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MMH
MMH
Miranda - Acquisition of 100% of Molebogeng - a junior exploration company
MIRANDA MINERAL HOLDINGS LIMITED
(previously Proper Group Limited)
(incorporated in the Republic of South Africa)
(Registration Number: 1998/001940/06)
Share code: MMH & ISIN: ZAE000074019
("MMH" or "MIRANDA")
Acquisition of 100% of Molebogeng Mining Investment Holdings (Proprietary)
Limited - a junior exploration company ("Molebogeng")
1. Introduction and terms
The board of Miranda is pleased to announce that Miranda has signed an agreement
with Molebogeng Investment Trust ("the seller") for the acquisition of entire
issued share capital and shareholder claims in Molebogeng for a consideration of
R8.1 million ("the consideration"). The acquisition is classified as a category
3 transaction for JSE Limited purposes.
The consideration will be settled by the issue and delivery of 9 million
ordinary shares in Miranda to the vendors of Molebogeng on the effective date,
which will be the day of completion of the suspensive conditions set out in
paragraph 5 below. The suspensive conditions have to be completed within 28 days
from the signature date, which was 14 July 2006, failing which the agreement
will lapse.
2. The business of Molebogeng
Molebogeng holds a number of issued prospecting rights as well as prospecting
applications that have been submitted to the Department of Minerals and Energy.
These relate mainly to coal, diamonds and gold exploration prospects located in
various parts of South Africa. Molebogeng has also acquired a mining concession
in the Zambezi Province of Mozambique, to mine Tantalite.
3. Rationale
Miranda and Molebogeng have a similar strategy, and the acquisition of the
Molebogeng portfolio enhances and balances the current Miranda Portfolio. Mr.
Philuppus Jacobus van der Walt (B.Proc, LLB, LLM, CFP) and Joe Letswalo (BLC,
LLB, MBA) will join the board on the effective date.
4. Financial effects
The table below sets out, for illustrative purposes only, the pro forma
financial effects of the acquisition on the unaudited financial statements of
Miranda for the six months ended 28 February 2006 and are the responsibility of
the directors of Miaranda. The pro forma earnings figures illustrate the
possible financial effects if the transaction had been undertaken on 1 September
2005, which is for a period of six months, whereas the pro forma net asset value
figures illustrate the possible financial effects if the transaction was
effected on 28 February 2006. Due to their nature, the pro forma financial
effects may not give a fair reflection of the financial position of Miranda
after the acquisition.
Before the After the %
acquisition acquisition change
- -
Six months Pro forma
ended six months
31 Aug 2005
Loss (cents per share) 1.1 1.03 (6.36)
Headline loss (cents per share) 1.1 1.03 (6.36)
Net asset value (cents per share) 200.0 194.4 (2.9)
Net tangible asset value (cents per share) 199.7 193.5 (3.1)
Actual and weighted average number of shares 153 731 162 731 5.85
in issue (R"000)
5. Conditions precedent
The acquisition is subject to conditions that are considered normal for a
transaction of this nature, of which the following remain outstanding:
- The requisite regulatory compliance and approvals, if any; and
- The completion of a due diligence investigation by Miranda.
Pretoria
20 July 2006
Sponsor
Sasfin Capital
a division of Sasfin Bank Ltd
Date: 21/07/2006 08:00:10 AM Produced by the JSE SENS Department
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