
FOR FURTHER INFORMATION CONTACT:
Charles Lew
Executive Chairman
+65 62209220
Vince Catania
Chief Executive Officer
+61 8 6117 8605
Email: info@hastingstechmetals.com
Tim Gilbert
Chief Operating Officer
+61 8 6117 8627
ABOUT HASTINGS TECHNOLOGY METALS LIMITED
Hastings Technology Metals Limited is a Perth-based rare earths company focused on the development
of its flagship Yangibana Rare Earths and Niobium Project. Located in the Gascoyne region of Western
Australia, the Yangibana Joint Venture Project contains one of the most highly valued deposits of NdPr
in the world with an NdPr to Total Rare Earth Oxide ratio of up to 52% in some areas of the orebody.
With an initial mine life of 17 years, the Yangibana Joint Venture Project is expected to become a globally
significant source of NdPr, a critical component in the manufacture of permanent magnets used in
advanced technology products including electric vehicles, renewable energy, humanoid robotics, and
digital devices.
The Yangibana Joint Venture Project is fully permitted for immediate development and is well-timed to
meet the forecast supply gap for rare earth elements accelerated by the growth in electric vehicles and
wind turbines, both vital for the global energy transition. It will be developed in two stages with an initial
focus on the construction of the mine and beneficiation plant to produce 37,000 tonnes per annum 1 of
mixed rare earth concentrate. Hastings recognises in its geological model and mine plan the potential
for a multi-commodity recovery process stream which underpins the economic recovery of rare earth
minerals and associated critical minerals like ferro-columbite, and hafnium-enriched zircon.
For more information, please visit www.hastingstechmetals.com
M
k Gold, Brockman and Darcys Gold
e Chairman, Charles Lew
hareholders
nvestment
Whiteheads Gold Project
75% HAS
family o ce
FORWARD LOOKING STATEMENTS
This release contains reference to certain intentions, expectations, future plans, strategies and
prospects of the Company. Those intentions, expectations, future plans, strategies and prospects may
or may not be achieved. They are based on certain assumptions, which may not be met or on which
views may differ and may be affected by known and unknown risks. The performance and operations of
the Company may be influenced by a number of factors, many of which are outside the control of the
Company. No representation or warranty, express or implied, is made by the Company, or any of its
directors, officers, employees, advisers, or agents that any intentions, expectations, or plans will be
achieved either totally or partially or that any particular rate of return will be achieved.
Given the risks and uncertainties that may cause the Company’s actual future results, performance, or
achievements to be materially different from those expected, planned or intended, recipients should
not place undue reliance on these intentions, expectations, future plans, strategies and prospects. The
Company does not warrant or represent that the actual results, performance, or achievements will be
as expected, planned or intended.
The Company is under no obligation to, nor makes any undertaking to, update or revise such forward
looking statements, but believes they are fair and reasonable at the date of this release.
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