| Wed 13 Dec 2006, 16:48 | | ARQ - Anooraq Resources Corporation - Abridged Pre |
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JSE
ARQ
ARQ - Anooraq Resources Corporation - Abridged Pre-Listing Statement
Anooraq Resources Corporation
(Incorporated in British Columbia, Canada)
(Registration number 10022-2033)
(JSE share code: ARQ ISIN: CA03633E1088)
(TSXV share code: ARQ ISIN: CA03633E1088)
(AMEX share code: ANO ISIN: CA03633E1088)
(`Anooraq` or `the Company`)
Abridged Pre-Listing Statement
This Abridged Pre-Listing Statement is prepared in terms of the Listings
Requirements of the JSE Limited ("JSE") in order for Anooraq to secure a
secondary listing of its entire issued share capital on the JSE. It is not an
invitation to the public to subscribe for or an offer to the public to purchase
Anooraq common shares, but is issued for the purpose of giving information to
the public with regard to Anooraq. Anooraq has undertaken that it will comply in
full with the JSE Listings Requirements from the date of listing on an ongoing
basis, save where such requirements are in direct contravention of any Canadian
legislation or regulation.
1. Introduction
Anooraq is in the business of acquiring, exploring and developing prospective
platinum group metals ("PGM") properties. The Company`s projects are all
situated on the Bushveld Complex, a geological region internationally recognised
for its PGM and chromitite deposits, located in the North West, Limpopo,
Mpumalanga and Gauteng provinces of South Africa. Anooraq`s wholly owned South
African subsidiary, Plateau Resources (Proprietary) Limited ("Plateau
Resources"), holds its properties and conducts its operations in South Africa.
Anooraq has been positioned as the first black economic empowerment company with
a primary listing on North American capital markets, namely the Toronto Stock
Exchange ("TSX") Venture Exchange ("TSXV") and the American Stock Exchange
("AMEX"). Once certain of its project initiatives have been developed to the
appropriate levels, it is Anooraq`s intention to migrate its Canadian listing to
the TSX.
Anooraq`s two primary projects, being the Ga-Phasha Project, a project on the
eastern limb of the Bushveld Complex, and the Boikgantsho joint venture ("JV"),
a project on the northern limb of the Bushveld Complex, are both undertaken in
joint venture with Anglo Platinum Limited ("Anglo Platinum"). The Ga-Phasha
Project was acquired pursuant to the Pelawan Reverse Take Over ("RTO") Share
Exchange Agreement, which is fully described in paragraph 4 below.
During 2005, the Company`s principal focus was the completion of its advanced
drilling programmes and associated studies at the Ga-Phasha Project and the
Boikgantsho JV. Technical programmes at both of these projects continue to
determine how best to optimally exploit the underlying mineral resources.
The JSE has granted approval for a secondary listing by way of an introduction
of all Anooraq common shares, in the `Mining - Platinum and Precious Metals`
sector of the JSE under the abbreviated name `Anooraq`, with effect from the
commencement of business on 19 December 2006 ("date of listing").
At the date of listing, the authorised share capital of Anooraq will comprise an
unlimited number of common shares of no par value. The issued share capital of
Anooraq will comprise 148 220 407 common shares of no par value.
At the last practicable date, being 30 November 2006, Anooraq had a market
capitalisation of C$ 194 168 733, which is the equivalent of R1 217 806 877 at
an exchange rate of C$1:R6.2719.
2. Incorporation and group structure of Anooraq
Anooraq was incorporated on 19 April 1983 under the laws of the Province of
British Columbia, Canada. The Company was transitioned under the Business
Corporations Act on 11 June 2004, on which date the Company altered its Notice
of Articles to change its authorized share structure from 200 000 000 common
shares without par value to an unlimited number of common shares without par
value.
Anooraq operates directly and through its subsidiaries as follows:
Name of subsidiary Jurisdiction of Anooraq ownership
incorporation interest
Anooraq Mexico Mexico 100%
(inactive)
N1C Resources Cayman Islands 100%
N2C Resources Cayman Islands 100% (held through
N1C Resources)
Plateau Resources South Africa 100% (held through
N2C Resources)
Micawber 277 South Africa 50% (held through
Plateau Resources)
3. Prospects of Anooraq and purpose of the listing on the JSE
Anooraq has a long term objective of becoming a significant PGM producer in
South Africa, through organic growth and project acquisitions either as a stand-
alone producer or through JVs with other producers.
In line with this objective, Anooraq is currently pursuing two exploration PGM
projects in South Africa, the Ga-Phasha Project and Boikgantsho JV where pre-
feasibility studies, including associated drilling, will continue during 2007 in
order to move the projects forward. Furthermore, Anooraq continuously evaluates
co-operation opportunities with various entities, which may or may not lead to
corporate action in the future.
The main purposes of the listing on the JSE are to:
- enhance potential investors` awareness of Anooraq;
- facilitate direct investment in Anooraq by South African investors;
- provide Anooraq with another potential source of capital, including the use
of common shares as acquisition currency;
- provide investors with an additional market for trading Anooraq common
shares; and
- comply with the South African Reserve Bank ("SARB") requirement that
Anooraq list on the JSE on or about 30 September 2006 which deadline was
extended until 31 December 2006.
4. Pelawan RTO Share Exchange Agreement
On 21 January 2004, Anooraq and Pelawan Investments (Proprietary) Limited
("Pelawan") entered into a share exchange agreement, as amended by addenda dated
20 September 2004 and 11 November 2005 ("the Pelawan RTO Share Exchange
Agreement"), pursuant to which Pelawan transferred its shareholding in Micawber
277 (Proprietary) Limited ("Micawber") to Plateau Resources and assigned to
Plateau Resources its participation interest in the JV with Rustenburg Platinum
Mines Limited ("RPM"), a wholly owned subsidiary of Anglo Platinum, in respect
of the Ga-Phasha Project. This was in consideration for Anooraq issuing 91.2
million common shares in its capital to Pelawan and making a cash payment to
Pelawan of R15.7 million. Pursuant to the terms of the Pelawan RTO Share
Exchange Agreement, all common shares held by Pelawan in Anooraq, save for 7.9
million common shares discussed below, are to be retained in escrow or lock-up
until the earlier of 29 September 2010 or twelve months after the commencement
of commercial production from the Ga-Phasha Project and the Boikgantsho JV.
Pelawan must also at all future times be owned 100% by historically
disadvantaged persons and is required by the SARB at all material times in the
future to hold 52% of the issued share capital of the Company.
On 28 March 2005, Pelawan sold 7.9 million of the Anooraq common shares it was
permitted to sell under the Pelawan RTO Share Exchange Agreement to strategic
stakeholders in Anooraq and the proceeds from such sales were remitted to
Pelawan shareholders through the Pelawan Trust.
Potential investors are advised to familiarise themselves with the possible
dilution that could take place pursuant to the conclusion of the Pelawan RTO
Share Exchange Agreement. Details of the possible dilution are included in the
Pre-Listing Statement dated 13 December 2006 copies of which are available as
set out in paragraph 7 below.
5. Controlling shareholders
Pursuant to the Pelawan RTO Share Exchange Agreement, Pelawan, through the
Pelawan Trust is the controlling shareholder of Anooraq with a 56.25%
shareholding in the Company. The sole beneficiary of the Pelawan Trust is
Pelawan. The only directors of Anooraq who have interests in Pelawan are Harold
Motaung and Tumelo Motsisi, whose indirect shareholdings in the Company are 3.9%
and 6.7% of the issued share capital, respectively.
There will be no change in the controlling shareholder of Anooraq as a result of
Anooraq listing on the JSE.
6. Directors of Anooraq
The names, nationalities, ages, business addresses and principal occupations of
the directors are set out below:
Name and Business address Principal
nationality occupation or
function
Scott D. Cousens* Suite 1020 - 800 Director
(41) West Pender Street,
Canadian Vancouver British
Columbia, Canada
V6C 2V6
Robert A. Suite 1020 - 800 Co-Chairman of
Dickinson** (57) West Pender Street, the Board and
B.Sc., M.Sc. Vancouver British Director
Canadian Columbia, Canada
V6C 2V6
David Elliot*** Suite 1020 - 800 Director
(61) West Pender Street,
B Com, CA Vancouver British
Canadian Columbia, Canada
V6C 2V6
Wayne Kirk*** Suite 1020 - 800 Director
(63) West Pender Street,
BA, LLB Vancouver British
American Columbia, Canada
V6C 2V6
Phumzile Langeni* 1st Floor, 43 Director,
(32) Wierda Rd West, Investor
B Com Wierda Valley, relations
South African Sandton, 2196
Popo Molefe** 1st Floor, 43 Co-Chairman and
(54) Wierda Rd West, Director
PhD. Wierda Valley,
South African Sandton, 2196
A.H.C Harold 1st Floor, 43 Chief Operating
Motaung* (37) Wierda Rd West, Officer and
BSc. Eng., MBA Wierda Valley, Director
South African Sandton, 2196
Tumelo M. 1st Floor, 43 Deputy Chief
Motsisi* (44) Wierda Rd West, Executive Officer
BA, LLM, MBA Wierda Valley, and Managing
South African Sandton, 2196 Director
Sipho A. Nkosi*** 1st Floor, 43 Director
(52) Wierda Rd West,
B Com, MBA Wierda Valley,
South African Sandton, 2196
Rizelle M. 1st Floor, 43 Director
Sampson*** (31) Wierda Rd West,
H. Dip Education Wierda Valley,
South African Sandton, 2196
Ronald W. Suite 1020 - 800 President and
Thiessen* (54) West Pender Street, Chief Executive
CA Vancouver British Officer
Canadian Columbia, Canada
V6C 2V6
*Executive director **Non-executive director
***Independent non executive director
7. Copies of the Pre-Listing Statement
English copies of this Pre-Listing Statement can be obtained during normal
business hours between 08H00 and 17H00 from Friday, 15 December 2006 to Friday,
19 January 2007, from the following addresses:
Anooraq Resources Corporation, 1st Floor Wierda Road West, Wierda Valley,
Sandton, 2146; and
Nedbank Capital Corporate Finance, 3rd Floor Corporate Place, 135 Rivonia Road,
Sandown, 2196.
Sandton
13 December 2006
Investment bank, corporate adviser and Attorneys in Canada
transaction sponsor
Nedbank Capital McCarthy Tetrault LLP
Attorneys in South Africa Independent reporting accountants
and auditors in Canada
Deneys Reitz KPMG LLP
Lead sponsor
BDO QuestCo
Date: 13/12/2006 16:48:37 Produced by the JSE SENS Department.
