TIDMAFF TIDMIMIC
RNS Number : 5217C
Afferro Mining Inc.
17 April 2013
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION
TO US NEWS WIRE SERVICES.
17 April 2013
TSX-V: AFF
AIM: AFF
AFFERRO MINING INC.
Update on discussions with IMIC
Afferro Mining Inc. ("Afferro" or the "Company"), the
exploration and development company focused on iron ore in
Cameroon, notes today's announcement made by International Mining
and Infrastructure Corporation plc. ("IMIC") regarding a potential
offer for the entire issued and to be issued share capital of the
Company.
The potential offer is subject to a number of pre-conditions
including, but not limited to:
-- successful raising of finance for the transaction;
-- completion of documentation required to enact a reverse
takeover under the AIM Rules for the London Stock Exchange plc
("RTO"); and
-- negotiation of an arrangement agreement.
Under the IMIC proposal Afferro shareholders would be given
three options for receiving consideration in respect of their
shares, namely:
-- 80p in cash plus a convertible loan note of 20p, making a
total of 100p for each Afferro share; or
-- 50p in cash plus a convertible loan note of 70p, making a
total of 120p for each Afferro share; or
-- Shares in IMIC equivalent to a valuation of 140p for each Afferro share
The cash portion in the above options will be subject to a limit
of US$100 million. The convertible loan notes will carry a coupon
of 8%, rolled up and paid at the end of the 24 month duration of
the loan notes or on conversion into IMIC shares.
IMIC has advised the Company that, within 15 business days at
the latest, it intends to provide written undertakings that the
minimum US$100 million cash is available to execute the above
proposal. IMIC has also advised that further fund raising is
planned at the time of IMIC's RTO, in order to leave the combined
group with an appropriate level of cash to undertake the further
development of the 100% owned Nkout, Ntem and Akonolinga iron ore
projects as well as the 70% held Ngoa project.
Afferro CEO Luis da Silva said:
"The proposed IMIC offer announced today is an endorsement of
the strong progress that Afferro has made to develop a portfolio of
strategically located iron ore projects in Cameroon. Metallurgical
test work at Nkout has shown that a premium quality concentrate can
be produced at a lower cost of production than initially
anticipated. In addition, Nkout's resource can support a long mine
life, highlighting the considerable value that the Afferro team has
been able to build.
We are encouraged to see continued strong industry interest in
Afferro and will continue to investigate options as they are
presented with shareholders' interests always at the centre of
everything we do. The update on the IMIC discussions is a
development that should be viewed positively especially in respect
of the Chinese consortium that IMIC has assembled to address the
iron ore infrastructure requirements of the Nkout project. We look
forward to further information in the near term so that any
eventual process may be further clarified.
The Board of directors does not believe that an informed
decision can be taken by the Company until such time as a more
formal offer and satisfactory confirmation from IMIC's financial
advisers, is received. As such, Afferro advises shareholders that
no action should be taken at present and the Company looks forward
to further updating the market within 15 business days."
Contact Information
Afferro Mining Inc.
Luis da Silva / Jeremy Cave
Tel: +44 (0) 20 7010 7680
Investec
Nominated Adviser: Neil Elliot
Corporate Broker: Chris Sim
Tel: +44 (0) 207 597 5970
RBC Capital Markets
Joint Broker: Martin Eales / Richard Hughes
Tel: +44 (0) 20 7653 4000
Canaccord Genuity Limited
Financial Adviser: Melissa So / Ross Allister
Tel: +44 (0) 207 523 8000
Pelham Bell Pottinger
Daniel Thöle / James MacFarlane
Tel: +44 (0) 20 7861 3232
About Afferro Mining Inc.
Afferro is an established exploration and development company
listed on the TSX-V (AFF) and AIM (AFF). Afferro's portfolio
includes the 100% owned Nkout, Ntem and Akonolinga iron ore
projects. It also holds a 70% interest in the Ngoa project, an
exploration target bordering Nkout. Nkout comprises a National
Instrument 43-101 ("NI 43-101") compliant Indicated Mineral
Resource Estimate of 1.19Bt at 32.9% Fe and an Inferred Mineral
Resource Estimate of 1.33Bt at 30.3% Fe. The Company had cash, cash
equivalents and short-term deposits totaling $89m on the 31(st)
December 2012.
Qualified Person
Howard Baker (MAusIMM(CP)) has 18 years' experience in the
mining industry and 10 years' experience in the exploration,
definition and mining of iron ore mineral resources. Mr Baker is a
full-time employee of SRK Consulting (UK) Ltd., an independent
consultancy, and has sufficient experience which is relevant to the
style of mineralisation and type of deposit under consideration,
and to the type of activity which he is undertaking to qualify as a
Qualified Person in accordance with National Instrument 43-101 and
a Competent Person as defined in the June 2009 Edition of the AIM
Note for Mining and Oil & Gas Companies. Howard Baker consents
to the inclusion in the announcement matters relating to the
geology, exploration results and mineral resources in the form and
context in which it appears and confirms that this information is
accurate and not false or misleading.
Forward-looking Statements
This announcement includes certain forward-looking statements.
All statements, other than statements of historical fact, included
herein are forward-looking statements that involve various known
and unknown risks and uncertainties as well as other factors. Such
forward looking statements are subject to a number of risks and
uncertainties that may cause actual results or events to differ
materially from current expectations, including delays in obtaining
or failure to obtain required regulatory approvals. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements.
Information about the risks and uncertainties of the Company's
business is provided in its disclosure materials, including its
Annual Information Form and the MD&A for the 12 months ended 31
December 2011, available under the Company's profile on SEDAR at
www.sedar.com. Although the Company has attempted to identify
important factors that could cause actions, events or results to
differ materially from those described in forward looking
information, there may be other factors that cause actions, events
or results not to be as anticipated, estimated or intended. There
can be no assurance that forward looking information will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such information. Accordingly,
readers should not place undue reliance on forward-looking
information. The forward-looking information contained herein,
speaks only as of the date hereof (unless stated otherwise) and,
except as may be required by applicable law, Afferro disclaims any
obligation to update or modify such forward-looking statements,
either as a result of new information, future events or for any
other reason.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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