| Thu 17 Feb 2011, 10:16 | | IFC - IFCA Technologies Limited - Detailed Cautionary Announcement |
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IFC
IFC
IFC - IFCA Technologies Limited - Detailed Cautionary Announcement
IFCA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2006/030759/06)
Share code: IFC ISIN: ZAE000088555
("IFCA Tech" or "the company")
DETAILED CAUTIONARY ANNOUNCEMENT
Following the cautionary announcements dated 26 November 2010 and 21 January
2011, the Company is pleased to advise that a Heads of Agreement has been signed
between the Company, Kutana Capital (Proprietary) Limited ("Kutana") and
Stonewall Mining (Proprietary) Limited ("Stonewall") dated 10 February 2011.
The intention is for IFCA Tech and Kutana to acquire 35% of Stonewall`s issued
share capital through a special purpose investment company ("SPV"), which will
be formed and jointly owned by IFCA Tech (with 30% share in the SPV) and Kutana
(with 70% share in the SPV), in order for IFCA Tech and Kutana to become the
financial partners of Stonewall.
"This acquisition will form the base for additional acquisitions in the resource
environment, which will ensure ongoing and additional value creation for all
shareholders" said Anthony Barnard, CEO of IFCA Tech
Stonewall Mining is a junior gold mining company that has conditionally agreed
to acquire two high potential mining assets in South Africa`s Eastern Goldfields
namely Transvaal Gold Mining Estates and Bosveld Mining with a total current
resource of 3.3 million oz. The company is led by an experienced management team
and its CEO, Lloyd Birrell, has a track record of successfully recommissioning
gold assets and restoring them to profitability. Stonewall plans to be a 200
000oz producer within 3 years by exploiting near term projects, commissioning a
100 000oz p.a. producing mine and increasing the total resource to 7 million oz
through exploration.
6 000 ordinary shares in Stonewall are to be issued to the SPV for a purchase
consideration of $8 000 000 (eight million US dollars) which will take the SPV`s
shareholding in Stonewall to 35%.
The SPV will, in addition, provide Stonewall with a $5 000 000 (five million US
dollars) loan for the purposes of working capital which can be drawn down
immediately in Rands and is in addition to the $8 000 000 equity purchase by the
SPV.
The terms of the loan as well as the equity purchase are as follows:
* the R5 000 000 loan to be made available to Stonewall by 28 February
2011;
* draw downs on the $5 000 000 to be done in conjunction with the
placement agent;
* an interest rate of the South African prime rate plus 2 percent per
annum compounded monthly will be calculated on the loan;
* interest to be serviced on a monthly basis;
* the loan plus interest on the loan to be repaid within 3 years in
equal instalments at the end of each year;
* Stonewall to list on an international stock exchange as well as a dual
listing on the JSE Limited as soon as possible after the effective
date of this heads of agreement;
* The following appointments to be made by Stonewall:
* Dave Murray - Chairman
* Lloyd Birrell - CEO. A 3 year management contract to be signed
with Stonewall by Mr Birrell.
* Trevor Fourie - Director
* A further appointment in due course to represent the SPV
* A further appointment of an independent director; and
* If the SPV is offered opportunities to acquire or invest in any
African gold projects, an offer to Stonewall for first right of
refusal to make the investment or acquisition to be given;
Further investment capital will be made available to Stonewall to fund future
capital expenditure programmes if necessary.
IFCA Tech is in other negotiations for the acquisition of mining and
manufacturing assets that will constitute a reverse listing in terms of the JSE
Listings Requirements.
Shareholders are advised that the Company will need to ensure that, post the
acquisitions; the new group meets the requirements for a new listing, which is
subject to the JSE approval.
Accordingly, shareholders are advised to exercise caution until the further
acquisitions, together with pro forma financial effects of the acquisitions, are
finalised and announced on SENS.
Johannesburg
17 February 2011
Designated Advisor
Arcay Moela Sponsors
(Proprietary) Limited
Date: 17/02/2011 10:16:08 Produced by the JSE SENS Department.
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