Noronex (ASX:NRX) sharpens strategic focus through divestment of the Witvlei Copper Project

Noronex Limited (ASX:NRX) has taken a strategically targeted step to streamline its Namibian exploration portfolio, entering into a binding agreement to divest the Witvlei Copper Project for a total consideration of $4.5 million, of which $3.6 million is attributable to the company.

The decision reflects a disciplined approach to portfolio rationalisation across the Kalahari Copper Belt, enabling Noronex to simplify its extensive landholding, concentrate its technical efforts on the most prospective parts of its copper and uranium portfolio, and allocate capital toward upcoming drilling and broader value-accretive opportunities.

Managing Director and Chief Executive Officer Victor Rajasooriar, offers detailed insight into the structure, rationale and strategic implications of the transaction.

What are the key financial terms of the Witvlei sale and how much will Noronex receive?

The divestment is structured around a total cash consideration of $4.5 million, with Noronex entitled to $3.6 million through its 80 percent ownership of the joint venture vehicle that controls the Witvlei Project.

The agreement includes a $200,000 non-refundable option fee, followed by a tranche one cash payment of $1.25 million upon successful completion of the buyer’s due diligence period. A further $1.25 million becomes payable within five business days of the grant of a mining licence for the project.

The remaining $2 million is structured as deferred consideration delivered through a 2 percent net smelter return royalty on production until fully satisfied. In addition to the cash components, Joint Era Mining will receive 20 million Noronex options at an exercise price of 2.4 cents once the tranche one payment is made.

“As part of the deal, JEM will also be granted 20 million options in Noronex at a strike price of 2.4c, which demonstrates their belief in our remaining tenement package.”

Why did Noronex decide to sell the Witvlei Project now?

Although Witvlei hosts a JORC compliant mineral resource of 8.8 million tonnes at 1.28 percent copper, the project represents only 3.5 percent of Noronex’s Namibian licence holding and is located on the western margin of the company’s 858,000 hectare exploration footprint.

The company’s exploration priorities are centred on the Humpback, Damara and Powerline projects, where drilling is being advanced under South32 earn-in agreements.

Against this backdrop, the Witvlei sale is a measured portfolio rationalisation initiative that reduces administrative and technical overhead while enabling a more concentrated and strategically aligned deployment of capital and exploration resources across assets with stronger long-term potential within the Kalahari Copper Belt.

“We are delighted to be working with JEM, who have the funding capacity to take the Witvlei Project to the next step of commercial development.”

What will the funds from the sale be used for?

The staged cash proceeds will materially support the company’s near-term exploration schedule and strengthen its financial position.

A key focus will be the Etango North Uranium Project, where Noronex plans to commence its maiden drilling program in early 2026 in one of Namibia’s established hard-rock uranium districts.

The funding also enhances the company’s capacity to pursue additional business development initiatives across the Kalahari Copper Belt while covering transaction costs and working capital requirements associated with the divestment.

“The total cash proceeds from the sale, comprising $4.5 million in staged payments, will be used to explore at the Etango North Uranium Project, where our maiden drilling program is expected to commence in early 2026.”

What are the next steps required for the transaction to complete?

Completion of the transaction is subject to a defined sequence of conditions.

Joint Era Mining has been granted a three-month exclusivity period to undertake financial, legal and technical due diligence on the Witvlei Project, with the tranche one payment contingent upon its satisfactory conclusion.

The agreement also requires the receipt of relevant third-party approvals, shareholder and regulatory consents for both parties under the ASX Listing Rules and the Corporations Act, as well as a corporate restructure involving Canadian-registered Noronex Ltd and the divestment of Borage Investments by Aloe Investments Two Hundred Thirty Seven.

Subject to these conditions being met or waived where appropriate, Noronex is targeting completion of the transaction in early 2026.

How does this sale impact Noronex’s broader strategy in the Kalahari Copper Belt?

The transaction enhances Noronex’s ability to direct capital and technical resources with greater precision toward the most prospective elements of its copper and uranium portfolio.

With earn-in agreements in place that allow a wholly owned subsidiary of South32 to fund up to $4 million in annual exploration for a potential 60 percent interest, Noronex is positioned to advance the Humpback, Damara, Powerline and Cgae-Cgae projects under a well-structured partnership model.

The divestment strengthens the balance sheet, reduces peripheral commitments and supports the company’s application of modern exploration

techniques to generate new targets and expand its resource base across Namibia and Botswana.

“It will also strengthen our balance sheet, putting us in a much stronger position to pursue attractive new business development opportunities across the Kalahari Copper Belt, whilst rationalising the broader portfolio within the Company.”

A disciplined transaction that enhances strategic clarity

The divestment of the Witvlei Project represents a disciplined and strategically aligned step in Noronex’s ongoing refinement of its African exploration portfolio.

By converting a non-core asset into staged cash payments and future royalty value, the company strengthens its financial foundation while concentrating its operational effort on assets where it is already deploying significant exploration capital, including through structured earn-in partnerships.

With maiden drilling at Etango North approaching and drilling campaigns advancing across key copper prospects, Noronex is positioning itself to pursue a more focused, capital-efficient and strategically coherent exploration program across the Kalahari Copper Belt.

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