| Thu 9 Oct 2008, 15:48 | | TBX - Thabex Limited - Disposal of interest in Angel Diamonds (Pty) |
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TBX
TBX
TBX - Thabex Limited - Disposal of interest in Angel Diamonds (Pty)
Limited and renewal of cautionary announcement
THABEX LIMITED
("Thabex" or "the Company")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
DISPOSAL OF INTEREST IN ANGEL DIAMONDS (PTY) LIMITED ("ANGEL DIAMONDS")
AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
DISPOSAL OF INTEREST IN ANGEL DIAMONDS
1. Introduction
1.1. Shareholders are hereby advised that Thabex has entered into a
share purchase and option agreement ("the Agreement") for the disposal
of its interest in Angel Diamonds ("the disposal").
1.2. Pursuant to the Agreement, Thabex and the five other vendors ("the
Vendors") have agreed to dispose of up to 100% of the issued share
capital of Angel Diamonds to Mantle Diamonds Limited ("Mantle"), in
three stages. Thabex holds 70% of the issued share capital in Angel
Diamonds.
1.3. The disposal referred to in 1.2 above, constitutes a category 1
disposal in terms of the Listings Requirements of the JSE ("Listings
Requirements") and is subject to shareholder approval. A circular
containing a notice of general meeting will be dispatched to
shareholders in due course.
2. Particulars of the disposal
2.1. Initial stage
2.1.1. The Vendors will initially sell 20% of the issued share
capital of Angel Diamonds ("Initial Shares") to Mantle on a pro rata
basis, on the closing date. The purchase consideration for the Initial
Shares is US$250 000, which will be paid through the issue of Mantle
shares to the Vendors ("Initial Payment Shares").
2.1.2. Thabex shall receive US$175 000 worth of the Initial Payment
Shares.
2.1.3. The Initial Payment Shares will be held in escrow by Thabex`s
attorneys until the date Angel Diamonds obtains a mining license
("Mining License") to explore for and mine diamonds on the Kolo
Kimberlite Project ("Grant Date").
2.1.4. Thabex will sell US$500 000 of the shareholders loan account
to Mantle on the Closing Date, which amount shall be settled in cash
(US$200 000 has already been paid to Thabex).
2.1.5. Funding for Application
Mantle agrees to lend in advance to Angel Diamonds, US$500 000
for the preparation of the application for the Mining License.
2.1.6. Funding for Pre-Feasibility Study
Mantle will lend in advance to Angel Diamonds an amount of up to
US$500 000 for the preparation of a pre-feasibility study for
the Kolo Project, prior to the granting of the Mining License.
2.1.7. Other Exploration
Mantle agrees to fund at its sole expense the investigation and
exploration by Angel Diamonds of other possible diamondiferous
deposits on the Prospecting License Area, including Sekameng,
at a minimum cost of US$50 000.
2.2. First option stage
2.2.1. Mantle has the option to acquire an additional 40% of the
issued share capital of Angel Diamonds ("First Option Shares") from the
Grant Date and for a period of seven business days thereafter.
2.2.2. The purchase price for the First Option Shares will be US$750
000, which will be paid through the issue of Mantle shares to the
Vendors ("First Option Payment Shares").
2.2.3. Thabex shall receive US$525 000 worth of the First Option
Payment Shares.
2.2.4. The Vendors have agreed to abide by any escrow, lock-up,
pooling or other share transfer restrictions, required by securities
regulators or underwriters in connection with the public listing of
Mantle shares.
2.2.5. In the event that Mantel acquires the First Option Shares,
Mantle shall acquire the remainder of the shareholders loan of US$500
000 from Thabex, which amount shall be settled in cash on the same day.
2.2.6. Construction of mine
On approval of the Mining License, Mantle agrees to lend and
will advance to Angel Diamonds up to US$2 million to construct a
mine.
2.3. Second option stage
2.3.1. Mantle has the option to acquire the remaining 40% of the
issued share capital of Angel Diamonds ("Second Option Shares"), from
the Grant Date and for so long as the shareholders agreement to be
entered into between Mantle and the Vendors on the closing date, remains
in effect.
2.3.2. The purchase price for the Second Option Shares will be
determined by Angel Diamond`s auditors and an independent valuator in
terms of the SAMVAL Code.
2.4. Subject of the disposal
The subject of the disposal is Thabex`s 70% interest in and its
shareholders loan account against Angel Diamonds.
2.5. The effective and closing date
The effective date of the Agreement was 29 September 2008. The
closing date of the Agreement is the date Thabex fulfills all its
obligations in terms of the Listings Requirements ("Closing
Date").
2.6. Conditions
The Agreement is subject to the conditions that by the Closing
Date:
2.6.1. the representations and warranties provided by the Vendors in
the Agreement are true, accurate and not misleading as at the Closing
Date;
2.6.2. all required consents shall have been obtained from the
appropriate governmental authorities and other persons on terms
acceptable to Mantle;
2.6.3. there are no material adverse changes to Angel Diamonds or the
value of the Angel Diamonds shares between the date of the Agreement and
the Closing date; and
2.6.4. certain documentation required to implement the Agreement be
delivered to Mantle.
2.7. Failure to obtain the Mining License
In the event that Angel Diamonds is unable to obtain the Mining
License:
2.7.1. the Vendors will sell the Initial Payment Shares back to
Mantle for US$1;
2.7.2. Mantle will sell the shares it acquired in terms of the
Agreement back to the Vendors for US$1; and
2.7.3. Thabex`s portion of the shareholders loan, Mantle`s portion of
the shareholders loan and all loans made by Mantle to Angel Diamonds,
will be repaid on a pro rata basis, based on the total loan amount held
by each of Thabex and Mantle, from the proceeds of the sale of the
assets of Angel Diamonds.
3. Business carried on by Angel Diamonds
Angel Diamonds holds a prospecting license over the Kolo Kimerlite
project in Lesotho. Angel Diamonds will make an application to obtain
the Mining License in respect of the Kolo Kimerlite project. Pursuant
to the Agreement Mantle will manage the Kolo Kimerlite project and
will advance funds to Angel Diamonds by way of loan account in order
to, inter alia, conduct a prefeasibility study on the project and
construct a mine on the project.
4. Rationale for the disposal
The disposal of the Thabex`s interest in Angel Diamonds will allow
Thabex to focus on its main objectives, which are the exploration and
mining of kimberlite and alluvial diamond deposits.
5. Application of disposal consideration
The disposal consideration will be used towards working capital
requirements of the Company and to undertake further prospecting at
the Monastery Mine and to compile a new CPR for Salt River Resources
Limited.
6. Pro forma financial effects
The pro forma financial effects have not been included in this
announcement as the Company`s annual report has not yet been sent to
shareholders, for which Thabex was been suspended from trade on the
JSE with effective from 1 October 2008. The annual report is in the
process of being printed and should be sent to shareholders on Monday
13 October 2008. The pro forma financial effects of the disposal will
be published on SENS on the same date that the annual report is sent
to shareholders.
FURTHER RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the further renewal of cautionary
announcement dated 8 October 2008. Shareholders are hereby advised that
as the pro forma financial effects of the disposal have not been
disclosed to shareholders in this announcement, shareholders are advised
to continue exercising caution when dealing in Thabex`s securities until
the announcement containing the pro forma financial effects of the
disposal is made.
Johannesburg
9 October 2008
Sponsor
PSG Capital (Pty) Ltd
Explore our website: www.thabex.com
E-mail: info@thabex.com
Telephone number: 0860 THABEX (0860 842239) or +27 11 459 6600
Date: 09/10/2008 15:48:24 Produced by the JSE SENS Department.
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