Option Agreement Ferrum Resources Limited
For Immediate Release: 10 May 2011
Emerging Metals Limited
("EML" or the "Company")
Option Agreement to acquire a 37.5 per cent. interest in Ferrum Resources Limited
Emerging Metals Limited (AIM: EML) announces that on 9 May 2011 it executed a
put and call option agreement (the "Option Agreement") with Ferrum Resources
Limited ("Ferrum"), an iron ore exploration and development company with
interests in Sierra Leone, Guinea and Central African Republic ("CAR").
Under the terms of the Option Agreement,
* Ferrum has granted the Company a call option (the "Call Option"), for a
consideration of US$1;
* the Company has granted Ferrum a put option (the "Put Option"), for a
consideration of US$1;
* under the Call Option, the Company can exercise its right to subscribe for
26,228,570 new ordinary shares in the capital of Ferrum (the "Option Shares
") at a price of US$0.305 each (the "Subscription Price") provided that the
Call Option is exercised within 120 days of the date of the Option
Agreement, subject to extension in the case of a third party offer for all
or any part of Ferrum's issued ordinary shares;
* under the Put Option, Ferrum can require the Company to subscribe for the
Option Shares (at the Subscription Price) at any time within 60 days of the
date the Option Agreement save that the Put Option can only be exercised if
Ferrum has received a legal opinion from its Sierra Leone counsel (in a
form satisfactory to the Company) ("Sierra Leone Legal Opinion") confirming
its interests in, and the good standing of, five exploration licenses in
the country;
* in each case the aggregate Subscription Price shall be US$7,999,713.85 (the
"Subscription Amount");
* in aggregate, the Option Shares will, if issued, constitute 37.5 per cent.
of the enlarged issued share capital of Ferrum;
* if the Company holds 10 per cent. or more shares in the capital of Ferrum
then it will be entitled to have one director on the board of directors of
Ferrum while if it holds 30 per cent. or more shares in the capital of
Ferrum then it will have the right to appoint two directors to the board
(one of whom shall be the Chairman of the board); and
* on exercise of the Call Option or the Put Option and for so long as EML is
a shareholder of Ferrum, the Company shall have the right of first refusal
in proportion to its existing holdings in case of any further/future
allotment of shares in Ferrum other than in the case of issues of new
shares pursuant to the exercise of certain options/warrants or for non-cash
consideration; such anti-dilution provision to cease upon admission of
Ferrum ordinary shares to trading on certain designated markets.
Under the terms of a convertible loan agreement entered into between the
Company and Ferrum on 20 April 2011, the Company advanced US$752,500 (the
"Loan"), repayable in full in cash on 31 October 2011 (unless otherwise
agreed), or at any time earlier by conversion into 2,467,213 new ordinary
shares in the capital of Ferrum (the "ConversionShares") at an effective price
of US$0.305 each. If the Company elects or is required to acquire the Option
Shares the Loan will be automatically set off from the Subscription Amount and
would be deemed to be repaid in full.
EML's directors Stephen Dattels and Jim Mellon are indirectly interested in
11,666,667 and 285,714 Ferrum ordinary shares respectively with Stephen Dattels
indirectly holding an option to acquire a further 1,500,000 Ferrum ordinary
shares at a price of GBP0.35 per share. These interests would, assuming
exercise of the option indirectly held by Stephen Dattels and no other Ferrum
share issues, amount to approximately 29.75 per cent. of Ferrum's issued
ordinary share capital.
Further details on Ferrum
Ferrum is a private British Virgin Islands company established in January 2010.
The company aims to become a major international iron ore mining and
exploration group. Ferrum currently holds one reconnaissance permit in Guinea.
In addition, it recently acquired Ferrous Africa Limited which holds a 75 per
cent. interest in five exploration licenses in Sierra Leone. Ferrum has also
applied for two iron ore exploration permits for the Topa Iron Ore Project in
the CAR in which it holds a 75 per cent. interest, with the other 25 per cent.
interest held by AXMIN Inc.. From incorporation to 31 December 2010, Ferrum
made losses of £913,000 and as at that date had net assets of £581,000.
If exercised by either party, Ferrum intends to use the proceeds from the
subscription to fund exploration activities in Sierra Leone, Guinea and the
CAR, and to pursue other potential acquisition opportunities.
Stephen Dattels,Co Chairman of Emerging Metals, said:
"We are very pleased to announce the signing of the option agreementwithFerrum
Resources. Theiron oreinterestsof Ferrum in Sierra Leone, together with the
potentialgrant ofan exploration license inthe CAR, mean the proposed
investmentcoulddeliver significant shareholder value."
For further information:
Emerging Metals Religare Capital Evolution GTH Communications
Limited Limited Securities Limited
Denham Eke Peter Romil Patel Toby Hall
Trevelyan-Clark
Tim Redfern Christian Pickel
Emily Staples
+44 (0) 1624 639396 +44 (0) 20 7444 +44 (0)20 7071 4300 +44 (0) 20 3103
0800 3902