| Wed 17 Jun 2009, 8:00 | | ARQ - Anooraq - Results of Annual and Extraordinary General Meeting Changes to |
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ARQ
ARQ
ARQ - Anooraq - Results of Annual and Extraordinary General Meeting, Changes to
the Board of Directors and Signing of Definitive Funding Agreements
Anooraq Resources Corporation
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
(JSE share code: ARQ)
(TSXV share code: ARQ)
(AMEX share code: ANO)
(ISIN: CA03633E1088)
("Anooraq" or "the company")
Results of annual and extraordinary general meeting, changes to the board of
directors and signing of definitive funding agreements
Anooraq is pleased to announce that all the resolutions proposed at the annual
general meeting ("AGM") held on Monday 15 June 2009 were passed by the requisite
majorities of votes. The following directors did not stand for re-election at
the AGM and their appointments to the board have therefore terminated: Mr Scott
Cousens, Mr Robert Dickinson, Mr David Elliott and Dr Popo Molefe. The board
wishes to thank these directors for their contribution to the board and the
company over the past years and to wish each of them every success in their
future endeavours.
The company is also pleased to announce that all the relevant resolutions
relating to the acquisition by Anooraq of, inter alia, an effective 51% interest
in Lebowa Platinum Mine ("Lebowa") from Anglo Platinum Limited ("Anglo
Platinum") ("the Acquisition"), as well as the resolutions relating to the
amendments to the stock option plan and the compensation transactions, were
passed by the requisite majorities of votes at the extraordinary general meeting
held immediately after the AGM on Monday 15 June 2009.
All of the material agreements relating to the Acquisition, including definitive
funding agreements relating to:
- the provision of ZAR 750 million (C$103.6 million) of senior debt funding
by Standard Chartered Bank plc;
- the issue of cumulative redeemable "A" preference shares to Rustenburg
Platinum Mines Limited ("RPM"), a wholly owned subsidiary of Anglo
Platinum, in order to raise ZAR 1.2 billion (C$0.17 billion);
- the issue of cumulative convertible "B" preference shares to a special
purpose financing vehicle established between Anglo Platinum and Pelawan in
order to raise ZAR 1.1 billion (C$0.15 billion);
- the provision by Anglo Platinum of two facilities - an operating cash flow
shortfall facility of up to a maximum of ZAR 750 million (C$103.6 million)
and a standby loan facility, comprising up to a maximum of 29/49 of RPM`s
attributable share of the free cash flows from Lebowa; and
- the provision by Anglo Platinum of approximately ZAR 150 million (C$20.7
million) to facilitate the participation of communities and Lebowa
employees in the transaction
- have been signed by the relevant parties.
The company anticipates that the remaining conditions precedent to the
Acquisition will be fulfilled or waived by 30 June 2009 and that the Acquisition
will accordingly become unconditional with effect from 1 July 2009.
Sandton
17 June 2009
Corporate advisers to Anooraq:
QuestCo
North CFAS
Transaction adviser to Anooraq:
The Standard Bank of South Africa Limited
Sponsor to Anooraq:
QuestCo Sponsors
For further information on Anooraq and its South African properties, please
visit our website www.anooraqresources.com or call investor services in South
Africa at +27 11 883 0831 or in North America at 1 800 667 2114.
The TSX Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release.
The NYSE Amex has neither approved nor disapproved the contents of this press
release.
Cautionary and Forward Looking Information
This release includes certain statements that may be deemed "forward looking
statements". All statements in this release, other than statements of
historical facts, that address potential acquisitions, future production,
reserve potential, exploration drilling, exploitation activities and events or
developments that Anooraq expects are forward looking statements. Anooraq
believes that such forward looking statements are based on reasonable
assumptions, including assumptions that: the Acquisition will complete; Lebowa
will continue to achieve production levels similar to previous years; Anooraq
will be able to complete its financing strategy on relatively favourable terms;
and the Ga-Phasha and Platreef Project exploration results will continue to be
positive. Forward looking statements however, are not guarantees of future
performance and actual results or developments may differ materially from those
in forward looking statements. Factors that could cause actual results to
differ materially from those in forward looking statements include market
prices, exploitation and exploration successes, changes in and the effect of
government policies with respect to mining and natural resource exploration and
exploitation and continued availability of capital and financing, and general
economic, market or business conditions. Investors are cautioned that any such
statements are not guarantees of future performance and those actual results or
developments may differ materially from those projected in the forward looking
statements. For further information on Anooraq, investors should review the
Company`s annual information form filed on www.sedar.com or its form 20-F with
the United States Securities and Exchange Commission and its other home
jurisdiction filings that are available at www.sedar.com.
Date: 17/06/2009 08:00:01 Produced by the JSE SENS Department.
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