GILBOA PROPERTIES LIMITED
(Registration number 1986/004649/06)
("Gilboa" or "the Company")
Share Code : GLB
ISDN Code : ZAE 000010286
JOINT VENTURE AGREEMENT AND FURTHER CAUTIONARY ANNOUNCEMENT
Introduction
Shareholders are referred to the cautionary announcement published on 13
November 2001.
Agreement
Gilboa has concluded a joint venture agreement ("JV") with Seacore Limited
("Seacore"), a United Kingdom based specialist marine engineering company,
to form a new entity, Seacore Mining International Limited ("Seacore
Mining "). Gilboa and Seacore will together subscribe for the shares in
Seacore Mining.
Seacore is the sole patent rights holder to a self-contained jack-up
diamond-mining platform ("the Seawalker").
Gilboa Marine Diamonds (Pty) Ltd ("GMD"), a 100% owned subsidiary of
Gilboa, have secured mining rights to the sea concessions 8a, 8b, and 9a on
the west coast of South Africa (" the Namagroen Concessions").
The first venture of Seacore mining will be to deploy a Seawalker in the
shallow water Namagroen Concessions, in order to exploit these mineral
resources. .
Seacore Mining will also undertake all future marine mining projects for
Gilboa and Seacore.
Gilboa will be responsible for:
Transferring a minimum of 25% of the shares and claims of GMD into Seacore
Mining ;
The funding of the first Seawalker; and
Arranging the funding of the future financial obligations of Seacore
Mining's further projects.
Seacore will be responsible for:
Transferring the rights to patents on the Seawalker for marine mining
operations as well as all the marine engineering technology and future
development thereof exclusively to Seacore Mining ; and
All activities relating, but not limited to, assembly, transport,
manufacture, delivery and deployment of Seawalkers and the supervision of
operations on an ongoing basis.
The agreement is dependent on:
Gilboa placing an order for the first Seawalker and guaranteeing the
financing thereof before 31 December 2001 or any such later date as Gilboa
and Seacore agree to in writing; and
Seacore securing) the waiver by Trans Hex Group Limited ("Trans Hex") of
Trans Hex's right of exclusivity to any non-Trans Hex concessions in terms
of a prior agreement between Trans Hex and Seacore.
Gilboa has subsequently secured the necessary funding and has placed its
first order for a Seawalker, and Trans Hex has waived its right of
exclusivity.
Cautionary
Shareholders are advised to continue exercising caution when dealing in the
Company's securities until a further announcement confirming the
structuring and financing of the above and detailing the financial effects
on Gilboa is made.
Pretoria
28 December 2001
Sponsor
Sasfin Bank Limited
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