RNS Number:5343C
Platinum Diversified Mining Inc.
21 August 2007
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, Republic of South Africa or Japan
PLATINUM DIVERSIFIED MINING INC.
PROPOSED ACQUISITION OF INTERNATIONAL CONSOLIDATED MINERALS LIMITED
PROPOSED CHANGE OF NAME TO INTERNATIONAL CONSOLIDATED MINERALS INC.
RE-ADMISSION TO TRADING ON AIM
NOTICE OF EXTRAORDINARY GENERAL MEETING
Certain definitions and terms apply throughout this announcement and your
attention is drawn to the table at the end of this announcement where these
definitions and terms are set out in full.
Platinum Diversified Mining Inc. yesterday conditionally agreed to acquire the
entire issued share capital of International Consolidated Minerals Limited
through the issue of 30,000,000 Consideration Shares and 641,308 Consideration
Warants, valuing ICM at US$240 million at the Original Placing Price of $8.00 each and
approximately US$219 million based on the closing mid-market price of $7.30 per
Ordinary Share on 13 March 2007, being the day immediately prior to the suspension
of the Company's shares from trading on AIM under Rule 15 of the AIM Rules. With
today's announcement that suspension has been lifted.
The Company was formed to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition, stock purchase or other similar business
combination with one or more unidentified operating businesses in the mining
industry. The strategy articulated by the Company in its original AIM admission
document was that the Company planned to acquire target businesses that are
available at valuations that management believes are not reflective of their
full productive potential or that can be used as a platform for further
potential acquisitions. The Existing Directors believe that the Acquisition is
in line with this strategy.
Since the Original Admission, the Existing Directors of Platinum have focused on
identifying appropriate mining assets or companies including Nord, which the
Company agreed to acquire in October 2006 but which was subsequently terminated
by the parties by agreement.
The Acquisition constitutes a reverse takeover pursuant to the AIM Rules. The
AIM Rules require that completion of the Acquisition is subject to the prior
approval of Shareholders, which will be sought at the EGM to be held on 13
September 2007, and the publication of an AIM admission document, copies of which
were sent to the Shareholders on 20 August 2007 and which is available on the
Company's website at www.platinumdiversified.com. A conditional
application will be made to the London Stock Exchange for Admission to trading
on AIM of the Enlarged Share Capital and Warrants.
Information on ICM
ICM was formed in September 2005 to acquire and pursue the exploration,
development and production of mineral assets with a focus in Latin America, and
initially in Peru. ICM's strategy is to focus on the development of high quality
mining assets at an advanced stage of development.
In 2005, ICM acquired certain Peruvian assets from HIRI. The assets acquired
comprise 100 per cent. ownership of 32 mining concessions and one beneficiation
concession. The mining concessions cover approximately 2,105 hectares, while the
beneficiation concession covers approximately 65 hectares. Located on the
Concessions, and included in the assets, is an existing mine and concentrator
which needs rehabilitation. This was constructed in the early 1980's and
operated continuously for 13 years until 1995, when the project resumed
operations under new ownership and operated at a reduced rate of 50 tpd
intermittently under a care and maintenance programme. Since the acquisition of
Pachapaqui Mine in February 2006 ICM has worked on upgrading the concentrator,
which remains in a run down condition but which is expected to be improved
following Completion.
Historical geological data has been re-catalogued and filed, and certain of the
data required for early mining operations entered into a computerised geological
model.
Beginning in early 2007 ICM embarked on a drilling and exploration programme
primarily in and around the Mantos area. The programme includes surface mapping,
trenching, diamond drilling, logging, sampling, and assaying at an independent
certified laboratory in Peru, all according to strict standards. An independent
CNI 43-101 quality report was conducted in January 2006 and revised in December
2006, and an independent competent person's report by CSA was completed in June
2006 and a revised version is included in the Admission Document. Approximately
190 people are currently working full time on the project on a permanent
or contract employment basis; this number is expected to be reduced to approximately
155 in the 18 months following Admission, plus an additional 25 contracted security
personnel, by layoffs of temporary personnel.
In addition, ICM is working extensively with the local communities in the
Pachapaqui area to keep them involved and up to date with respect to the
Pachapaqui Mine, and has undertaken several community projects. A 10-year land
surface use agreement was signed in July 2006, effective 1 January 2006, with
the local community which owns the surface rights land of the Pachapaqui Mine.
Pachapaqui Mine
Minera Pachapaqui S.A.C. was formed following the acquisition of the Pachapaqui
mining concessions by Jorge Ganoza Bustamente in 1971. In 1981, a concentrator
was built on-site which processed 1.6 million of concentrator feed tonnes over
the following 13 years. The bulk base metal mineral concentrate products were
trucked up to 350 km for sale to local smelters and/or concentrate/metal buyers.
During the early 1990's the Pachapaqui Mine concentrator was capable of
processing up to a maximum of 800 tpd of concentrator feed ore with the highest
historical averages, sustained for a full year being 650 tpd in 1990. The
Pachapaqui Mine closed in 1994 due to a number of factors: increased terrorist
activity by the Shining Path; government policies; low metal prices; and
corporate financial problems. In 1995, BCL, Sucarsel del Peru and Minera Aquia
S.A. acquired control of the Pachapaqui Mine through a stock and asset purchase
and in 1997 the new owners completed a limited concentrator refurbishment
allowing the production of three separate mineral (lead, zinc and copper)
concentrates, and resumed production in 1997 on a reduced scale, averaging less
than 50 tpd, and this production rate continued to February 2006.
After Admission, the Proposed Board intends that the Enlarged Group will focus its
efforts on the Pachapaqui Mine, and only carry on EIA and permitting, and sampling/testing
activities at the San Luis projectits other mining asset. At both projects, the
acquisition of further mining concessions in the respective areas may be undertaken
if favourable opportunities arise, subject to the availability of working capital.
It is the intention of the Proposed Board to utilise a portion of the Proceeds
to fund the Drilling and Exploration Programme and, subsequently, a BFS, which
will focus primarily on the Acumulacion Pachapaqui No. 1 mining concession. The
Proposed Board also intends to examine in the future the potential for further
exploration as outlined in the CPR that may be undertaken after the completion
of the Drilling and Exploration Programme.
Location
The Concessions are located in the district of Aquia, in the province of
Bolognesi, in Peru near the town of Pachapaqui, which lies some 240 km
north of the city of Lima. The Concessions, which are located within the
Cordillera Huayhuash - the Huayhuash mountain range - originally comprised of 48
concessions totalling 2,537 hectares. This included two overlapping claims,
within which a number of smaller claims were enclosed. In 2004, in an effort to
consolidate land holding into a more efficient package, Plata Peru Resources
Inc. made final registration of the two upper mining concession blocks with the
Peruvian Ministry of Mines. The consolidated concession holdings now consist of
32 mining concessions and one beneficiation concession with a combined surface area of
approximately 2,170 hectares.
Permits
The Proposed Board believes that the Enlarged Group will, on Completion, hold
all of the necessary permits and authorisations to conduct its intended
activities for the 18 months following Admission.
In order for the Enlarged Group to undertake future mining and beneficiation
activities at the Pachapaqui Mine, there are various permits and authorisations
that are required including, amongst other things, a user certificate for
handling chemicals and controlled products, licences for the use of water and
water discharge from the Pachapaqui Mine, a mining operation certificate, an
authorisation for the use of explosives, an authorisation for electricity
generation activities and registration with the Peruvian General Hydrocarbon
Bureau to store more than 5,000 gallons of fuel at one location on site. The
Proposed Board believes that the Enlarged Group will be able to secure the required
permits and authorisations.
The Pachapaqui Mine currently has approval under a 1997 EIA for a 450 tpd mining
operation which allows the operation to process up to 50 per cent. more than
that level, except in respect of the beneficiation concession which currently
entitles beneficiation activities up to 450 tpd. ICM completed an EIA for 1,500
tpd and has submitted it to the government, in the meantime, all permits for
1,500 tpd have been applied for with the exception of the water use permit, the
water discharge permit and benefication concession, which are expected to be received
within three months of Admission. Under current plans, the approval of the 1,500
tpd EIA and beneficiation concession is not expected to impact on the activities
of the Enlarged Group for at least 18 months following Admission as during this period
the Proposed Board intends to focus on the Drilling and Exploration Programme.
Resources
The description of resources and reserves in this announcement have been
extracted without material adjustment from the CPR set out in the Admission
document, and should be read in conjunction with the CPR. The resource estimate
for the Concessions presented in Table 1 below, is compliant with JORC
definitions and guidelines for the reporting of resources.
The following criteria were used by CSA to derive the resources for the
Pachapaqui area:
Metal price cut-off values as in:
. US$7.00/oz for Ag
. US$0.44/lb for Pb
. US$0.49/lb for Zn
. US$1.35/lb for Cu
The above values define material as having a net smelter value of US$40.00 per
tonne.
Table 1: Measured and Indicated Resources in the Pachapaqui mining area
Category Tonnages Ag Pb Zn Cu
(tonnes) (oz/t) (%) (%) (%)
Measured 3,612,549 5.46 2.55 4.19 0.65
Indicated 2,137,965 6.01 2.94 4.79 0.72
Total 5,750,514 5.66 2.70 4.41 0.67
The resources presented in Table 1 have been classified within the standards as
identified by JORC.
There is also an inferred tonnage of 1,613,000 with grades of 6.70 oz/tonne Ag,
4.10 per cent. Pb, 6.20 per cent. Zn and 0.70 per cent. Cu. The method of
sections was used to determine the measured and indicated resources figures
using scaled plan/sections, and a planimeter to determine area. Tonnages were
reduced by a minimum of 10 per cent. and then resources were further diluted at
zero grades by a minimum of 10 per cent. After a thorough examination of the
geological sections and plans, it is CSA's opinion that the dip
extensions of the ore zones are much longer than mapped. This is especially
evident in the Riqueza and Mantos regions. With a targeted drilling campaign,
the indicated resources can plausibly well exceed the current resources, the
bulk of the resources coming from continued strike and dip extensions of the
fault-filled veins. Moreover, additional exploration is expected to reveal
significant resources with high Zn grades at the nose of the syncline and within
associated fault structures.
Reserves
The reserve estimate presented in Table 2 below, which is extracted from the
CPR, is compliant with JORC definitions and guidelines for the reporting of
resources and has been audited by Dexter Ferreira, who is a competent person
under the JORC Code for the estimation of such a reserve.
The following criteria were used by CSA to derive the reserve for the Pachapaqui
area:
. Proven Reserve: this category includes all blocks within measured resources,
that are in the approved mine plan, multiplied by a mining recovery factor.
. Probable Reserves: these are the blocks within indicated resources, that are
in the approved mine plan, multiplied by a mining recovery factor.
A summary of the reserves for all the blocks in the Pachapaqui area is presented
in Table 2 below.
Table 2: Reserves in the Pachapaqui mining area
Category Tonnages Ag Pb Zn Cu
(tonnes) (oz/t) (%) (%) (%)
Proven 2,901,125 5.47 2.51 4.17 0.72
Probable 1,122,447 6.07 2.92 4.78 0.76
Total 4,023,572 5.64 2.62 4.34 0.73
The reserves presented in Table 2 have been classified within the standards as
identified by JORC. The method of sections was used to determine the reserve
figures using scaled plan/sections and a planimeter to determine area. Tonnages
were reduced by a minimum of 10 per cent. and then resources were further
diluted at zero grades by a minimum of 10 per cent. As stated above, a targeted
drilling campaign can plausibly substantially increase resources compared to the
currently tabulated tonnages with grades high enough to withstand a 10 per cent.
dilution, at zero grade, and still be converted into reserves.
Future potential
There has been little geological exploration at the Pachapaqui Mine. Throughout
its history, new ore has been found primarily by driving tunnels into existing
ore veins that crop out at the surface. As a consequence of this, and because of
the known favourable geological conditions throughout much of the Concessions,
the Proposed Board believes that there is potential for expansion of the current
mining reserves at the Pachapaqui Mine, both near the existing known reserves
and in the outer areas of the Concessions. The Proposed Board believes that
there is potential to increase the current proven and probable reserves of the
Enlarged Group on completion of the Drilling and Exploration Programme, as well
as further expand the known resources by exploratory drilling into other areas
of the Concessions as outlined in the CPR.
Current mining activities at Pachapaqui Mine
There is currently no concentrator feed production originating from any areas of
the Pachapaqui Mine. All ore produced is currently stockpiled in the mining
area. There is currently no direct mining at the Pachapaqui Mine, the main focus
of mining activities is to provide support and access to drilling and sampling
sites for the Drilling and Exploration Programme.
Current Drilling and Exploration Programme activities at Pachapaqui Mine
ICM began the current Drilling and Exploration Programme in February 2006, with
the objective of delineating 15-20 million tonnes of ore reserves, up from the
current four million tonnes, on the Concessions. The Drilling and Exploration
Programme's main and most recent focus for the diamond drilling is the Mantos area
where there exists access to surface drilling sites, though over steep terrain, and
underground workings to potential underground drilling sites. Support is
provided by ICM mining equipment and personnel. As of June 2007,
approximately 7,500 metres of diamond drilling has been accomplished from
surface and underground using three contracted drills.
Mineral processing
The Proposed Board does not intend to run the concentrator for commercial
production during the 18 months following Admission, during which time the
Proposed Board intends to keep it on a care and maintenance programme. ICM may
process some of the existing tailings that are adjacent to the concentrator
plant and remove those to the permanent tailings storage area, which will enable
the future expansion of the concentrator plant.
Mineral exploration and the Drilling and Exploration Programme
The ore zones being mined are grouped into four main areas comprising the
Arabia, the Riqueza, the San Antonio and the Mantos. The Mantos area, which the
Proposed Board intends will be the focus for the Drilling and Exploration
Programme following Admission, consists of four known "mantos" replacement
bodies that are relatively strata-bound) hosted within a black limestone unit.
These zones are from 7 to 10 metres thick and from 100 to 200 metres long. The
individual zones trend northwest and dip at 45 degrees to 55 degrees towards the
southwest, are relatively close together and thus represent a potential bulk
mineable, lower grade type of deposit.
The Mantos area ore zones (Esperanza, Matter and Intermedio) constitute a large
part of the currently defined proven and probable ore reserves, contributing
2,207,703 tonnes with average metal grades of 4.42 oz/tonne Ag; 2.45 per cent.
Pb; 4.87 per cent. Zn; and 0.63 per cent. Cu. It is planned to utilise DMS to
raise the grades of Mantos ores by 70 per cent prior to being fed to the
concentrator. The recent drilling programme has expanded the size of the zone
both along strike (southeast) and dip (southwest), although still open in both
directions. One of the objectives of the Drilling and Exploration Programme is
to attempt to define the boundaries of the Mantos veins.
Additional potential targets for exploration include the known, relatively narrow
veins parallel to and in the immediate area of the Riqueza which offer excellent
potential for high grade silver mineralisation along their strike. No work is
planned on these areas under the current Drilling and Exploration Programme during
the next 18 months but the Proposed Board intends that it will be undertaken in the
future.
Another area (Pachapaquina geology area) within the Concessions is
thought to contain replacement zones and skarns associated with granodioritic
intrusions within a limestone host rock. In addition, another area (Patria
geology area) is located within a sequence of quartzites and limestones having
the potential to host vein-type and "mantos" type replacement deposits. No work
is planned on these areas under the current Drilling and Exploration Programme
during the next 18 months but the Proposed Board intends that it will be undertaken
in the future.
In the immediate area where mining workings, between the Arabia area and the Sinchi
Rocha area, there are potential targets within the valley floor, comprising of a
900 metre wide by almost one kilometre long zone that has never been explored
for mineralisation or investigated, which has the potential to host vein ore
bodies and ore chimneys. Other areas need to be explored for extensions of
various veins, and small stringer veins of potentially high grade
mineralisation. Two systems of granodioritic intrusions northeast and southeast
of the current mining areas, which intrude into favourable rock types
(limestones, limey silt stones and their equivalent metasedimentary units),
offer excellent targets for mineralisation. No work is planned on these areas
under the current Drilling and Exploration Programme during the next 18 months
but the Proposed Board intends that it will be undertaken in the future.
Following Admission, the Proposed Board intends that the Proceeds will be used
in part to fund the Drilling and Exploration Programme and the BFS to increase
reserves and resources prior to the Pachapaqui Mine project being designed, the
existing concentrator rehabilitated and a new concentrator built, and put into
production. Thereafter, it is contemplated that the ongoing exploration
programme will be funded out of the operating cash flow.
San Luis
In December 2005, ICM acquired a mining concession (covering approximately 194
hectares), and entered into three framework agreements for the development and
exploitation of certain other concessions, all of which form a part of the San
Luis project which consists of processing the tailings and evaluating and
developing the gold prospects located within the San Luis mining property, a
dormant gold mine located in Southern Peru within the District of Sancos and
Pullo in the province of Parinacochas and Lucanas, Department of Ayacucho. ICM
will use part of the Proceeds to fulfil its obligations pursuant to the
framework agreements and to undertake further due diligence in respect of the
San Luis project. Preliminary designs and extraction plans and schedules have
been completed for the tailings project. The EIA was submitted to the government
in November 2006 and ICM is waiting for a further response from the government.
Application for the beneficiation concession permit and remaining permits will
be obtained after the approval of the EIA. Negotiations with the community of
Sancos which owns the surface land rights areunder way for use of the land surface.
ICM intends to work cooperatively and closely with the communities and the
independent miners in the area. No development or construction work or production
is planned on the San Luis project during the 18 months following Admission.
Current trading and prospects of the Enlarged Group
The only assets to be owned by the Enlarged Group following Admission are the
Pachapaqui Mine and the San Luis project. The Enlarged Group does not intend to
carry out, over the 18 months following Admission, the rehabilitation and
upgrading of the facilities for production start-up at the Pachapaqui Mine, but
instead intends to hold the Pachapaqui Mine on a care and maintenance basis,
maintaining its equipment and infrastructure, while acquiring equipment already
ordered, pursuing EIA and permits approvals, and conducting the Drilling and
Exploration Programme and the BFS.
The Enlarged Group is not currently carrying out, and does not intend to carry
out over the 18 months following Admission, any construction work or production
at, or purchase any equipment for the San Luis project but instead hold the
project on a care and maintenance basis while pursuing EIA and permits approvals
and conducting some testing. In addition, for both projects, the Enlarged Group
may undertake the acquisition of further mining concessions in the areas if
favourable opportunities arise subject to availability of sufficient working
capital at such time.
Existing Directors, Proposed Directors and proposed employees
Certain of the Existing Directors are to stand down and resign prior to
Admission, and the Proposed Directors, who are directors of ICM, will be
appointed to the Board conditional on Completion.
Existing Directors
Mark Alan Nordlicht, Executive Chairman, aged 38
Mr Nordlicht is the founder and the sole managing member of the general partner
Platinum Partners Value Arbitrage Fund, L.P. Mr Nordlicht has over sixteen years
experience in the derivatives trading industry and is responsible for overseeing
all trading and operations of the fund. Mr Nordlicht is currently the Chairman
of Platinum Energy Resources Inc., a Special Purpose Acquisition Corporation.
From 1997 to 2001, Mr Nordlicht was a founder and managing partner of West End
Capital, a New York based money management firm. In 1991 Mr Nordlicht founded
Northern Lights Trading and was its general partner until 2000. Northern Lights
Trading was a proprietary options firm based in New York which employed traders
in the cotton, coffee, natural gas, crude oil, gold, and silver option trading
pits. Mr Nordlicht intends to resign on Completion.
Bobby Earl Cooper, Chief Executive Officer, aged 61
Mr Cooper is a mining industry executive with over forty years of diversified
multi-site, multiproduct mining industry experience. Until 1997 Mr Cooper was
the President and CEO of Kennecott Corporation - a North American mining company
with revenues of US$1.2 billion at that time, having started his working life at
the company in 1965 as a clerk. In his most recent role at Kennecott Corporation
he built and operated gold, silver, copper, zinc, coal and diamond properties.
Between July 1984 and February 1987, Mr Cooper served in various positions with
Atlantic Richfield Company, including as Maintenance Manager, Operations Manager
and General Manager. During his tenure, he helped de-commission molybdenum
operations in Nevada and significantly expand coal mining operations in Wyoming.
Between 1965 and 1984 Mr Cooper worked in Kennecott Corporation, Shell Mining
Company, Arch Minerals Corporation and Kerr McGee Coal Corporation. During this
time he worked in various positions from clerk to management positions, with
progressively more responsibility. Mr Cooper graduated from Arizona State
University with a BA in Business Administration in 1972 and subsequently carried
out graduate work in industrial technology and mineral economics. Mr Cooper
intends to resign on Completion.
Thomas Alexander Loucks, President, aged 57
Mr Loucks is a senior level mining industry executive with over thirty years of
diverse Fortune 500 and small cap experience in mining company management as
well as international exploration, mineral project development, corporate
planning, acquisitions, and divestitures. Mr Loucks was President & CEO of Trend
Mining Company from 2004 through 2006 where he diversified the company's
property portfolio into new commodities and projects and then found industry
partners to invest and take on the costs of exploring them. Between 1988 and
1999 Mr Loucks served as Executive Vice President, Treasurer, and Chief
Financial Officer of Royal Gold Inc., a Denver-based, NASDAQ-listed company. He
led the raising of US$18 million in private placements between 1993 and 1999. As
well as initiating and handling investment/joint venture transactions and
acquisitions, Mr Loucks participated in a collaborative management effort to
restructure Royal Gold Inc. from an operating mining company into a successful
royalty company, involving a major redirection of its business plan. Between
1985 and 1988, Mr Loucks was responsible for business development activities of
Newmont Mining Corporation, NY. Previously, he worked in major mineral project
development programs at Climax Molybdenum Company, precious metals exploration
with AMAX, Inc., and in international exploration with Kennecott Copper
Corporation. Mr Loucks holds an MBA from Stanford Graduate School of Business
and earlier received bachelors and masters degrees in geology from Dartmouth
College. Mr Loucks intends to resign on Completion.
Howard Mattes Crosby, Senior Vice President, aged 55
Mr Crosby has more than 25 years of mining industry experience. Since September
of 1989, he has been President of Crosby Enterprises, Inc. and from 1995 through
October of 2005 was Chairman and CEO of Cadence Resources Corporation, a
publicly traded oil and gas company. Early in his career, Mr Crosby worked for
United Nuclear Corporation, which at the time was extensively involved in the
uranium mining business in the western United States. Mr Crosby also currently
serves as an officer and director of White Mountain Titanium Corporation (WMTM
USOTC), Gold Crest Mines, Inc, TomCo Energy plc (United Kingdom) and Apoquindo
Minerals (Toronto Venture Exchange). Mr Crosby was also formerly a director of
Western Goldfields (USOTC-WGDF). He is a 1975 graduate of the University of
Idaho.
John Patrick Ryan, Chief Legal Officer, aged 44
Mr Ryan is currently the Chairman and Chief Financial Officer of US Silver
Corporation which owns the operating Galena Mine, an underground high-grade
silver mine located in North Idaho. He is also currently Chief Financial Officer
of Trend Mining Company, which focuses on platinum metals exploration. Mr Ryan
has over twelve years' senior level experience in the mineral and oil and gas
industry sectors. Mr Ryan was until September, 2006 Chief Financial Officer of
High Plains Uranium Inc, which he led from start up in April 2004 to its
successful IPO on the Toronto Stock Exchange in December 2005. He was until
October 2005 Executive Vice President and Chief Financial Officer of Cadence
Resources Corporation where he was instrumental in negotiating the acquisition
of Aurora Energy which involved assisting with the successful raising of over
US$20 million in new equity capital to close the transaction. Mr Ryan was also
previously Executive Vice President and Chief Financial Officer of Western
Goldfields, Inc. Prior to this he was a stockbroker at Pennaluna & Co, and
Shearson-Lehman Brothers. Mr Ryan gained a BSc in Mining Engineering from the
University of Idaho prior to gaining his Juris Doctor at Boston College Law
School. Mr Ryan intends to resign on Completion.
Brian Edward Burgess, Non-Executive Director, aged 64
Mr Burgess is a human resources specialist with a technical mining background.
He has had multi-cultural experience of large complex businesses. He is
presently retired but worked in several Rio Tinto companies between 1978 and
1998. He served as Senior Executive in charge of International Human Resources
between 1995 and 1998, where he brought together the senior management
development and succession planning programme for Rio Tinto (headquartered in
London) with that of CRA (headquartered in Melbourne). Between 1993 and 1995 he
served as senior Vice President Administrative Services for Kennecott
Corporation. He took part in changing the management style of the Corporation in
the nineties and oversaw the implementation of an organisational change process
for the whole of the Corporation. Between 1991 and 1993 Mr Burgess lead the
introduction of a system of inter company transfers for senior employees of high
potential for Rio Tinto. Between 1988 and 1991 Mr Burgess served as Human
Resources Manager for Palabora Mining Company in South Africa and between 1978
and 1988 Mr Burgess served as Personnel Manager for Rossing Uranium. Mr Burgess
also served as Personnel Manager for the Rhodesian Iron and Steel Company and as
Management Consultant for P-E Consulting Group. He graduated from the City
University London with BSc Honours in Electrical Engineering in 1964. In 1969 Mr
Burgess received a Diploma in Management Studies from the British Institute of
Management. Mr Burgess intends to resign on Completion.
John Joseph May, Non-Executive Director, aged 58
Mr May is currently a director of AIM-listed TomCo Energy Plc, NASDAQ listed
Avatar Systems, Inc. and a Non-Executive Chairman of Channel Islands listed
Southbank UK Plc. He was previously Finance Director of AIM listed London &
Boston Investments Plc. and a non-executive Director of AIM listed Croma Group
Plc. Mr May is also currently a principal of a boutique chartered accountancy
practice, focusing on advising companies on finance raising, mergers and
acquisitions, business strategies and entry onto the OFEX and AIM markets, in
addition to providing general accountancy, tax and audit services. He was
previously a Senior Partner at Horwath Clark Whitehill, a UK accountancy firm,
for 17 years, including 8 years on the Managing Board. Mr May is the Policy
Director and Deputy Chairman of the Small Business Bureau Limited (SBB) and
Deputy Chairman of the Genesis Initiative, which are lobbying groups to the UK
government on behalf of small businesses, particularly to the DTI and the
Treasury. He is also a Conservative Borough Councillor for Surrey Heath Borough
Council. Mr May qualified as a chartered accountant in 1974 having previously
gained his DIA at the University of Bath Management School in 1970 and his BA
from the University of London in 1969.
The Proposed Directors of the Enlarged Group are as follows:
Gregory Charles Smith, Executive Chairman and Chief Executive Officer, aged 45
Mr Smith is executive chairman of PetroLatina Energy Plc, an AIM listed oil and
gas exploration company with an initial focus on Latin America. Before
establishing ICM, he was the managing partner in TVL, a company that specialises
in raising venture capital for the energy and mining sector. Between 1998 and
2001 he was the chairman of Powder River Basin Gas Corporation, which was a
successful operator of coal bed methane in Wyoming, US. This merged with
Imperial Petroleum in April 2003. From 1993 to 2001, he was President of
Renaissance Companies Inc, a structured finance group specialising in fund
raising in varying forms for the energy and real estate sectors in the US. Mr
Smith obtained a degree in managerial sciences from the University of Nevada in
1984.
Marvin Hugh Pelley, President and Chief Operating Officer, aged 58
Mr Pelley has been involved in the resources business for almost 40 years. He
has a wide breadth of senior management and executive experience, having been
associated with underground and open pit mines across Canada in copper, zinc,
precious metals, coal, iron ore, and industrial minerals; hydro development in
Labrador, Canada and the Philippines; government and community development
engineering and construction services; and mining contracting and consulting
services between 1999 and 2005. From 1993 to 1999 Mr Pelley was the
President of Alagnak Enterprises Inc., a mining and hydro electric consulting
service. Between 1986 and 1993, Mr Pelley was President of Curragh Inc.,
overseeing start up mining and mineral concentrates. From 1982-1986 he was
manager at Quinette Coal Limited overseeing engineering and technical aspects of
mining and mineral concentrates. He has investigated potential mining
investments throughout many parts of the world, and potential electrical energy
generation investments in Kyrgyzstan, throughout the Far East, and in New
Zealand and Australia. His experience encompasses all of the major components of
project implementation including investigation, analysis, conceptual planning,
exploration, development, financing(equity and debt),environmental aspects,
governmental dealings, high level negotiations, acquisitions, engineering,
construction, and operations/production. Mr Pelley is a past member of the board
of directors of several corporations and the Mining Association of British
Columbia (Canada).
Jesse Michael Rodriguez, Non-Executive Director, aged 41
Mr Rodriguez is a managing director of Millennium Americas LLC and has 16 years'
experience in principal investing, mergers and acquisitions, merchant banking
and corporate finance. He has invested in, and worked on, situations in the
United States, Europe, Asia and Latin America, and he has advised the government
agencies of Mexico, Venezuela, Colombia and the Dominican Republic. Mr
Rodriguez's investment and advisory experience extends to a variety of industry
sectors including mining, metals, telecommunications, media, financial
institutions, technology, business services and diversified manufacturing.
Previously, Mr Rodriguez served as a managing director of Huron Consulting Group
where he focused on distressed and restructuring situations in the United
States. From 1999 to 2002, Mr Rodriguez was managing director and head of Latin
America mergers and acquisitions and Merchant Banking for Bank of America
Securities. In this capacity, he managed a portfolio of private equity and
mezzanine investments in Latin America. From 1993 to 1998, he was a Vice
President at Salomon Brothers in New York and a member in the Mergers &
Acquisitions and Financial Institutions groups. Prior to business school, Mr
Rodriguez was a senior associate at Bear, Stearns & Co. Inc. in New York. Mr
Rodriguez has a BA from the University of California, Los Angeles and a MBA from
Harvard Business School.
Luis Carlos Rodrigo Prado, Non-Executive Director , aged 42
Mr Rodrigo is a lawyer and partner of the Peruvian law firm Rodrigo, Elias &
Medrano, Abogados, for whom he has worked since 1989. Mr Rodrigo's principal
expertise is in mining and environmental law, foreign investments, mergers and
acquisitions, and corporate and tax law. He advises mining and natural resources
companies in their exploration, exploitation and corporate development
activities. He is a director of a number of mining companies in Peru, and
advises prominent mining transnationals from several countries operating in
Peru. He is a member of the board of directors of Instituto Peruano de Derecho
de Mineria Petroleo y Petroleo (since 2002 to date); vice-president of
Asociacion Latinoamericana de Abogados Mineros (Latin American Association of
Mining Lawyers) (since 2001 to date); President of the Canada-Peru Chamber of
Commerce (since 2006 to date), the Vice-President of the Mining Committee of the
SEERIL Section of the International Bar Association (since 2006 to date), a
member of the Board of Trustees of the Rocky Mountain Mineral Law Foundation
(since 2007) and a member of the Advisory Committee in Mining Law of the Lima
Bar Association (since 2000).
Senior management
In addition to the Existing Directors and Proposed Directors, details of the
only other key senior manager within the Enlarged Group are set out below:
Pete Maher, Chief Financial Officer and Secretary, aged 45
Mr Maher was previously senior internal audit manager at Virage Logic
Corporation, a US global leader in nano-technology IP platforms where he led all
aspects of Sarbanes Oxley compliance efforts and was heavily involved with
management and the audit committee in establishing financial controls and
procedures. Between 2004 and 2006 he was a Sarbanes-Oxley internal audit
compliance consultant for Jefferson Wells, a solutions provider of internal
auditing, accounting and finance, tax and technology services, managing
assignments in Europe relating to corporate governance, Sarbanes-Oxley
compliance and internal audit. From 2000 to 2003, Mr Maher co-founded Rainbow
Island Express, a high-speed inter-island ferry system in Hawaii. He has also
been Chief Financial Officer from 1999 to 2000 at Hilo Hattie, a retailer
recognised by the Governor as Hawaii's exporter of the year in 1999 and from
1996 to 1998, an operational and financial internal auditor with Levi Strauss &
Co. His experience encompasses preparing financial reports, project planning,
preparing business plans, designing finance strategies and reviewing the
controls and procedures of publicly traded companies. He obtained an MBA from
the Graduate School of Business Administration in 1991 from Harvard University
and a BSc degree in Business Administration from the University of Nevada in
1985.
Employees
As at the date of this announcement, the Company has no employees.
It is intended that the Board following Completion will comprise Howard Crosby,
John Ryan, Gregory Smith, Marvin Pelley, Jesse Rodriquez, and Luis Carlos Rodrigo
Prado. On Admission Gregory Smith will hold the roles of Executive Chairman and Chief
Executive Officer. It is intended that the roles be separated in the 12 months
following Admission.
Summary Terms of the Acquisition
Completion of the Acquisition is conditional upon, inter alia:
* Admission;
. approval of the Resolution;
. the Conversion Limitation not being exceeded;
. there not having occurred any material change in the financial position or
condition of either the Company or ICM, or any change in liabilities or other
circumstances materially and adversely affecting the Group or the right to carry
on such Group's business;
. the delivery by ICM to the Company and Strand Partners of the English legal
due diligence report prepared by Stephenson Harwood and the Peruvian legal due
diligence report prepared by Rodrigo, Elias & Medrano, in a form satisfactory to
the Company and Strand Partners. The Existing Directors are aware that there are
unresolved issues relating to the tax treatment of the acquisition of the
Pachapaqui Mines and environmental issues. These issues are currently under
review by Barrios, Fuentes & Gallo;
. there being no disclosures in either the disclosure letter of the Company or
ICM which will, or is likely to have, a material adverse effect upon the value
of either the Company or ICM (as the case may be) resulting in a reduction in
the value of the shares of the Company or ICM (as the case may be) by more than
5 per cent.; and
. ICM having issued additional shares in ICM to holders of warrants in ICM in
accordance with the warrant restructuring documentation circulated to its
Shareholders prior to the date of the Admission Document.
Pursuant to the Acquisition Agreement, certain of these conditions precedent may
be waived by the Company, or the 'Shareholders Representatives' on behalf of ICM
Shareholders as applicable. The Company has given warranties to the ICM
Shareholders in respect of the Company's activities as an investing company and
its liabilities incurred since the Original Admission. The ICM Shareholders and
each of Gregory Smith and Marvin Pelley (in their capacity as Warrantors) have
given warranties to the Company in respect of, inter alia, the business and
affairs of the ICM Group Companies and it is a condition precedent to Completion
of the Acquisition that such warranties are true and correct as of the date of
Completion.
Use of Proceeds
Following Admission, the Proposed Board intends to apply the Proceeds as
follows:
. US$2.8 million to fund the Drilling and Exploration Programme.
. US$2.2 million to prepare the BFS for the Pachapaqui Mine.
. US$6.3 million on maintenance, operation, equipment and buildings for the
Pachapaqui Mine.
. US$9.0 million in working capital, including stocks of consumables and
overheads in Peru and London.
. US$8.6 million in order to redeem the loan notes of US$1.8 million (including
interest) issued to TVL (a company in which Gregory Smith has a beneficial
interest), the US$4.0 million loan note which is part of the consideration
originally paid by ICM for the acquisition of the Pachapaqui Mine, US$0.6
million to former employees of Minera Pachapaqui S.A.C., US$1.7 million to MRI
Investment AG and US$0.5 million to cover historical advisory costs.
. US$4.4 million will be applied to repay existing liabilities of PDM.
. US$5.6 million to satisfy advisory fees in connection with the Acquisition.
The balance of the Proceeds will be used to satisfy the ongoing working capital
requirements of the Enlarged Group.
Failure to approve the Acquisition
Failure to approve the Acquisition by the Initial Acquisition Deadline will
result in the Company liquidating the Trust Fund as part of a plan of
dissolution and liquidation as described below, and the remaining funds will be
distributed, on a pro rata basis, to all Shareholders (other than the Founder
Shareholders). If the Company does not complete the Acquisition by the Initial
Acquisition Deadline of 14 September 2007, the Company will liquidate the Trust
Fund as soon as practicable under applicable law as part of a plan of
dissolution and liquidation which would result in a distribution to Shareholders
(other than the Founder Shareholders) of all the sums held in the Trust Fund,
including: any accrued interest, net of income taxes payable on such interest
and trust expenses, and net of all costs and expenses associated with the
Acquisition or otherwise incurred by the Company. The Company will promptly
adopt a plan of dissolution and liquidation and initiate procedures for its
dissolution and liquidation and the distribution of its assets, including the
Trust Fund, if the Company does not complete the Acquisition by the Initial
Acquisition Deadline. The Company cannot provide Shareholders with assurances of
a specific time frame for the dissolution and distribution.
Lock-ins and Orderly Market Arrangements
Each of the Existing Directors, Proposed Directors, Plata-Peru Resources Inc.,
MGSSA, NHG Capital, Taghmen Ventures Ltd and Emery Stone Smith has undertaken to
the Company and Strand Partners that, except in certain limited circumstances,
they will not dispose of any interest in the Ordinary Shares and Warrants held
by them or subsequently acquired by them for a period of one year from the date
of Admission. Furthermore, for a further period of one year the Existing
Directors, Proposed Directors and Plata-Peru Resources Inc. ,MGSSA, NHG Capital,
Taghmen Ventures Ltd and Emery Stone Smith have undertaken that any intended
disposal of any Ordinary Shares and Warrants shall be first arranged for
disposal through Strand Partners, or the Company's broker at that time. The
terms of such undertakings comply with the requirements of Rule 7 of the AIM
Rules.
Notice of EGM
A notice convening the EGM to be held at the offices of Mintz Levin Cohen Ferris
Glovsky & Popeo P.C., Chrysler Center, 666 Third Avenue, New York, NY 10017, at
10.00 a.m. EDT on 13 September 2007 is set out at the end of this document. At
this meeting the Resolution will be proposed to approve the Acquisition, Change
of Name and amendments to the Memorandum and Articles.
Admission Document
The Admission Document setting out details of the Acquisition and including a
notice of the EGM, accompanied by the Proxy Form, has been posted to
Shareholders. Copies of the Admission Document will be available to the public
free of charge from today at the offices of Strand Partners Limited and during
normal business hours on any weekday (other than Saturdays and public holidays),
until one month following the date of admission and will be available for review
and download at www.platinumdiversified.com .
Expected Timetable of Principle Events
Date of the Admission Document 20 August 2007
Latest time and date for receipt of Proxy Forms 3.00 p.m. on 11
September 2007
Extraordinary General Meeting of the Shareholders 10.00 a.m. EDT
on 13 September
2007
Expected completion date of the Acquisition 13 September 2007
Admission becomes effective and dealings recommence in the 8.00 a.m. on 14
Ordinary Shares and Warrants September 2007
The above times and dates are indicative only and may be subject to change. In
the event that the expected timetable set out above is changed, the Company will
notify such amended dates through the Regulatory Information Service of the
London Stock Exchange.
Times and dates referred to in this announcement are times and dates prevailing
in London, England, unless otherwise stipulated.
For further information:
Platinum Diversified Mining Inc. +1 (212) 271 7828
Mark Nordlicht
Strand Partners Limited +44 (0)207 409 3494
Simon Raggett
Warren Pearce
Thomas Lockyer
Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority and is a member of the London Stock Exchange,
is acting as nominated adviser and broker to the Company in connection with the
Acquisition, Placing and proposed admission of the Enlarged Share Capital and
Warrants to trading on AIM. Its responsibilities as the Company's nominated adviser
and broker under the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Existing Director or Proposed Director or to any other person in respect of his decision
to acquire shares or other securities in the Company in reliance on any part of
this announcement.
Strand Partners Limited is not acting for anyone else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or the Acquisition or the proposed admission of
the Enlarged Share Capital and Warrants to trading on AIM. No representation or warranty,
express or implied, is made by Strand Partners Limited as to the contents of
this announcement, without limiting the statutory rights of any person to whom
this announcement is issued. The information contained in this announcement is
not intended to inform or be relied upon by any subsequent purchasers of
Ordinary Shares or Warrants (whether on or off exchange) and accordingly no duty
of care is accepted in relation to them.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities or to carry on any investment activity
whatsoever.
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Acquisition"
the proposed acquisition by PDM of International Consolidated
Minerals in accordance with the terms of the Acquisition Agreement
"Act"
the Companies Act 1985, as amended
"Acquisition Agreement"
the conditional agreement dated 20 August 2007 between
the Company, ICM Shareholders and International Consolidated Minerals relating
to the Acquisition
"Admission"
the effective re-admission of the Enlarged Share Capital and
Warrants to trading on AIM in accordance with the AIM Rules
"Ag"
the symbol for the element silver
"AIM"
the AIM market operated by the London Stock Exchange
"AIM Rules"
the rules applicable to companies whose securities are traded on
AIM, published by the London Stock Exchange from time to time comprising the AIM
Rules for Companies and the AIM Rules for Nominated Advisers
"Articles"
the Articles of Association of the Company adopted by the Company
on 28 February 2006
"BCL"
Babcock Consulting Limited
"BCL Peru"
Babcock Consulting Limited Sucursal de Peru
"BFS"
the bankable feasibility study to be undertaken on the Pachapaqui Mine following
completion of the Drilling and Exploration programme
"Board"
the board of directors of the Company from time to time
"Change of Name"
the change of the Company's name, upon Completion, to International Consolidated
Minerals Inc.
"CNI 43-101"
Canadian National Instrument 43-101 relating to the standards of disclosure for
mineral projects
"Company" or "PDM"
Platinum Diversified Mining Inc., incorporated in the
Cayman Islands under the Companies Law (2007 Revision) of the Cayman Islands
with registered number CD-160817
"Competent Person's Report" or "CPR"
the competent person's report prepared by CSA
"Completion"
completion of the Acquisition
"Concentradora Pachapaqui"
Concentradora Pachapaqui S.A.C., incorporated as a closed stock corporation
under the laws of Peru with number 11847528
"Concessions"
the 32 mining concessions and one beneficiation concession
relating to the Pachapaqui Mine covering approximately 2,170 hectares
"Consideration Shares"
up to 30,000,000 Ordinary Shares to be issued by the Company to the ICM
Shareholders pursuant to the terms of the Acquisition Agreement
"Consideration Warrants"
the 641,308 warrants to subscribe for Ordinary Shares issued by the Company to
certain ICM Warrantholders pursuant to the terms of the Acquisition Agreement,
which warrants will not be admitted to trading on AIM
"Conversion Amount"
based on the amount of funds held in the Trust Fund at 13 September 2007,
without taking into account any interest accrued after such date, cash equal to
approximately US$7.84 per Ordinary Share
"Conversion Limitation"
the condition to completion of the Acquisition that the number of Original
Placing Shares voted against the Resolution shall not, in aggregate, exceed 20
per cent. of the Existing Ordinary Shares
"Conversion Rights"
the right of a holder of Original Placing Shares to vote against the Resolution
and elect for the Company to convert all the Ordinary Shares owned by such
Shareholder into and to receive the Conversion Amount provided the Acquisition
is subsequently completed and such conversion right is properly exercised by
such Shareholder
"CSA"
CSA Consulting International Limited
"Cu"
the symbol for the element copper
"DMS"
dense media separator; a sorting system which creates a density
contrast allowing heavier minerals to be separated
"Drilling and Exploration Programme"
the exploratory drilling and field geology work scheduled within the Concessions
"EDT"
Eastern Daylight Time
"EGM" or "Extraordinary General Meeting"
the extraordinary general meeting of the Company to be held on 13 September 2007
"EIA"
environmental impact assessment
"Enlarged Group"
together, the Company, ICM and their respective subsidiaries following
Completion
"Enlarged Share Capital"
the Ordinary Shares of the Company in issue immediately following Completion,
comprising the Existing Ordinary Shares that have not been redeemed or converted
and the Consideration Shares
"Existing Directors" the existing directors of the Company, whose names are
set out in this document
"Existing Ordinary Shares"
the 12,418,752 Ordinary Shares in issue prior to Completion, comprising the
Founder Shares and the Original Placing Shares
"Founder Shares"
the 2,483,752 Ordinary Shares in issue immediately prior to the Original Placing
on 14 March 2006
"Founder Shareholders"
Mark Nordlicht, Bobby Cooper, Thomas Loucks, John Ryan and Howard Crosby, being
the holders of the Founder Shares
"HIRI"
Haviland International Resources Inc. Limited
"ICM" or "International Consolidated Minerals"
International Consolidated Minerals Limited, a company incorporated under the
laws of England and Wales with number 5558675
"ICM Debt"
approximately US$8.584 million, being the aggregate amount repayable by ICM to
loan note holders and others, including (i) approximately US$1.773 million to be
repaid to TVL, a company in which Gregory Smith has a beneficial interest; (ii)
US$1.7 million to be repaid to MRI Investments AG; and (iii) US$4.0 million to be
repaid to HIRI
"ICM Group Company"
any of ICM, its subsidiaries and its subsidiary undertakings
"ICM Shareholders"
the shareholders of ICM who are a party to the Acquisition Agreement
"ICM Shares"
the ordinary shares of par value of 0.01 each in the capital of ICM
"ICM Warrants"
the warrants to subscribe for ICM Shares subject to the articles of association
of ICM and on the terms and conditions comprised within and attached to each
share warrant
"Initial Acquisition"
an acquisition by the Company of a potential acquisition target or potential
acquisition targets of aggregate fair market value of at least 50 per cent. of
the initial amount deposited in the Trust Fund, being US$77,890,400, (which will
include the Acquisition, if it completes),fair market value being determined by
the Board based upon standards generally accepted by the financial community,
such as actual and potential sales, earnings and cash flow and book value and if
the Board is unable to independently determine the sufficiency of such fair
market value, it shall be based upon an opinion from an unaffiliated,
independent investment banking firm
"Initial Acquisition Deadline"
the later of the date which is (i) 12 months from the Original Admission or the
date which is 18 months from the Original Admission if, within such 12 month period, the
Company has signed a letter of intent or agreement in principle in respect of a
proposed Initial Acquisition; or (ii) an extended date approved by the majority
of Shareholders
"London Stock Exchange"
London Stock Exchange plc
"Memorandum"
the memorandum of association of the Company
"Net Placing Proceeds"
US$77,890,400 being the net proceeds of the Original Placing
"NHG Capital"
NHG Capital Limited
"Nord"
Nord Resources Corporation, a Delaware Corporation
"Nord Merger"
the proposed acquisition by the Company of Nord which was terminated in February
2007
"Official List"
The Official List of the United Kingdom Listing Authority
"Ordinary Shares"
ordinary shares of par value US$0.001 each in the capital of the Company
"Original Admission"
the admission of the Ordinary Shares and Warrants to trading on AIM on 14 March
2006
"Original Placing"
the placing of the Original Placing Shares which took place at the time of the
Original Admission
"Original Placing Price"
US$8.00 per Unit
"Original Placing Shares"
9,935,000 Ordinary Shares issued pursuant to the Original Placing
"Pachapaqui Mine"
the mine comprising of the Concessions and related assets located within the
Cordillera Huayhuash (Huayhuash mountain range) in the district of Aquia in the
province of Bolognesi, department of Ancash in Peru
"Pb"
the symbol for the element lead
"Proceeds"
the net amount available to the Enlarged Group as working capital following
Completion, comprising the Trust Fund net of amounts paid to Shareholders
pursuant to the Redemption Rights and Conversion Rights and the expenses
associated with the Admission
"Proposed Board"
the Proposed Directors, Howard Crosby and John May
"Proposed Directors"
the proposed additional directors of the Company following Admission whose names
are set out above
"Proxy Form"
the proxy form accompanying the Admission Document, to be completed, signed and dated by
Shareholders of record in connection with the Extraordinary General Meeting
"Prospectus Rules"
the Prospectus Rules issued by the Financial Services Authority
"Record Date"
5.00 p.m. 11 September 2007 being the date for determination of which
Shareholders are entitled to vote at the Extraordinary General Meeting
"Redemption Date"
28 days following Completion
"Redemption Limitation"
the right of the Company, in its sole discretion, to redeem only such number of
Original Placing Shares, on a pro rata basis amongst all holders of Original
Placing Shares exercising Redemption Rights to ensure that following any
redemption under the Redemption Rights and any exercise by holders of Original
Placing Shares of their Conversion Rights the Company shall retain not less than
US$40 million in cash (before the payment of all costs and expenses associated
with the Acquisition or otherwise incurred by the Company)
"Redemption Price"
US$8.00 per Ordinary Share
"Redemption Rights"
subject to the Redemption Limitation, the right of each holder of Original
Placing Shares who votes in favour of the Resolution to elect that the Company
buys back all the Ordinary Shares held by him at the Record Date (and not, for
the avoidance of doubt, any Ordinary Shares issued following the exercise of
warrants after Completion of the Acquisition) at the Redemption Price which
shall be payable on the Redemption Date provided the Acquisition is completed
and such Redemption Rights are properly exercised by such Shareholder
"Resolution"
the resolution to be proposed at the EGM as set out in the notice of EGM in order
to (i) approve the Acquisition, (ii) approve the Change of Name and (iii) amend the
Memorandum and Articles
"San Luis"
a mine and related assets located in the district of Sancos and Pullo, the
province of Parinacochas and Lucanas, department of Ayacucho
"SEC"
US Securities and Exchange Commission
"Securities Act"
the US Securities Act 1933, as amended
"Share Dealing Code"
the code on dealings in the Company's securities adopted by the Company, that
complies with the AIM Rules
"Shareholder"
a holder of Ordinary Shares
"Strand Partners"
Strand Partners Limited, the Company's nominated adviser and broker
"subsidiary"
has the meaning given to it in sections 736 and 736A of the Act
"tpd"
tonnes per day
"tpy"
tonnes per year
"Trustee"
the American Stock Transfer and Trust Company
"Trust Fund"
the trust fund into which the Net Placing Proceeds were deposited
"TVL"
Taghmen Ventures Limited, a company in which Gregory Smith has a beneficial
interest
"UK" or "United Kingdom"
the United Kingdom of Great Britain and Northern Ireland
"Unit"
a unit of one Ordinary Share and one Warrant
"US" or "United States"
the United States of America, its territories and possessions, any state of the
United States of America and the district of Columbia and all other areas
subject to its jurisdiction
"US Person"
has the meaning in Regulation S promulgated under the Securities Act
"Warrantholder"
a holder of Warrants
"Warrants"
the outstanding warrants of the Company to subscribe for Ordinary Shares at
US$6.00 per Ordinary Share
"US$"
the lawful currency of the United States
"Zn"
the symbol for the element zinc
"#" or "pounds"
the lawful currency of the United Kingdom
This information is provided by RNS
The company news service from the London Stock Exchange
END
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