Proposed Investment by Ferrum Resources in CMC ...
For Immediate Release: 7 June 2011
Emerging Metals
("EML" or the "Company")
Proposed Investment by Ferrum Resources in CMC Guernsey
Interest in six Cameroon iron ore exploration licenses
EML is pleased to announce that on 6 June 2011 its 37.23 per cent. associate
Ferrum Resources Limited ("Ferrum") has entered into an agreement to subscribe
for new shares in CMC Guernsey Limited ("CMC Guernsey") (a newly incorporated
Guernsey registered and incorporated company) constituting 63.53 per cent. of
its issued shares for a cash consideration of US$13.5 million. Subject to
regulatory approval in Cameroon approving the transfer of shares to CMC
Guernsey ("Completion") CMC Guernsey will own, through a 95 per cent. owned
subsidiary, six iron ore licenses in Cameroon.
Highlights
* Subject to Completion acquisition of interest in six licenses in an
emerging iron ore province in Cameroon, West Africa - representing an
extensive lease area of approximately 6,000 sq. km.
* Potential for discovery and development of world class iron ore deposits.
* Ideal location with neighbouring explorers - Sundance Resources and African
Aura - far advanced with development of iron ore resources.
* The country has an attractive regulatory framework for mining, a commitment
by the Government to infrastructure development and political stability.
* Recent commitment to deepen the near-by port of Kribi and advance the
development of a rail-to-port corridor for iron ore export.
Background
On 3 June 2011 Emerging Metals Limited (AIM: EML) announced that:
* it had subscribed for 26,228,570 new ordinary shares in the capital of
Ferrum constituting 37.23 per cent. of its issued shares, for aggregate
consideration of US$7,999,713.85 (the "Subscription");
* it had made a bridging loan to Ferrum of US$7 million (the "Bridging
Loan");
* it had been granted an option over the issued shares of Ferrum not in its
control, which if exercised, would be acquired by the Company in
consideration of the issue of 316,574,266 new shares in EML (at the rate of
7.16 new EML shares for each Ferrum share acquired) and the granting of
warrants over a further 57,280,000 new EML ordinary shares, each for a term
of five years and with an exercise price per share of 4.88 pence; and
* Jim Mellon and Denham Eke, directors of the Company, have been appointed as
directors of Ferrum, with Mr Mellon taking the role of interim Chairman.
As noted in the announcement of 3 June 2011, it was proposed that the proceeds
of the Subscription and the Bridging Loan be used by Ferrum to acquire a 63.53
per cent. interest in the issued share capital of a Guernsey registered company
with iron ore licenses in Cameroon (the "Cameroon Acquisition"). Subject to
Completion EML is pleased to announce that the Cameroon Acquisition has been
completed. In particular:
* Ferrum has conditionally subscribed for 635,294 new shares in CMC Guernsey
Limited ("CMC Guernsey") (a Guernsey registered and incorporated company)
constituting approximately 63.53 per cent. of its issued shares;
* subject to Completion CMC Guernsey shall own 95 per cent. of the issued
shares of Cameroon registered Compagnie Minière du Cameroun SA ("CMC
Cameroon");
* CMC Cameroon holds six iron ore exploration licenses in Cameroon (the
"Licenses") giving it the exclusive rights to explore for iron ore and
related substances in the Binga, Dja, Djadom, Lele, Minko and Sanaga zones
in Cameroon pursuant to exploration permits 234, 226, 225, 224, 236 and
235; and
* subject to Completion the proceeds from the subscription, together with a
further US$1,500,000 cash subscriptions by CMC Guernsey principal
shareholders shall be applied initially towards a high resolution aero-mag
survey of the Licence areas and thereafter as CMC Guernsey judges warranted
after that survey
Further details about CMC Guernsey
Subject to Completion Ferrum shall have three joint venture partners who shall
each be principal shareholders in CMC Guernsey, being:
* Deltec Bank & Trust Limited - 2.35%
* Generation Resources Limited - 19.41%
* Plinian Guernsey Limited - 14.71%
Deltec Bank & Trust Limited
Deltec Bank & Trust Limited is a private bank, incorporated in the Bahamas,
providing an extensive range of offshore banking, fiduciary and fund
administration services to an international client base. Deltec Bank & Trust
Limited will hold its shares as custodian for several high net worth
individuals.
Generation Resources Limited ("Generation")
Generation is part of Generation Group, a global investment firm founded in
2007 by a group of high net worth individuals and family offices driven by the
same entrepreneurial culture. Generation Group, with offices in five different
countries, brings together expertise in investment banking, corporate advisory
and asset management.
Plinian Guernsey Limited ("Plinian")
Plinian is a private equity firm specialising in making investments in mineral
resource discovery, development, production, and turn-around. Its principle
expertise lies in gold, silver, copper, nickel, PGMs (platinum group metals)
and iron ore with a global geographic focus in the Americas, Australia and
Africa. Plinian is an active investor and seeks management and board
representation in all of its investments. Principals of Plinian include Brad
Mills, Managing Director, who was the former CEO of Lonmin Plc and BHP Base
Metals with over 30 years of experience in the mining industry and Anton Mauve
who is a well qualified geologist with over 20 years of experience in mining,
exploration, planning and strategy.
Joint Venture and Operating Agreements
Each of the CMC Guernsey shareholders has signed a shareholders' agreement.
Under the terms of the agreement Ferrum has the right to appoint two nominees
to the board of directors, with each of Plinian and Generation appointing a
nominee, and the fifth member of the board being an independent member
appointed jointly by the parties (appointed by 75% of the outstanding shares).
Ferrum's nominees to the board of directors of CMC Guernsey are Stephen Dattels
and Serge Ngandu. These nominations were put forward with the approval of EML.
The shareholders agreement contains customary provisions regarding drag and tag
along rights, rights of first refusal, and rights of pre-emption.
Plinian shall be appointed as the managing operator of CMC Guernsey in relation
to the Licenses.
The Licenses
The Licenses comprise six permits for the exclusive rights to explore for iron
ore and related substances in each of the Djadom, Dja, Lele, Minko, Sanaga and
Binga zones in Cameroon covering a total area of approximately 6,000 square
kilometres. The Licenses were granted in September/October 2010 and are valid
for three years, renewable for two additional periods of up to two years each.
The permit area must be reduced by 50 per cent. at each renewal.
Additional Information
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 18.70 per cent. of Ferrum's issued
ordinary share capital.
Stephen Dattels, Co Chairman of Emerging Metals, said:
"Subject to Completion the investment by Ferrum in CMC Guernsey is a very
positive development for the Company and Ferrum. CMC Guernsey will be the owner
of six iron ore concessions with a total lease area of approximately6,000
square. The 63.53 per cent. interest of Ferrum in CMC Guernsey will provide
Ferrum and EML with an opportunity to realise an early stage discovery,
depending on exploration success, which could have the potential to achieve
production within a few years and create significant shareholder value.
Plinian, the proposed operator for CMC Guernsey in Cameroon (and a principal
shareholder) is headed by Brad Mills who is a highly regarded mining executive,
and in both Plinian and Generation Ferrum has partners who we believe can help
CMC Guernsey realise its full potential. Through its earlier subscription, and
provision of bridging finance, EML enabled Ferrum to participate in this early
stage high potential iron ore opportunity. As previously announced EML holds an
option to acquire the entire issued share capital of Ferrum. EML continues to
undertake due diligence on Ferrum's assets (which comprise the Cameroon
licenses, exploration applications in Central African Republic in relation to
the more advanced Topa Iron Ore project, and its Sierra Leone early stage
exploration interests)"
For further information
Emerging Metals Religare Capital Evolution GTH Communications
Limited MarketsLimited 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
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
and 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 Central African Republic in which it holds a 75 per cent.
interest, with the other 25 per cent. interest held by AXMIN Inc.. The Topa
iron ore project consists of iron rich horizons and ridges that have been
defined by mapping and airborne magnetic survey to have a cumulative strike
length that potentially exceeds 75 km. Initial sampling and analysis of the
massive lump hematite-magnetite rock indicates an iron content of 66.7% with
low silica, alumina and phosphorous content. Initial observations suggest that
the enriched iron horizons were derived from schistose banded ironstone, with
schistocity now seen as specular hematite. Results of the initial core drilling
returned high grade iron assays with a weighted average of 63.1% iron over true
widths that range from more than 10 metres up to 52 metres to a maximum tested
depth of 150 metres. From incorporation to 31 December 2010, Ferrum made losses
of £913,000 and as at that date had net assets of £581,000.