$15million Private Placement
Immediate Release 26 February 2007
COPPER RESOURCES CORPORATION
US$15 MILLION PRIVATE PLACEMENT OF SHARES
LONDON, United Kingdom - 26 February 2007.
Copper Resources Corporation (AIM: CRC.L) ("CRC", the "Company") has placed
10,000,000 new common shares with investors at 77 pence (US$1.50) per share for
total proceeds of £7.7 million (US$15 million). Application has been made for
the common shares being issued to be admitted to the AIM market of the London
Stock Exchange. Following the placing, CRC will have 70,594,192 common shares
in issue.
Proceeds of the private placement will be used for: (i) the Kinsenda copper
restart project; (ii) feasibility study work at Musoshi, an underground copper
mine, like Kinsenda, that has previously been operated; and (iii) exploration
at Lubembe, an advanced copper exploration project. All three projects are
located in the south of Katanga Province in the Democratic Republic of Congo
(DRC), where CRC holds a 75% interest through its subsidiary, Minière de
Musoshi et Kinsenda SARL (MMK). A portion of the funds will also be used for
general corporate expenses and for further study of the Haib copper project in
Namibia, where CRC is undertaking pilot testing of dense media separation
(DMS). As previously announced, early laboratory tests have shown DMS to be a
promising processing route for ore treatment on an economic basis at the
project. Subject to completion of a bankable feasibility study and final
documentation of the Company's MOU with Glencore and Nanjing Mining, it is not
anticipated that additional funding will be required at the Hinoba-an project
in the Philippines, where CRC will retain a 20% free carried interest into
production.
In the DRC, the recently prepared bankable feasibility study concluded that
Kinsenda operations will start in September-October 2007 and ramp up to full
capacity by mid-2008. The estimated capital cost is US$47 million and,
including working capital and financial costs, estimated total expenditure is
US$58 million. CRC has already funded US$15 million of the project costs and
CRC's additional funding will be complemented by the US$32 million financing
that has been approved by RMB Resources of South Africa in July 2007, and by
cash generation. The project is progressing on schedule, with dewatering of the
mine nearing completion. Owing to the low investment cost for the annual 57,000
tonnes of contained copper production and the high grade of the ore (5.1%), the
estimated financial return to CRC is high, with an IRR of 80% and an NPV at 10%
of US$140 million, based on a long-term copper price of US$1.30 per pound. The
average total cash operating cost is US 73 cents per pound of copper. The
technical information on Kinsenda has been summarised from the independent
bankable feasibility study prepared by Mineral Engineering Technical Services
Pty Ltd (METS) of Perth (Australia).
Following completion of the private placement, CRC has agreed with the Forrest
Group to take an assignment of MMK's outstanding debt of US$7,538,810 to the
Forrest Group in consideration for an issue of 5,025,873 new common shares at
the placing price of US$1.50 per share. The financing provisions of the
Acquisition Agreement dated 29 November 2005, pursuant to which CRC acquired
its interest in MMK from the Forrest Group, were structured to put the Kinsenda
mine into production such that the Forrest Group's interest in CRC is not
unduly diluted by way of non-debt finance. The Forrest Group has agreed to
limited dilution of its current interest of 40% to a holding of 38.7% following
the issue to Forrest Group of the shares in consideration for the MMK debt.
Accordingly, new common shares will be issued to the Forrest Group once the
procedures for transferring the loan are completed, whereupon CRC will have
75,620,065 common shares in issue. Under the AIM Rules the Forrest Group is a
related party of the Company and the Independent Directors, having consulted
with Nabarro Wells the Company's nominated adviser, confirm that the terms of
the transaction are fair and reasonable insofar as its shareholders are
concerned.
The City Code does not apply to the Company as it is incorporated in the
British Virgin Islands and does not fall within the ambit of the Takeover Code.
Subject to the Board not having consented to those provisions not applying to
any particular situation, the Company's articles of association contain
provisions which track the Takeover Code. The Board has given its consent to
the proposed issue of shares to the Forrest Group referred to above, as the
requirement to make a mandatory offer to shareholders under the Company's
articles would otherwise have applied, given that the Forrest Group is a person
holding 30% or more of the voting rights of the Company who then acquires
additional shares.
Mitchell Alland, CRC Executive Vice Chairman stated: "This private placement
will permit CRC to see the Kinsenda project to production this year, and
provides the basis for further expansion of our DRC production from our other
attractive copper deposits at Musoshi and Lubembe. We can look forward to CRC
becoming a significant producer in the Congo that will increasingly contribute
to the country's economy and to that of Katanga Province."
Copper Resources Corporation Nabarro Wells & Co. GTH
Limited
Communications
Mitchell Alland Jonathan Naess Toby Hall
Executive Vice Chairman
+44 (0) +44 (0) +44 (0)
78 7569 5563 20 7710 7400 20 7153 8035
Notes to Editors:
The remaining 25% of MMK not owned by CRC is held 20% by SODIMICO, a state
company, and 5% by the Forrest Group, the largest private business in Katanga
and one of the largest in the DRC, with diversified operations in mining,
engineering, construction, and cement. Operating successfully in the DRC since
1922, the Forrest Group has extensive operational and management experience in
the country that will support and facilitate CRC's effort in developing the
properties.