Acquisition
RED ROCK RESOURCES PLC
Colombia Acquisition
Dated: 8 March 2011
Further to the update released on 15 February 2011, Red Rock Resources plc ("Red Rock" or the "Company"), the gold mining and exploration company with projects in Kenya and Colombia, and interests in steel feed, uranium, and rare earths is pleased to announce the exercise of its options over 51 per cent. of the issued share capital of its partner Mineras Four Points SA ("MFP"), at a reduced initial cost, with remaining payments related to the achievement of key targets.
Under a share purchase agreement entered into on 4 March 2011 between the Company, Juan Camilo Florez Ramirez and Andres Felipe Florez Valderrama (together, the "Vendors"), the Company has agreed to acquire 25,500 shares of the total 50,000 issued shares of MFP for a total cash consideration of up to US$7,500,000, of which an initial US$5,502,000 (the "Initial Consideration") has been paid or is payable on completion of a loan guarantee by the Vendors, with US$1,000,000 deferred until MFP has an average ore production of 150 tonnes per day for a continuous 90 day period and a further $998,000 payable only when MFP achieves a net operating profit of US$10,000,000 in one year. The MFP shares have been acquired through the acquisition of the entire issued share capital of American Gold Mines Limited ("AGM"), a newly incorporated Cayman Islands company whose only asset is its holding of MFP shares and which, save for its acquisition of the MFP shares, has never traded.
Red Rock entered into a Funding and Co-operation Agreement (the "Agreement") with MFP, a company incorporated in the Republic of Colombia, in June 2010 under which it has lent MFP US$2,000,000 at 5% per annum and provides consultancy services for fees totalling US$2.96 million over the period from 1 September 2010 until 30 June 2013 payable quarterly in arrears in increments rising from an initial US$200,000 per quarter to US$350,000 per quarter. In addition, Red Rock is entitled to payments in relation to profits during each accounting period covered by this period of 15% of EBITDA, less amounts paid in interest and fees for that accounting period. MFP has exploration and mining rights over the El Limón gold mine 6 km south of Zaragoza in the province of Antioquia, Colombia, and over the Machuca (La Aurora) gold mine 36 km south of Zaragoza, Antioquia. In its year ended 31 December 2010, MFP made pretax losses of US$714,000 on turnover of US$1.26 million and as at that date it had net liabilities of US$148,000.
US$1,000,000 of the purchase consideration is to be satisfied by the assignment of loan facilities advanced in November 2010 and carrying interest at 1.25 per cent. per calendar month. Red Rock will retain, via AGM, warrants to subscribe for a further 0.5 per cent. of MFP's enlarged issued share capital for US$50,000 issued in connection with those loan facilities. The Vendors have agreed to use US$1,200,000 of the purchase consideration, which has been paid by Red Rock, to provide a back-to-back guarantee for a loan of the same amount to MFP from Banco de Occidente in the Republic of Colombia (the "Vendor Loan") which will trigger payment by Red Rock of the final US$2,552,000 (less US$250,000 already advanced) of the Initial Consideration. Fees and interest paid or payable by MFP to Red Rock up to the end of March 2011 amount to over US$500,000 and these amounts will be settled by MFP from the proceeds of the Vendor Loan.
Red Rock will appoint two directors to the board of MFP.
Red Rock decided to exercise its options over MFP because the mines and plant are now commissioned, with all parts delivered and operational. It had been the intention of the Company from the time of executing the Agreement in June 2010 to exercise the options only when it was confident that the mine provided a satisfactory working environment and that it and the plant were capable of delivering in accordance with the operational plan. That stage has now been reached, and Red Rock considers it desirable that it should be able to exercise a degree of control over the management and operations of MFP that are only possible with the exercise of the options.
Further developments in the operations of MFP will be reported shortly.
Enquiries:
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Andrew Bell |
0207 402 4580 or 07766 474849
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Red Rock Resources plc |
Chairman
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Sandra Spencer |
0207 402 4580 or 07757 660 798
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Red Rock Resources plc |
Public and Investor Relations |
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Peter Trevelyan-Clark/ Ben Jeynes
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020 7444 0800 |
Religare Capital Markets |
Nominated Adviser |
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Nick Emerson |
01483 413500 |
Simple Investments Ltd |
Broker |
Enquiries:
Updates on the Company's activities are regularly posted on its website, www.rrrplc.com.
This information is provided by RNS