| Mon 2 Apr 2012, 8:00 | | KBO - Kibo Mining Plc - Acquisition of controlling interests in strategic energy |
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KBO
KBO
KBO - Kibo Mining Plc - Acquisition of controlling interests in strategic energy
assets in Tanzania
Kibo Mining Plc
(Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B61XQX41
("Kibo" or "the Company")
Acquisition of controlling interests in strategic energy assets in Tanzania
- Kibo to acquire control of a JORC compliant 129mt thermal coal resource;
and
- Kibo to acquire control of licenses prospective for uranium.
Introduction
The Directors of Kibo Mining plc ("Kibo" or the "Company") (AIM: KIBO), the
Tanzania focused mineral exploration and development company, are pleased to
advise that the Company has, subject to conditions precedent set out below,
acquired controlling interests in two portfolios of strategic energy assets in
Tanzania. These consist of a coal asset in the form of the Rukwa Coal Project
near Mbeya and a portfolio of additional licences prospective for both uranium
and coal. The Company has entered into definitive agreements with Mzuri Energy
Holdings Limited ("Mzuri") for the acquisition of a minimum of 51% of all the
issued share capital of Mzuri Energy Limited ("MEL") and with Mayborn Resources
Investments (Pty) Ltd ("Mayborn") for the acquisition of a minimum of 51% of all
the issued share capital of Mayborn.
Transactions
Kibo will acquire no less than 51% of MEL, through its wholly owned subsidiary
Morogoro Gold Limited ("Morogoro") by means of the issue of new shares in Kibo
at an issue price of GBP0.03 per new Kibo share. The total number of
consideration shares will be determined by the formulae set out below. If Kibo
acquires 100% of both MEL and Mayborn, the maximum number of new shares will be
790,297,740.
- Mzuri is a private company incorporated in the Republic of Cyprus.
- MEL is a private company incorporated in Canada.
- Mzuri Coal is a private company incorporated in the Republic of
Cyprus.
- Mbeya Uranium is a private company incorporated in the Republic of
Cyprus.
- Rukwa Coal is a private company incorporated in the United Republic of
Tanzania.
- Mayborn is a private company incorporated in the Republic of South
Africa.
Mzuri owns, or will on closing own, 22,415,004 (or approximately 40%) of the
issued and outstanding shares of, and all claims on shareholders` loan accounts
against MEL;
1. MEL holds 100% of the issued and outstanding shares of and all claims
on shareholders loan accounts against Mzuri Coal Limited ("Mzuri
Coal") who in turn holds 100% of the issued and outstanding shares of
and all claims on shareholders loan accounts against Rukwa Coal
Limited ("Rukwa Coal").
2. MEL also holds, or will on closing hold, 100% of the issued and
outstanding shares of and all claims on shareholders loan accounts
against Mbeya Uranium Limited ("Mbeya Uranium").
Rukwa Coal owns two prospecting licenses in the Mbeya region of the United
Republic of Tanzania on which it has established a JORC compliant inferred and
indicated resource, of at least 129,000,000 tons of thermal coal.
Mbeya Uranium, through its subsidiaries, is either the owner or the applicant in
respect of the prospecting licenses in respect of mineral properties which it
has contributed to an unincorporated joint venture with Mayborn.
Rationale
Commenting on the transactions, CEO Louis Coetzee said:
"Through these acquisitions the Company increases its foothold in Tanzania, a
region that is on the radar of a substantial number of investors and major
industrial groups in Asia and North America.
The acquisitions provide our shareholders with exposure to a large portfolio of
energy assets. This is part of a broader strategic decision by the Company to
combine aggressive exploration within Kibo`s current portfolio with the active
pursuit of suitable acquisitions to build and develop a multi-commodity
exploration portfolio of more advanced exploration project opportunities in
addition to our current gold and base metal work programs.
"We expect to benefit from a number of synergies across the expanded portfolio
and to increase the potential for Kibo to make commercial discoveries in this
highly prospective region. We look forward to keeping shareholders updated on
both our exploration and acquisition activities."
Consideration for the transactions:
Kibo will acquire:
(i) a minimum of 51% and up to the entire issued share capital of MEL for
a purchase price per MEL Share calculated as GBP20,408,932 divided
into the total number of MEL Shares issued and outstanding as at the
Closing Date in consideration for the issue and allotment of ordinary
shares of Euro0.01 each in the capital of Kibo at an issue price of
GBP0.03;and
(ii) a minimum of 51% and up to the entire issued share capital of Mayborn
for a purchase price per Mayborn Share calculated as GBP800,000
divided into the total number of Mayborn Shares issued and outstanding
as at the Closing Date in consideration for the issue and allotment of
ordinary shares of Euro0.01 each in the capital of Kibo at an issue
price of GBP0.03.
Conditions Precedent
The acquisition of MEL and Mayborn are subject to the following material
conditions precedent:
- Sufficient MEL Shareholders having accepted the MEL Offer so that upon
Completion, Kibo will own no less than 51% of the MEL Shares
(calculated on a fully diluted basis); and
- Sufficient Mayborn Shareholders having accepted the Mayborn Offer and
all Mayborn Shareholders having waived any pre-emptive rights in
respect of the Mayborn shares so that upon Completion, Kibo will own
no less than 51% of the Mayborn Shares; and
- The London Stock Exchange plc admitting the Consideration Shares to
trading on AIM and the announcement of its decision in accordance with
rule 12 and 13 of the AIM Rules;
- The JSE Limited admitting the Consideration Shares to trading on the
JSE;
- The approval of the Nominated Advisor and the Designated Advisor of
Kibo having been obtained in writing in respect of the matters for
which their respective approvals may be required in accordance with
the AIM Rules and the JSE Listings Requirements;
- The receipt by the Kibo board of an independent, JORC or SAMREC
compliant competent persons report, and the Fairness Opinion in
respect of the value of the Mineral Assets; and
- The passing of the Resolutions at a forthcoming GM.
Enquiries:
Louis Coetzee +27 (0)83 2606126 Kibo Mining Chief
plc Executive
Officer
John Simpson +44 (0) 161 831 1512 Zeus Capital Nominated
Limited Adviser
Andreas Lianos +27 (0)83 4408365 River Group Designated
Advisor
Nick Bealer +44 (0)207 7109612 Cornhill Broker
Capital Ltd (Corporate
Broking)
Matt Beale +44 (0)7966 389196 Fortbridge Public
Relations
Updates on the Company`s activities are regularly posted on its website
www.kibomining.com
General Background & Strategy
Kibo is a public company registered in Ireland (company number 451931). Its
registered office is Kibo Mining plc, Suite 3, One Earlsfort Centre, Lower Hatch
Street, Dublin 2, Ireland. Kibo was established in early 2008 to explore and
develop mineral deposits in Tanzania, East Africa and was admitted to AIM on 27
April 2010 and AltX in South Africa on 30 May 2011.
The Board of Kibo is composed of highly experienced professionals spanning
mineral exploration, mine development, mining finance and financial control of
public companies. It is supported by well trained and highly motivated Tanzanian
staff that operates from Kibo`s exploration offices in Dar es Salaam and Mwanza.
The mineral assets of the Company comprise three projects in Tanzania - Haneti
(nickel, platinoid elements and gold), Morogoro (Gold) and Lake Victoria (Gold)
which give Kibo access to over 18,000 km2 of early stage exploration licences in
Tanzania`s premier gold mining region, the Lake Victoria Goldfield and within
the newly emerging gold exploration regions in eastern Tanzania.
Kibo`s objective is to enhance Shareholder value through acquisition,
exploration and development of mineral assets in Tanzania. This objective will
be pursued primarily through active exploration, particularly drilling on its
current projects and by using the Company`s experience in Tanzania to acquire
further quality mineral projects on competitive terms that can be quickly
evaluated and taken to the next stage of development. Kibo will undertake
continual risk assessment of its projects and take whatever actions it believes
are necessary to ensure that these risks are mitigated.
02 April
Pretoria
Designated Advisor
River Group
Date: 02/04/2012 08:00:01 Produced by the JSE SENS Department.
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