Kibo Mining plc – Re-Admission of Company to AIM and JSE & Corporate update 15 August 2012

Kibo Mining plc – Re-Admission of Company to AIM and JSE & Corporate update 15 August 2012

2014-06-12T15:06:34+00:00August 15th, 2012|

RE-ADMISSION OF KIBO SHARES TO TRADING ON AIM AND THE JSE, EXECUTION OF GBP 3 MILLION SHARE PURCHASE FACILITY, AND ACHIEVEMENT OF REVERSE TAKEOVER OFFER ACCEPTANCE THRESHOLDS

  • Publication of Admission Document in relation to reverse takeover acquisitions of MzuriEnergy and Mayborn Resource Investments
  • Suspension on AIM and JSE lifted
  • GBP 3 million share purchase facility to provide additional working capital
  • First tranche under share purchase agreement priced at 2.5p per share
  • 100% acceptances from Mayborn shareholders received
  • 98.5% acceptances from Mzuri Energy shareholders received at this stage
  • Extraordinary General Meeting to approve RTO acquisitions scheduled for 6 September 2012

Dated: 15 August 2012

Kibo Mining plc (“Kibo” or the “Company”) (AIM: KIBO), (JSE: KBO), the Tanzania focused mineral exploration and development company, is pleased to provide this update on the progress of its proposed all share acquisitions of Mzuri Energy Limited (“Mzuri Energy”) and Mayborn Resource Investments (Pty) Ltd (“Mayborn”). Mzuri Energy and Mayborn hold coal and uranium exploration projects in Tanzania that have significant potential and will complement and enhance Kibo’s portfolio of mineral projects in Tanzania.

Suspension Lifted with Publication of Admission Document

The acquisitions of Mzuri Energy and Mayborn constitute reverse takeovers under the rules of the AIM and JSE AltX markets and pursuant to these rules, Kibo’s ordinary shares were suspended from trading on AIM and the JSE AltX pending the publication of a new “Admission Document” setting our full details on the acquisitions and on the enlarged group. Kibo is pleased to report that it has now published this Admission Document, and has received approval from AIM and the JSE for the recommencement of trading in its shares from the opening of the markets on 15 August 2012. A copy of the Admission Document is available on Kibo’s website at www.kibo.energy.

Acceptance of Kibo’s offers to shareholders of Mzuri Energy and Mayborn

The Company is also pleased to report that 100% of the shareholders of Mayborn have accepted its offer to acquire their Mayborn shares subject to the fulfillment of the conditions precedent to the Mzuri Energy acquisition agreement.

The Company is also pleased to report that over 98% of the shareholders of Mzuri Energy have so far accepted its offer to acquire their Mzuri Energy shares subject to the fulfillment of the conditions precedent to the Mzuri Energy Limited Acquisition Agreement. Kibo expects that it will shortly reach 100% acceptances from Mzuri Energy shareholders.

These acceptance levels are above the minimum required acceptance levels of 51% for the acquisitions.

GBP 3 million Share Purchase Facility procured

The Company has entered into an agreement with YA Global Master SPV Ltd (“YA Global”), a specialist fund managed by Yorkville Advisors LLC, to provide a standby funding facility for a period of up to three years (the “Facility”). Under the Facility YA Global will subscribe for ordinary shares in the Company with a minimum gross subscription proceeds of GBP 500,000 (the “Minimum Drawdown”). Subject to certain conditions under the Facility, the maximum gross subscription for ordinary shares in the Company which may be made under the Facility will be GBP 3,000,000. The Facility will be drawn down in minimum tranches of GBP30,000 and maximum tranches which cannot exceed: (a) such amount as would result in YA Global holding more than 2.99% of the entire issued share capital of the Company or 0.99% if the Company is in a takeover period; (b) an amount equal to 400% of the average daily traded volume of the ordinary shares of the Company multiplied by the volume weighted average price of the ordinary shares (the “VWAP”) on AIM for the 10 trading day period immediately prior to the date of the relevant advance notice or; (c) such other amount as may be mutually agreed by the parties. The first tranche will be drawn down at an issue price of 2.5 Pence per share. An amount of GBP2.500.000 of the Facility is optional and can be drawn down at the sole election of the Company.

The cost of the Facility consists of a 2.5% commission on the Minimum Drawdown reducing to a 2% commission on advances in excess of the Minimum Drawdown and a 3.25% implementation fee on the maximum facility. Save in respect of the first advance (as detailed above), ordinary shares subscribed for under the Facility will be issued at 95% of the average of the five lowest VWAPs during the 20 trading days immediately following a request for an advance or such other period as the Company and YA Global shall agree (the “Pricing Period”) for amounts up to the Minimum Drawdown and at 95% of the average of the ten lowest VWAPs during the Pricing Period on amounts in excess of the Minimum Drawdown. The Company may set a minimum acceptable price for ordinary shares issued under the Facility which must be less than or equal to 90% of the VWAP of the ordinary shares on the trading day immediately preceding the date of an advance notice and must be no lower than 105.3% of the nominal value of the ordinary shares. Such minimum acceptable price will not apply to amounts up to £30,000 under the Minimum Drawdown.

Until such time as the Minimum Drawdown has been reached, the Company shall grant warrants to YA Global exercisable at the subscription price of the respective advance if in respect of such advance the amount that is equal to 400% of the average of the daily value of ordinary shares traded for each of the previous ten trading days is less than £30,000. The number of warrants to be issued shall be, in each case, such number of warrants as is equal to the £30,000 divided by the subscription price for such advance up to a maximum value of £500,000 at the relevant subscription prices.

Extraordinary General Meeting and Closing

In fulfillment of part of the conditions precedent governing the Mzuri Energy acquisition agreement, the Company has dispatched a copy of the Admission Document to shareholders. The Admission Document also includes a notice to shareholders convening an Extraordinary General Meeting for 6 September 2012 where, inter alia, shareholders will be asked to approve the implementation of the Mzuri Energy acquisition agreement in accordance with its terms.

It is anticipated that the all share acquisitions of Mzuri Energy and Mayborn will close and the enlarged share capital of Kibo will commence trading on AIM and the JSE on the first trading day after the Extraordinary General Meeting.

Meaningful Support for Achievements

Commenting on the progress made towards closing the acquisitions of Mzuri Energy and Mayborn, Kibo CEO Louis Coetzee said:

“These past weeks have been challenging for smaller mining companies, and we were greatly encouraged by the overwhelming support for the Mzuri acquisition not only from the shareholders of Mzuri Energy and Mayborn, but also from many of our own shareholders who have expressed support in anticipation of the upcoming Extraordinary General Meeting.

We are particularly pleased that the Company has been able to procure a GBP 3 million funding facility with the level of flexibility and optionality that Yorkville has been able to provide . The Company is now well positioned to pursue the closing of the Mzuri merger over the next three weeks, and to complete the integration of the enlarged group’s projects in Tanzania over the remainder of the summer. ”

Enquiries:
Louis Coetzee +27 (0)83 2606126 Kibo Mining plc Chief Executive Officer
Stuart Laing +61 8 94802500 RFC Corporate Finance Limited Nominated Adviser on AIM
Andreas Lianos +27 (0)83 4408365 River Group Corporate Adviser and Designated Adviser on JSE
Nick Bealer +44 (0)207 710 9612 Cornhill Capital Ltd Joint Broker
Matthew Johnson +44 (0) 207 9768800 Northland Capital Partners Limited Joint Broker
Tim Metcalfe +44 (0) 207 9768800 Northland Capital Partners Limited Joint Broker
Matt Beale +44 (0)7966 389 196 Fortbridge Public Relations

 

General Background & Strategy

Kibo  is  a public  company registered  in  Ireland  (company  number  451931).  Its  registered  office  is Kibo  Mining  plc,  Suite  3,  One  Earlsfort  Centre,  Lower  Hatch  Street,  Dublin  2,  Ireland.  Kibo  was established in early 2008 to explore and develop mineral deposits in Tanzania, East Africa and was admitted to AIM on 27 April 2010 and AltX in South Africa on 30 May 2011.

The Board of Kibo is composed of professionals whose experience include mineral exploration, mine development,  mining  finance,  tax,  law,  mergers  and  acquisitions,  and  financial  control  of  public companies.  It  is  supported  by  a  competent  and  motivated  Tanzanian  staff  that  operates  from Kibo’s operations office in Dar es Salaam.

The  mineral  assets  of  the  Company  comprise  three  existing  and  two  newly  acquired  projects  in Tanzania – Haneti (nickel, PGE and gold), Morogoro (Gold) and Lake Victoria (Gold) which give Kibo access  to  over  18,000  sq.km of  early  stage  exploration  licences  in  Tanzania’s  premier  gold  mining region,  the  Lake  Victoria  Goldfield  and  within  the  newly  emerging  gold  exploration  regions  in eastern Tanzania.

The proposed acquisitions of Mzuri Energy and Mayborn will add the advanced Rukwa thermal coal project  and  the  Pinewood  uranium  exploration  project  to  Kibo’s  portfolio  of  mineral  projects  in Tanzania.

The  Rukwa  and  Pinewood  projects  will  provide  Kibo  shareholders  with  exposure  to  an  attractive portfolio of strategic energy assets  in Tanzania. Importantly, they are situated within and close to the  Mtwara  Corridor,  an  area  where  the  Tanzanian  Government  has  committed  to  significant infrastructure development and which  has seen recent multi -million dollar investment in coal and coal-fired power stations and uranium exploration.

The Rukwa project is substantially more advanced than Kibo’s existing exploration projects, with a significant  Mineral  Resource  of  thermal  coal  already  defined.  This  provides  nearer  term development  and  commercialisation  potential,  complementing  the  earlier  stage  existing  projects held  by  Kibo.  This  is  further  supported  by  the  memorandum  of  understanding  that  has  already been entered into with a major Asian conglomerate for the development of a coal mine and minemouth coal-fired power plant based on the Rukwa project.

In  addition,  the  Pinewood  project  encompasses  a  significant  ground  holding  of  prospective  Karoo sequence  sedimentary  rocks.  These  sediments  are  attracting  considerable  interest  from international  companies  exploring  for  uranium  and  coal  mineralisation  foll owing  some  notable discoveries in recent years.

Kibo’s  objective  is  to  build  shareholder  value  in  a  sustainable  manner.  This  objective  will  be pursued  primarily  through  active  exploration  of  its  own  projects  and  by  using  the  Company’s experience  in  Tanzania  to  acquire  attractive  exploration  and  development  assets  on  competitive terms that can be moved swiftly up the value curve by using the company’s own skills base whilst also  seeking  to  benefit  from  strategic  collaborative  relationships  with  industry  leaders  who  have special skills and competencies within their chosen fields of focus. Kibo will undertake continual risk assessment of its projects and take whatever actions it believes are necessary to ensure that these risks are mitigated.

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AIM Share Price
(Ticker: KIBO)
0.45p Change +0.00p
at close on 11 Oct 2019

JSE Share Price
(Ticker: KBO)
16.00c Change +0.00c
at close on 10 Oct 2019

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