| Thu 14 Dec 2006, 7:00 | | GVM - GVM Metals Limited - Progress on various acq |
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GVM
GVGVM
GVM - GVM Metals Limited - Progress on various acquisitions
GVM Metals Limited
(previously, "Golden Valley Mines Limited")
(Incorporated and registered in Australia)
(Registration number ACN 008 905 388)
Share code on the JSE Limited: GVM & ISIN: AU000000GVM1
Share code on the Australian Stock Exchange Limited: GVM & ISIN: AU000000GVM1
("GVM" or `the Company")
ANNOUNCEMENT REGARDING:
PROGRESS ON THE ACQUISITION BY GVM FROM MOTJOLI RESOURCES (PROPRIETARY) LIMITED
("MOTJOLI") OF:
THE 51% SHAREHOLDING IN HOLFONTEIN INVESTMENTS (PROPRIETARY) LIMITED
("Holfontein Investments") NOT PRESENTLY OWNED BY GVM;
A 50% INTEREST IN "BAOBAB" A SOUTH AFRICAN BASED JOINT VENTURE COAL PROJECT; AND
A 100% INTEREST IN THREE PROSPECTING LICENSES ADJACENT TO BAOBAB IN LIMPOPO
SOUTH AFRICA;
(the above acquisitions being referred to jointly as "the Motjoli
Acquisitions");
THE ACQUISITION BY GVM FROM PETMIN LIMITED ("PETMIN") OF PETMIN`S 50% INTEREST
IN BAOBAB (the Petmin Acquisition"); AND
(the Motjoli Acquisitions and the Petmin Acquisition being referred to jointly
as "the acquisitions")
THE EXERCISE BY GVM OF ITS CALL OPTION IN NIMAG (PROPRIETARY) LIMITED ("NiMag")
Introduction
GVM is an Australian incorporated and Australian Stock Exchange Limited ("ASX")
listed company. It secondary listed ("the Listing") on the JSE Limited ("the
JSE") on 30 November 2006 in the "Resources, Mining - General Mining" sector.
In conjunction with its JSE listing, a Pre-listing Statement was issued on 27
November 2006 ("the Pre-listing Statement").
The purpose of this announcement is to update shareholders on and regarding
various transactions and matters referred to in the Pre-listing Statement as
well as certain other more recent developments.
The Motjoli Acquisitions and purchase consideration
In the Pre-listing Statement, shareholders were advised that GVM had concluded
in principal agreement with Motjoli, a Black Economic Empowerment owned company,
in regard to the Motjoli Acquisitions.
The purchase consideration for the Motjoli Acquisitions is AU$11.486 million and
will, subject to the fulfilment of the conditions precedent referred to in
paragraph 5 below, be settled by GVM through the allotment and issue, credited
as fully paid, of 38 286 742 ordinary shares in GVM.
A further cash payment for the three adjacent prospecting rights will be made
based on the exploration results for those specific areas at a rate of GBP0.01
per inferred ton according to the SAMREC code.
The Petmin Acquisition and purchase consideration
In a recent development, the directors are pleased to advise that GVM has
reached agreement with Petmin for GVM to acquire Petmin`s effective 50% interest
in Baobab. The acquisition will take the form of GVM acquiring 100% of the
issued share capital of Baobab Mining & Exploration (Proprietary) Limited, a
subsidiary group company of Petmin.
The purchase consideration for the Petmin Acquisition is GBP2,5 million and
will, subject to the fulfilment of the conditions precedent referred to in
paragraph 5 below, be settled in cash through proceeds to be derived from a
United Kingdom institutional capital raising in 2007.
The acquisitions and information thereon
Implementation of the Motjoli Acquisitions and the Petmin Acquisition will,
inter alia, constitute GVM as the 100% owner of the Baobab Coal Project.
The Baobab Coal Project consists of granted prospecting rights over sixteen
farms in the Soutpansberg/Mopane coal fields located within the Limpopo Province
of South Africa. The farms intermingle with or adjoin farms held by Rio Tinto
as part of their Chapudi Project. The total area of these farms is in excess of
23 000 Hectares, bringing GVM`s total interests in the Limpopo coalfields to
approximately 32 000 Hectares. Further information on the Baobab Coal Project
and the three adjacent South African Prospecting Licenses will be provided to
shareholders in the general meeting circular to be issued in due course to
shareholders of GVM in regard to the various acquisitions.
Information on the other constituent parts of the acquisitions is as follows:
The Holfontein Coal Project
Full and detailed information on the Holfontein Coal Project, owned by
Holfontein Investments, including a Competent Persons Report thereon, is
contained in the Pre-listing Statement. A copy of the Pre-listing Statement may
be viewed on GVM`s website: www.gvm.com.au, or, may be obtained from the
Company`s South African representative office.
For ease of reference and information to shareholders, the following paragraphs
which are not all encompassing, have been extracted from the Pre-listing
Statement and replicated below:
"The Holfontein Coal Project is located on the main road between Kinross and
Trichard in Mpumalanga in South Africa in the traditional coal mining area south
and west of Witbank where coal mining has taken place for over one hundred
years. The project represents a high grade metallurgical coal opportunity
supported by a smaller amount of thermal coal identified for local consumption.
Conditions precedent
At the date of this announcement, the remaining conditions precedent to the
Motjoli Acquisitions and the Petmin Acquisition are as follows:
the obtaining of the requisite approvals at a general meeting of shareholders of
GVM to be convened and to be held during or before 31 March 2007 for the Petmin
Acquisition and 28 February 2007 for the Motjoli Acquisitions;
- the requisite approvals of the South African Reserve Bank as are
applicable;
- the necessary approvals in terms of section 11 of the Mineral and Petroleum
Resources Development ("MPRD") Bill of South Africa by 30 April 2007 for
the Petmin Acquisition and 30 June 2007 for the Motjoli Acquisitions; and;
- the requisite approvals of the ASX as are applicable in regard to the
acquisitions.
Due to the processes involved with the obtaining of MPRD approval, closure, and
therefore implementation of the Motjoli Acquisitions should not be expected much
before 30 June 2007. The Petmin Acquisition to be completed by 30 April 2007.
Motjoli and issued share capital
As reported in the Pre-listing Statement, Motjoli is owned and controlled by Mr
Nchakha Moloi and Ms Nonkqubela Mazwai. Mr Moloi is also the chairman of
Alexkor Limited as well as a director of a number of other organisations. Ms
Mazwai is a director of the Central Energy Fund and the Strategic Fuel Fund.
GVM sees its partnership with Motjoli as critical to forging a sustainable
relationship with a highly credible BEE company to the benefit of both parties.
Subject to the implementation of the acquisitions and settlement of the
respective purchase considerations, Motjoli will emerge as GVM`s single largest
shareholder having an anticipated effective 32,0% shareholding in GVM, assuming
no further share issues between now and the time the consideration is issued for
the Motjoli Acquisitions.
Financial effects of the acquisitions
Due to the numerous conditions precedent to the acquisitions as well as the
uncertainty at this stage of the capital raising parameters and pricing thereof
referred to in paragraph 3 above, it is not possible at this point to quantify
the financial effects on earnings and asset values per share.
Accordingly, such information will form the subject of a further announcement to
be published at the appropriate time.
General meeting circular to shareholders
A circular to shareholders of GVM in compliance with the Listings Rules of ASX
convening the necessary GVM general meeting for purposes of the acquisitions is
in the course of preparation by the Company`s Australian Solicitors and will be
posted to shareholders as soon as is practicably possible.
Exercise by GVM of its call option in NiMag
The Pre-listing Statement, inter alia, provided comprehensive details on NiMag,
a 74% owned subsidiary company of GVM. As further explained in the Pre-listing
Statement, GVM had the right to exercise a call option to acquire the 26%
shareholding it did not own.
Following its successful JSE listing, the Company has exercised its call option
and has acquired the outstanding 26% shareholding in NiMag for a purchase
consideration of AU$1 923 223 comprising the allotment and issue of 4 620 557
new shares at a price of AU40 cents each and the cash payment of AU$75 000.
The listing of such shares on the ASX and the JSE has already been sought and
granted.
Continuing reporting requirements of GVM
Being a company having listings on the ASX, AIM market in London and on the JSE,
GVM is constantly required, from a continuing obligations perspective, to issue
various announcements and disclosures in the differing jurisdictions in which it
operates.
Such disclosure may necessarily differ in style, content and format and
accordingly, all shareholders as well as prospective investors in GVM, are urged
to consult GVM`s website: www.gvm.com.au where all publicly released and ASX
required information is replicated.
Johannnesburg
14 December 2006
South African Sponsor to GVM
PricewaterhouseCoopers Corporate Finance (Pty) Limited
Date: 14/12/2006 07:00:02 Produced by the JSE SENS Department.
