Wrap Text
Proposed Acquisition of Highly Prospective Austrian Antimony and Precious Metals Projects and ASX Listing
Europa Metals Ltd
(Incorporated and registered in Australia and registered
as an external company in the Republic of South Africa)
(Registration number 4459850)
(External company registration number 2011/116305/10)
Share code on the JSE: EUZ
ISIN: AU0000090060
("Europa" or the "Company")
2 June 2026
Proposed Acquisition of Highly Prospective Austrian Antimony and Precious Metals Projects
and ASX Listing
Europa is pleased to announce the signing today of a binding share sale and purchase agreement
("SPA") to acquire a 100% interest in a suite of highly prospective antimony and gold assets located
in the Tier 1 jurisdiction of Austria ("Projects"), through the proposed acquisition of Antimony
Ventures Europe Pty Ltd ("AVE") ("Proposed Transaction").
Under the Proposed Transaction, the Company will consolidate its share capital and seek to raise a
minimum of A$4 million and list on the Australian Securities Exchange ("ASX"). The principal of
AVE, Mr Torey Marshall, will become Chief Executive Officer and Executive Director of Europa.
Strategic rationale for the Proposed Transaction
Through the acquisition of these assets, Europa will have dual commodity exposure to both critical
and a precious metal, potentially high grade projects. Under the SPA, Europa will lend AVE up to
A$250,000 to undertake an exploration program during the forthcoming Austrian spring and summer
months.
Post successful completion of the Proposed Transaction Europa would then be fully funded to
expediate exploration of the antimony and gold targets identified through historic data and work. AVE
will undertake utilising funds from the Convertible Note Issue.
The natural resources sector has changed significantly over the last 4 years, with security of supply
now being an important criteria in a nation state's thinking and more increasingly production is now
being encouraged 'locally'. Strategically, the demand for gold is consistently high and the demand
for antimony is growing. Antimony is also listed as a critical mineral in both the Unites States of
America and Europe. Antimony plays a big role in military applications, with this market having grown
substantially over recent years and what is increasingly important is the supply chain for this critical
mineral. Currently Europe doesn't produce antimony and is reliant wholly on imports.
Europa's board of directors ("Board") views a move towards safe, Tier 1, jurisdictions and precious
commodities as timely, believing this portfolio has the potential to deliver in the short, medium and
long term with (potentially), high value targets. Further, the Board is of the view that policy change
within the European Union, simultaneously driving and supporting corporate growth will create more
future partners in any development (should an exploration program identify a material deposit of
extractable metals).
A description of the Projects and a timeline for the Proposed Transaction is described below.
About AVE
AVE, an entity controlled by Mr Torey Marshall (an unrelated party to Europa who is resident in
Australia), holds, through its subsidiary AVE Europe, a portfolio of highly prospective exploration
licences located in central Austria. In the Company's view the portfolio contains a promising suite of
licences within the Kreuzeck–Goldeck Mining District in the State of Carinthia, Austria. The district
extends east–west for more than 40 km around the south-eastern rim of the Tauern Window and
has a long history of antimony and gold exploration and mining activity. Within this particular area
AVE's portfolio holds three contiguous project blocks along an interpreted highly prospective Au–Sb
corridor: Kreuzeck West, Kreuzeck East and Goldeck–Siflitz.
Map 1: Location in Austria
Highlights:
• District-scale setting: licences positioned along a >40 km historic mining district around the
Tauern Window (Carinthia, Austria).
• Antimony (Stibnite, Sb) historic production anchor: records reference the Hermann
Stollen/Rabant area in Kreuzeck West producing 5,480 tonnes of stibnite and additional local
Sb output in adjacent areas (historic figures are unverified and require confirmation).
• Kreuzeck East – high-tenor stibnite lens mineralisation: historical descriptions reference
stibnite lenses of mining width with typical ore tenor reported at approximately 9–11% Sb and
local massive stibnite reported at 36.8% Sb (with reported associated Cu, As and Pb in the
cited sample).
• Goldeck–Siflitz – gold structural setting with antimony optionality: compilation work and
historical mapping describe multiple shear corridors in graphitic schists, widespread
underground workings, and localised Au–As mineralisation at phyllite/marble contacts, with
antimony occurrences recorded in parts of the district.
• Work program approach: Europa intends to progress a staged program focused on
systematic compilation, confirmatory field checks, and geophysics-supported target definition
prior to drilling.
Map 2: More detailed map
Initial Focus on three main projects in the portfolio:
1. Kreuzeck West: covers an interpreted shear-hosted corridor where antimony mineralisation
is recorded historically as stibnite in layers, lenses and disseminations within sheared
metamorphic rocks. Historical records referenced in the AVE's compilation include stibnite
production at the Hermann Stollen / Rabant area of 5,480 tonnes of stibnite. The project area
contains multiple named historic workings and adits, providing access points for future
verification sampling and mapping where safe and permissible.
2. Kreuzeck East: includes a cluster of historic workings and recorded stibnite occurrences
along an interpreted shear corridor. Historical descriptions compiled by AVE refer to stibnite
lenses of approximately 1.0–1.3 m thickness and an exposed mineralised geometry
described as approximately 150 m strike by 50 m down-dip extent in places, with typical
stibnite ore reported at ~9–11% Sb and local massive stibnite cited at 36.8% Sb (noting
associated elements are also recorded in that cited sample). The project's strike length and
multiple occurrences support a program designed to test continuity and structural repetition.
3. Goldeck–Siflitz: covers the eastern continuation of the Kreuzeck mountains across the Drau
Valley and includes a thick succession of metasedimentary rocks with structurally controlled
lithological boundaries. Compilation work and historical sources describe gold mineralisation
as structurally controlled within multiple parallel shear zones containing quartz-carbonate
cataclasites in graphitic schists, and ore shoots expressed as closely spaced quartz
veins/veinlets with visible gold associated with arsenopyrite and pyrite. Historical mining
records also describe extensive underground development and more than 100 adits and pits
scattered across the Siflitz mining area.
Commenting today, Myles Campion, Executive Chairman and acting CEO of Europa Metals
"Europa is pleased to be able to move quickly onto these highly promising exploration assets in
central Europe. Antimony and gold are both exciting spaces to be in with the current geopolitical
environment. The knowledge base acquired with these projects is at a good level which will enable
the timely execution of geophysics then combined with data compilation to generate targets ready
to drill.
Also bringing on Mr Torey Marshall into the team will allow his knowledge and experience with the
projects to be rapidly deployed on the ground as teams are already in place and relationships
embedded. We look forward to welcoming him on board."
Commenting today, Mr Torey Marshall remarked
"The world is rapidly evolving its understanding of 'MIMBY' – that is, strategic natural resources Must
be In My BackYard. By focussing on the 400m person, sophisticated, centre of Europe, we are
looking to support the aspirations of the bloc in ensuring it has domestic access/supply of certain
critical minerals to move forward. Our focus is to bring new supply sources of critical minerals to our
nearby stakeholders and assist them to move forward their own endeavours. The best value for all
stakeholders is derived by advancing these projects through exploration, and subject to future
results, hopefully into a development in the shortest possible timeframe."
Key terms of the Proposed Transaction
Europa and the vendors of AVE (the "Vendors") have entered into a SPA whereby Europa can,
subject to the satisfaction of various conditions precedent by 31 August 2026 (subject to rights to
extend), acquire 100% of AVE and the Projects.
In consideration for the Proposed Transaction, the Company will pay the Vendors the following:
• Upfront Consideration:
o A$25,000 in cash as an option fee (paid); and
o 5,000,000 fully paid ordinary shares (post consolidation basis) at a deemed issue price of
A$0.20 per share (value of A$1,000,000),
o 2,500,000 options (post consolidation basis) exercisable at A$0.25 each on or before 3
years from the date the Company is admitted to ASX;
(together, the Upfront Consideration).
• Deferred Consideration:
o 1,500,000 performance rights which will convert into fully paid ordinary shares (on a 1 for
1 basis) upon the following hurdles being met within three years from the date the
Company is admitted to ASX:
• 500,000 rights convert upon Europa completing 5,000 metres of drilling within the
Project area within 18 months of completion;
• 500,000 rights convert upon Europa announcing a JORC resource of no less than
250koz Au Equivalent @ 3/gt or better for all minerals or 15kt Sb @ 5% within the
Project area within 24 months of completion; and
• 500,000 rights convert upon Europa announcing a positive scoping study (as defined
by the JORC Code) within the Project area within 36 months of completion; and
o 2.5% Net Smelting Royalty over the Projects
(together, the Deferred Consideration);
Completion of the Proposed Transaction is subject to the following conditions by no later than 31
August 2026 (with an extension to 30 September 2026 if A$4 million is raised by 31 August 2026
("End Date"):
1. Europa completing due diligence on AVE and the Projects (including as to title of the Projects)
to its satisfaction.
2. Europa raising a minimum of A$4 million at an issue price of A$0.20.
3. ASX issuing a conditional letter of admission to Europa, subject to conditions Europa's Board
consider (acting reasonably) reasonable and customary and capable of satisfaction prior to the
End Date.
4. The parties entering into a royalty deed under which AVE Europe will pay a 2.5% net smelter
royalty on terms and with protections customary for a transaction of this nature.
5. Material adverse change and breach of warranty conditions customary for a transaction of this
nature.
Under Australian law approval from Europa's shareholders is not required for the acquisition of AVE
or the Capital Raising.
Vendor representative, Mr Torey Marshall, will be joining Europa as Chief Executive Officer and
Executive Director as part of the Proposed Transaction. Mr Marshall will be paid an annual salary
of A$250,000 and be eligible to participate in Europa's employee incentive scheme (including with
an issue grant of 1.5m options (A$0.25, expiring 3 years from issue).
Capital raising
Europa is currently preparing a prospectus to raise a minimum of A$4m, with the ability to take
oversubscriptions of a further A$1m, through the issue of fully paid ordinary shares at an issue price
of A$0.20 per share, with 1 attaching option (exercise price $0.30, expiring 3 years from issue) for
every 4 shares issued ("Capital Raising"). The Capital Raising will be conditional upon, amongst
other things, Europa acquiring AVE and being admitted to ASX.
Funds raised from the Capital Raising will be used to advance AVE's projects, meet the costs of the
Capital Raising and listing on ASX, and general working capital.
Europa has signed a mandate with GBA Capital to lead manage the Capital Raising. GBA Capital
will be paid 6% of the amount raised and 1 option (exercise price $0.30, expiring 3 years from issue)
for every 4 shares issued under the Capital Raising.
The Capital Raising will be made under a prospectus compliant with the Corporations Act 2001 (Cth).
Persons wishing to acquire securities under the Capital Raising will need to complete the application
form that will accompany the prospectus.
Proposed Extraordinary General Meeting ("EGM")
The Company plans to call for an EGM to be held in or about late July 2026 for the purposes of
seeking shareholder approval to:
- Consolidate the Company's securities on a 10:1 basis; and
- Issue incentive securities to Europa's directors.
The Company will dispatch a Notice of EGM to shareholders outlining the resolutions and the impact
on the Company in due course.
Proposed Capital Structure
Europa's proposed capital structure following implementation of the Proposed Transaction (including
a 10 for 1 share consolidation is as follows):
Raise $4m Raise $5m
Shares Convertible Shares Convertible
securities securities
Number Number Number Number
% % % %
('000) ('000) ('000) ('000)
Securities 10,217 29.0 200 1.2 10,217 25.4 200 1.0
currently on
issue1
Consideration 5,000 14.2 2,500 14.5 5,000 12.4 2,500 12.7
securities issued
to AVE sellers2
Public offer at 20,000 56.8 5,000 29.0 25,000 62.2 6,250 31.7
an issue price of
A$0.20 per fully
paid ordinary
share3
Broker options3 - 0 5,000 29.1 0.0 6,250 31.7
Director options2 - 0 4,500 26.2 0.0 4,500 22.8
Total 35,217 100.0 17,200 100.0 40,217 100 19,700 100.0
1
This assumes a share consolidation under which every 10 ordinary shares and existing options
held will be consolidated to 1 share and option respectively.
2
Each option has an exercise price of $0.25 and expiry date 3 years from Europa's admission to
ASX.
3
Each option has an exercise price of $0.30 and expiry date 3 years from Europa's admission to
ASX.
The public offer will be made in Australia and other jurisdictions the Board considers, at its sole
discretion, feasible, having regard to the compliance costs and likely demand in those jurisdictions.
Proposed timetable
The following is a high level indicative timetable for the Proposed Transaction:
• Early July 2026: Europa completes project due diligence and lodges a prospectus with ASIC
and listing application with ASX
• Late July 2026: Europa raises a minimum of $4m under the prospectus, receives in principle
approval for its securities to be admitted to ASX, hold an EGM for approval of, inter alia, the
Proposed Transaction
• Mid to Late August 2026: completion of the acquisition, capital raising and listing on ASX
The Company's shares are currently trading on the JSE however Europa will seek to voluntarily
terminate the listing of the Company's shares on the JSE post implementation of the Proposed
Transaction, and will advise the process and timing in due course.
The Proposed Transaction is subject to a number of conditions and risks, including some
outside the Company's control, and there is no certainty that the Proposed Transaction will
complete. The Company will continue to update shareholders in due course.
For further information on the Company, please visit www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
E: dsmith@europametals.com
Myles Campion, Executive Chairman and acting CEO (UK)
E: mcampion@europametals.com
Questco Corporate Advisory Proprietary Limited (JSE Sponsor)
Amanda Mahlunge
T: +27 84 287 2718
Europa Metals Ltd is a company incorporated in Australia and limited by shares which are publicly traded on
the AltX of the Johannesburg Stock Exchange.
Cautionary and forward-looking statements
This release contains forward-looking statements and preliminary interpretations that are subject to change as
further work is completed. References to historical production, grades, widths and mineralised extents are
derived from historical reports and compilations and have not been independently verified by the Company at
the time of release. The Company has not defined any Mineral Resources or Ore Reserves for the projects
and any historical estimates (where referenced in source material) are not reported as
SAMREC/JORC-compliant. Exploration is inherently uncertain and there can be no assurance that future work
will result in the delineation of an economic deposit.
Technical glossary
Adit: A nearly horizontal passage from the surface by which the underground mine workings are entered.
Antimony: A mineral, the native element, occurring as grey metallic colour having a hexagonal rhombohedral
crystal structure.
Arsenopyrite: An iron arsenic sulphide mineral (FeAsS)
Disseminated: Disseminated usually referring to small particles of a mineral or ore spread quite uniformly
throughout the host rock.
Metasediments: Sediments or sedimentary rocks which show evidence of being exposed to metamorphism.
Mineralisation: Term describing the hydrothermal deposition of economically important minerals in the
formation of ore bodies.
Pyrite: Yellow lustrous iron sulphide mineral (CuS2).
Quartz: Second most abundant mineral in the Earth's continental crust, after feldspar. It is made up of a
continuous framework of SiO4 silicon–oxygen tetrahedra, with each oxygen being shared between two
tetrahedra, giving an overall formula SiO2.
Schist: A medium-grade metamorphic rock with medium to large, flat, sheet-like grains in a preferred
orientation (nearby grains are roughly parallel). It is defined by having more than 50% platy and elongated
minerals, often finely interleaved with quartz and feldspar.
Stibnite: a lead-grey mineral, typically occurring as striated prismatic crystals, which consists of antimony
sulphide and is the chief ore of antimony.
Sulphide: A chemical compound or mineral containing sulphur in its lowest oxidation state.
Date: 02-06-2026 08:37:00
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