| Tue 20 Feb 2007, 14:10 | | MMH - Miranda - General issue of shares for cash a |
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MMH
MMH
MMH - Miranda - General issue of shares for cash and investment by Spyglass
Miranda Mineral Holdings Limited
(incorporated in the Republic of South Africa)
(Registration number: 1998/001940/06)
Share code: MMH & ISIN: ZAE000074019
("Miranda" or "the Company" or "the Group")
GENERAL ISSUE OF SHARES FOR CASH AND INVESTMENT BY SPYGLASS
1. Introduction
At the annual general meeting of the Company held on 23 January 2007, the
requisite majority of Miranda shareholders approved an ordinary resolution
authorising the directors to issue shares for cash in accordance with
paragraph 5.52 of the JSE Listings Requirements ("the general authority").
2. Private placing
In accordance with the general authority, the Company has raised R15 372 000
through the successful placing of 24 400 000 ordinary shares ("the placed
shares"), equating to 15 per cent of the Company`s issued share capital, at
a price of 63 cents per share. The private placing was oversubscribed by
130% and the subscribers include two institutional shareholders. The
placing price represents a 9.6% discount to Miranda`s 30-day volume weighted
average price on 23 January 2007, being the date that the price of the issue
was agreed by the directors.
The placed shares are expected to be listed on the JSE by 21 February 2007,
subject to JSE approval, and will rank pari passu with the existing ordinary
shares of the Company.
Miranda has positioned itself as a new generation exploration company
through its business model of outsourcing of technical expertise, forming of
joint ventures with specialist mining partners and just-in-time capital
raising. The proceeds from the placed shares will be used to fund further
exploration and evaluation of certain targeted projects in Miranda`s
portfolio of assets, namely of the:
* indicated resource at the Rozynenbosch base metal and silver project,
* Sesikhona Kliprand coal project,
* Mochudi and Makganyene kimberlite diamond projects,
* Lauraville and Turffontein alluvial diamond projects, as well as
* Limpopo and Syferbult-Boons surface gold projects.
3. Investment by Spyglass
Spyglass is one of the institutions that participated in the private
placing. In addition, Spyglass also concluded agreements with certain
Miranda shareholders in order to facilitate a more substantial investment
(directors` interests in these share transactions are indicated in a
separate SENS announcement), the effect of which is:
* that the Spyglass funds have acquired a 13% stake in Miranda (including
shares placed by the Company in terms of paragraph 2); and
* that the Spyglass funds hold options to acquire a further 9.7% of
Miranda`s issued shares from certain shareholders.
The directors welcome Spyglass aboard as its largest institutional
shareholder. The Spyglass team has developed a strong track record with
their ability to identify value and event-driven investment opportunities in
small- and mid-cap JSE-listed companies. Spyglass also recently concluded a
new joint venture with BoE to jointly manage the first resources hedge fund
in the country.
The board is particularly excited about the planned involvement of the
Spyglass team in assisting with the unlocking of value from Miranda. The
first project already identified in this regard relates to the group`s large
clay deposits on the West Rand. The objective will be to fast-track the
development of these clay deposits given the strong medium-term prospects
for the regional gross domestic fixed investment (GDFI) cycle and seen
against the background of the large and rising shortage of bricks. One of
the clay deposits at Turffontein outside Potchefstroom has already been
identified as an indicated resource with 18 million tons of recoverable
brick-making clay.
4. Financial effects
The table below reflects, for illustrative purposes only, the unaudited pro
forma financial effects of the above mentioned general issue of shares for
cash on the audited financial statements of Miranda for the year ended 31
August 2006. Because of its nature, the pro forma financial information may
not fairly present Miranda`s financial position or results of operations.
The pro forma financial information is the responsibility of the directors
of Miranda.
The "Before the issue of shares" earnings figures illustrate the effect of
the general issue for cash had it been undertaken on 1 September 2005. The
"Before the issue of shares" asset value figures illustrate the effect of
the general issue for cash had it been undertaken on 31 August 2006. The
"After the issue of shares" figures were adjusted as follows:
* the closing and weighted average number of shares in issue were increased
by 24 400 000 shares;
* in the case of the earnings figures, no adjustment was made for interest
earned since Miranda will be utilising the cash proceeds mostly in its
exploration activities; and
* in the case of the asset value figures, the group`s cash holdings were
increased by the R15 327 000 in proceeds from the general issue of shares,
and the share capital and share premium accounts were adjusted to reflect
the issue of the placed shares, with a par value of 1 cent per share, at 63
cents per share.
Before the After the Variance -
issue issue Increase/
of shares of shares (Decrease)
(cents per (cents per
share) share)
Basic loss (2.2) (1.9) 13.6%
Headline loss (2.2) (1.9) 13.6%
Net asset value 199.1 180.4 -9.4%
Net tangible (1.2) 7.6 >100.0%
asset value
Centurion
19 February 2007
Sponsor:
Sasfin Capital
(A division of Sasfin Bank Limited)
Corporate Advisor:
Touchstone Capital (Pty) Limited
Enquiries:
Miranda Mineral Holdings Ltd +27 (0) 12 654 1345
Ron Nel, CEO
Wayne Ison, Financial Manager
www.mirandaminerals.com
Date: 20/02/2007 14:10:00 Produced by the JSE SENS Department.
