New Company Formed - Griff-Tech.com

Griffin Mining Ld 12 January 2000 Formation of Griff-Tech.com plc and proposed offer to Griffin Shareholders Extension of exercise date of unquoted warrants from 13th to 21st January 2000 AIM quoted Griffin Mining Limited ('Griffin') is pleased to announce the formation of Griff-Tech.com plc ('Griff-Tech'. Griff-Tech has been formed to take advantage of cross border acquisition opportunities in the internet, telecommunications and high technology sectors. The global technology revolution has created the circumstances where companies and businesses based outside Europe, have developed technologies, applications and products which have immediate applicability to the European market place and beyond. Many of these companies are seeking ways in which their business models can be exported, in the first instance, to Europe. Griff-Tech has been formed as an acquisition vehicle to acquire a business or company in the internet, telecommunications and high technology sectors which meets the following criteria: - has demonstrated the viability of a business model outside Europe and which has the potential to be imported into the European market place; - already operates in Europe and is likely itself to be an attractive near term acquisition target for North American or other companies looking to expand operations in Europe; or - is already established in some form in Europe with a technology which is, or has the capacity to be, the world leader in its technology or industry niche. The proposed directors of Griff-Tech at flotation have many years experience in cross border merger and acquisition activity and will be applying these skills and global contacts in identifying and concluding a suitable acquisition for Griff-Tech. As part of the proposed offer of shares in Griff-Tech described below, Griff-Tech will apply to have all its ordinary shares in issue quoted on the Alternative Investment Market of The London Stock Exchange ('AIM'). Trading in the ordinary shares of Griff-Tech is expected to commence on AIM on or around 25th February 2000. A number of acquisition targets for Griff-Tech which meet the criteria outlined above have been identified. These and other potential targets will be pursued following Griff-Tech's admission to AIM with a view to announcing an acquisition in the short term. The relative size of any potential acquisition and Griff-Tech means that any acquisition is likely to be classified as a reverse-takeover under the AIM Rules and, accordingly, be subject to shareholder approval. Funding of Griff-Tech It is intended that Griff-Tech will make an offer of its shares for subscription (the 'Offer') exclusively to Griffin shareholders whose names appear on the Griffin register at close of business on 24th January 2000 (the 'Record Date'), on the basis of one new ordinary share of 1p in Griff-Tech (a 'Griff-Tech Share') for every two existing ordinary shares in Griffin held on the Record Date at an issue price of 1p per share to raise approximately £200,000. It is intended that the Offer will be fully underwritten on the basis described below. Following the completion of the Offer, there will be a minimum of 19,473,250 and maximum of 20,451,798 new Griff-Tech Shares in issue. It is anticipated that a prospectus and application forms will be dispatched to all Griffin shareholders resident outside of North America and Australia on or about 25th January 2000. Underwriting arrangements It is intended that the Offer be fully underwritten and that the underwriting arrangements will be structured so that Griffin will take up, at 1p per share, all new shares in Griff-Tech not subscribed for by existing Griffin shareholders under the Offer, up to a maximum of 29.9% of the Griff-Tech Shares under the Offer, before any other underwriter subscribes under its underwriting commitment. Thereafter, it is anticipated that all underwriters will participate pro rata to their underwriting commitments. Antfactory Holdings Limited ('Antfactory') has offered, in principle and subject to contract, to underwrite the Offer up to a maximum of a further 29.9% of the new shares to be offered pursuant to the Offer. Antfactory is a pan-European internet incubator company with a range of investments in the internet/e-commerce sector. English Trust Company Limited ('English Trust'), the proposed Nominated Adviser to Griff-Tech, has indicated its willingness to act as Nominated Adviser to Griff-Tech. Charles Stanley & Company Limited has indicated its willingness to act as Nominated Broker. No formal agreements in relation to the underwriting of the Offer or the appointment of advisers have yet been entered into between Griffin, English Trust Company Limited, Charles Stanley & Company Limited, Griff-Tech or Antfactory. Warrant exercise On 10th November 1999, Griffin announced the issue of up to 2,099,377 unquoted warrants to enable existing shareholders to participate in the placing also announced on that date. Each warrant entitles the holder to subscribe for one new ordinary share in Griffin at 9p on or before 13th January 2000. It is intended that all new ordinary shares in Griffin issued pursuant to the exercise of these warrants will rank for the Offer of new Griff-Tech Shares. In order to allow warrant holders sufficient time to consider the implications of this announcement the exercise date for the warrants has been extended to 21st January 2000. Benefits to Griffin and to Griffin shareholders Griffin's principal asset is a major zinc-gold project at Caijiaying in China. Work is currently underway on phase one of a full bankable feasibility study, which has been funded by a £1.3m placing completed in November 1999. Griff-Tech will not become a subsidiary of Griffin and will be separately managed. Griffin and its shareholders will benefit from the added value created in Griff-Tech through both the opportunity to participate in the Offer directly, and from the shareholding in Griff-Tech which Griffin obtains as a result of its underwriting commitment. Directors of Griff-Tech It is proposed that, upon flotation, the directors of Griff-Tech will be as follows: Marc Holtzman, aged 39, Marc Holtzman is the first Secretary of Technology in the Cabinet Office of the State of Colorado in the USA. He is also responsible for the Governor's Office of Innovation and Technology and Chairman of Colorado's Information Management Commission. He serves as Co Chairman of the Governor's Commission on Science and Technology. Until 1999 Mr Holtzman was President of ABN AMRO Corporate Finance CEE and remains as non-executive Vice Chairman of ABN AMRO Corporate Finance. He is currently based in Colorado; previously, as President of MeesPierson EurAmerica and as Senior Adviser to Salomon Brothers he was based in Europe. He holds a Bachelor of Arts degree from Lehigh University. Mladen Ninkov, aged 38, Mladen Ninkov holds a Masters of Law Degree from Trinity Hall, Cambridge and Bachelor of Laws (with Honours) and Bachelor of Jurisprudence Degree from the University of Western Australia. He is a principal of Keynes Capital, a merchant and investment banking business specialising in providing capital and advisory services to a number of industries, in particular at this time, to individuals and related firms specialising in the internet, technology and telecommunications sectors. He has a investment banking (mergers & acquisitions), corporate finance, legal and fund management background. He was a director and Head of International Corporate Finance at ANZ Grindlays Bank Plc in London, managing director of Maxwell Central and East European Partners plc in London and a Vice President of Prudential-Bache Securities Inc. in New York. He also worked at Skadden Arps Slate Meagher & Flom in New York and Freehill Hollingdale & Page in Australia. He has been a director of a number of publicly listed companies and has been a director of Griffin since November 1997. Craig Niven, aged 43, Craig Niven holds a Masters Degree in Economics from St. Catharine's College, Cambridge and is a Chartered Accountant. Until 1994, he was a director and Head of International Corporate Finance at ANZ Grindlays Bank Plc where he was involved in cross-border transactions, mergers and acquisitions and company flotations. Between 1994 and 1997 he acted as adviser to a number of fund management groups including Global Emerging Markets Limited and Park Street Investments Pty Limited where he was responsible for identifying and monitoring investment opportunities in a variety of sectors including telecommunications, internet and information technology and financial services. Timetable The expected timetable is as follows; Record date: 24th January 2000 Posting of prospectus: 25th January 2000 Ex offer date: 31st January 2000 Closing date of the offer: 21st February 2000 Admission to AIM: 25th February 2000 English Trust Company Limited, which is regulated by The Securities and Futures Authority Limited, has approved the issue of this announcement for the purposes of section 57 of the Financial Services Act 1986. English Trust Company Limited is acting exclusively for Griff-Tech in connection with the Offer and the admission of the Griff-Tech Shares to trading on AIM and no one else, and will not be responsible to any other person for providing the protections afforded to customers of English Trust Company Limited, or for advising any other person in connection with the Offer. The responsibility of English Trust Company Limited, as proposed Nominated Adviser to Griff-Tech, is solely to the London Stock Exchange. Further information Craig Niven (Chairman) - Griffin Mining Limited: Telephone: +44 (0)207 574 2455 Stephen Goschalk - English Trust Company Limited: Telephone: +44 (0)207 608 0888 Charles Dampney - Charles Stanley & Company Limited Telephone: + 44 (0)1273 486244 Leesa Peters - Ludgate Communications Telephone: + 44 (0)207 216 4512 Griffin Mining Limited's shares are quoted on the Alternative Investment Market (AIM) of the London Stock Exchange (symbol GFM) and traded on the Canadian Dealing Network in Toronto (symbol GRFM). Corporate information and share prices can be accessed via the Newstrack Service on Reuters (symbol GFM.L) (page JPJA), Bloomberg (symbol GFM LN), ICV Topic (*1180). The Company's news releases are available on the Company's web site: www.griffinmining.com
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