TIDMIMIC TIDMAFF
RNS Number : 5401C
Intl Mining & Infrast Corp PLC
17 April 2013
For immediate release 17 April 2013
INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC
("IMIC" or "the Company")
Update on discussions with Afferro Mining Inc.
International Mining & Infrastructure Corporation plc (AIM:
IMIC), the company focused on unlocking the value of African iron
ore through infrastructure development and strategic investments in
junior miners, announces that it has submitted a proposal to the
board of Afferro Mining Inc. ("Afferro") in relation to a potential
offer to acquire the entire issued and to be issued share capital
of Afferro (the "Proposal").
The Proposal indicates IMIC's intention to acquire Afferro by
way of a Plan of Arrangement, 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")
-- negotiation of a Plan of Arrangement
It is proposed by IMIC that Afferro shareholders will 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
-- 50p in cash plus a convertible loan note of 70p, making a
total of 120p for each Afferro share
-- 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.
The proposed offer values Afferro, which is developing a
portfolio of strategically located iron ore assets in Cameroon, at
between GBP105 million and GBP147 million.
IMIC has advised Afferro that, within 15 business days of today
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 a further fundraising is
planned at the time of IMIC's RTO, to leave the combined group with
an appropriate level of cash to undertake the further development
of Afferro's assets: the 100% owned Nkout, Ntem and Akonolinga iron
ore projects as well as the 70% held Ngoa project.
As announced separately today, IMIC has entered into strategic
partnerships with two major Chinese SOEs ("state owned
enterprises") in connection with an infrastructure and offtake
solution for the Nkout iron ore project, Afferro's flagship asset.
This solution would have the potential to open up the substantial
iron ore corridor running through Cameroon.
Haresh Kanabar, Chairman of IMIC, said: "We have carried out
extensive due diligence on Afferro, which is developing a portfolio
of iron ore projects in Cameroon including the flagship Nkout
project located in a major emerging iron ore region.
"We believe that, together with our Chinese strategic partners,
we have the necessary capabilities to develop the mining-related
infrastructure associated with Nkout, which significantly de-risks
the project and creates the potential for long-term returns for
shareholders and stakeholders alike. We are delighted we are
progressing our plans to acquire Afferro which we believe if
completed will add considerable value for our shareholders as well
as being attractive to Afferro shareholders."
For further information, please contact:
International Mining and Infrastructure www.imicplc.com
Corporation plc
Haresh Kanabar, Chairman
Ousmane Kane, Chief Executive Officer
James Ward, Finance Director +44 (0) 20 7290 3340
Bank of America Merrill Lynch - Financial
Adviser +44 (0) 20 7628 1000
Omar Davis
Ken McLaren
Ocean Equities Limited +44 (0) 20 7786 4370
Guy Wilkes
Will Slack
WH Ireland Limited - Nominated Adviser www.wh-ireland.co.uk
Mike Coe +44 (0) 117 945 3470
Buchanan www.buchanan.uk.com
Mark Court / Fiona Henson / Sophie Cowles +44 (0) 20 7466 5000
About IMIC
International Mining Infrastructure Corporation plc (IMIC), in
conjunction with its privately held strategic partner African Iron
Ore Group (AIOG), is working to unlock value in the metals and
mining industry in West and Central Africa by providing
infrastructure solutions, for railways, deep-water ports, power
and/or iron ore beneficiation, that will allow the region's
emerging iron ore projects to develop into globally significant
export operations.
IMIC and AIOG are well positioned to partner African host
countries in the delivery of infrastructure arrangements, and to
assist with initiatives that best address the long-term aspirations
of their governments and people.
China, as consumer of 70% of the world's seaborne iron ore, is
key to this opportunity. A best in breed alliance of Chinese
construction and equipment groups and iron ore off-takers has been
carefully assembled to provide funding and delivery of projects and
onward sale of iron ore.
IMIC's first infrastructure project is the Simandou South iron
ore project in the Republic of Guinea, where there is an agreement
with the Guinean government to deliver a multi-purpose, multi-user
infrastructure solution which ultimately could become the backbone
of the country's transport network.
IMIC also takes strategic stakes in junior miners with the
intention of benefiting from the uplift in value once an
infrastructure solution is initiated.
IMIC shares are traded on the London Stock Exchange's AIM market
under the ticker symbol IMIC.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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