Capital Reorganisation and Issue of Equity

RNS Number : 2866Z

Kibo Mining Plc

05 March 2013

 



Kibo Mining Plc

(Incorporated in Ireland)

(Registration Number: 451931)

(External registration number: 2011/007371/10)

Share code on the JSE Limited: KBO

Share code on the AIM: KIBO

ISIN: IE00B61XQX41

("Kibo" or "the Company")                         

5 March 2013

Capital Reorganisation and Issue of Equity

Kibo Mining plc (AIM: KIBO), (JSE: KBO) ("Kibo" or the "Company"), the Tanzania focused mineral exploration and development company, is pleased to announce:

1)   The raising of gross proceeds of €160,994 through the placing of 16,099,466 new ordinary shares in the Company ("Shares") at a placing price of €0.01 per share, together with 16,099,466 free attached warrants to subscribe for one further share in the Company at a price of €0.01 any time on or before 11 February 2014 ("Warrants") (the "Placing");

2)   The payment of certain advisory fees and other creditors of the Company, including certain amounts due to related parties, through the issue of a further 27,939,894 Shares and 12,027,394 Warrants (the "Creditor Conversion"); and

3)   A capital reorganisation comprising an effective 1 for 15 share consolidation and reduction in par value (the "Share Consolidation").

Further details on the Placing, Creditor Conversion and Share Consolidation are as follows:

Share Placing and Creditor Conversion

As set out above, under the Placing and Creditor Conversion the Company will issue a total of 44,039,360 new Shares and 28,126,860 Warrants to new subscribers and creditors. This includes a total of 12,027,395 Shares and 12,027,395 Warrants being issued as payment of accrued directors and other fees due to directors, one ex-director and its substantial shareholder, Mzuri Capital Group Ltd (of which directors, Louis Coetzee and Tinus Maree are also directors of), as tabled below.

Name	Creditor Amount (€)	Shares Issued	Warrants Issued	Shares Now Held	% of Company's Issued Share Capital
Mzuri Capital Group Ltd	23,013.9	2,301,390	2,301,390	287,881,236	22.29
Wenzel Kerremans	4,846.36	484,636	484,636	484,636	0.04
Christian Schaffalitzky	4,016.81	401,681	401,681	25,738,657	1.99
Tinus Maree	16,785.91	1,678,591	1,678,591	16,561,030	1.28
Des Burke	1,150.7	115,070	115,070	12,115,070	0.94
Louis Coetzee	48,700	4,870,000	4,870,000	46,309,936	3.59
Noel O'Keeffe	11,404	1,140,400	1,140,400	10,722,977	0.83
Cecil Bond	5,178.13	517,813	517,813	12,260,347	0.95
Bernard Poznanski	5,178.13	517,813	517,813	3,032,749	0.23

Following the Placing and Creditor Conversion, the Company will have a total of 1,291,394,535 Shares on issue.

Application will be made for the new shares being issued under both the Placing and the Creditor Conversion to be admitted to trading on both the AltX exchange of the Johannesburg Stock Exchange and the AIM market of the London Stock Exchange.  The new shares are expected to commence trading on AIM on or about 13 March 2013.

The price at which any shares to be allotted pursuant to the Warrants will need to be adjusted in accordance with the terms of the Capital Reorganisation, as appropriate,  where such resolutions are passed at the EGM  (as defined below).

Capital Reorganisation

Under the Capital Reorganisation, the company is to subdivide each Share of €0.01 into 1 new share of €0.001 and 1 deferred share of €0.009. Following which, every 15 shares of €0.001 will be consolidated into 1 new Ordinary share of €0.015. The deferred shares will not be issued or listed and will be effective valueless. It is the Board's intention, at an appropriate time, to purchase the deferred shares for an aggregate consideration of €1.

The net result is that holders will receive 1 new share of €0.015 in lieu of every 15 existing shares held.

The circular explaining the Capital Reorganisation, including a notice of extraordinary general meeting ("EGM") and form of proxy, was posted to shareholders on  1 March 2013 and can be found under Company Documents on the Kibo Website.  The EGM will be held at 11am on 22 March 2013.  The location of the EGM and other key dates in respect of the Capital Reorganisation are set out in the circular.

Contacts

Louis Coetzee	[phone]	Kibo Mining plc	Chief Executive Officer
Andreas Lianos	[phone]	River Group	Corporate Adviser and Designated Adviser on JSE
Jon Bellis	[phone]	XCap Securities plc	Joint Broker
Matthew Johnson	[phone]	Northland Capital Partners Limited	Joint Broker
Stuart Laing	[phone]	RFC Corporate Finance Limited	Nominated Adviser on AIM
Matt Beale	[phone]	Fortbridge	Public Relations

Updates on the Company's activities are regularly posted on its website www.kibomining.com

General Background & Strategy

Kibo was established in early 2008 to explore and develop mineral deposits in Tanzania, East Africa and was admitted to AIM on 27 April 2010 and AltX in South Africa on 30 May 2011.  The Board of Kibo is composed of professionals whose experience include mineral exploration, mine development, mining finance, tax, law, mergers and acquisitions, and financial control of public companies. It is supported by competent and motivated Tanzanian staffs that operate from Kibo's operations office in Dar es Salaam.

The mineral assets of the Company now comprise five projects in Tanzania - Haneti (nickel, PGE and gold), Morogoro (Gold), Lake Victoria (Gold), Rukwa (Coal) and Pinewood (Coal & Uranium) which give Kibo access to 38,000 km² of early stage exploration licences in Tanzania's premier gold mining region, the Lake Victoria Goldfield, within the emerging gold exploration regions in eastern Tanzania and uranium and coal regions in south-western Tanzania.

The Rukwa and Pinewood projects provide Kibo shareholders with exposure to an attractive portfolio of strategic energy assets in Tanzania.  Importantly, they are situated within and close to the Mtwara Corridor, an area where the Tanzanian Government has committed to significant infrastructure development and which has seen recent multi-million dollar investment in coal and coal-fired power stations and uranium exploration.

The Rukwa project has a significant Mineral Resource of thermal coal already defined.  This provides nearer term development and commercialisation potential, complementing the other earlier stage exploration projects held by Kibo.  This is further supported by the memorandum of understanding that has already been entered into with a major Asian conglomerate for the development of a coal mine and mine-mouth coal-fired power plant based on the Rukwa project. 

In addition, the Pinewood project encompasses a significant ground holding of prospective Karoo sequence sedimentary rocks.  These sediments are attracting considerable interest from international companies exploring for uranium and coal mineralisation following some notable discoveries in recent years.

Kibo's objective is to build shareholder value in a sustainable manner.  This objective will be pursued primarily through active exploration of its own projects and by using the Company's experience in Tanzania to acquire attractive exploration and development assets on competitive terms that can be moved swiftly up the value curve by using the Company's own skills base whilst also seeking to benefit from strategic collaborative relationships with industry leaders who have special skills and competencies within their chosen fields of focus.  Kibo will undertake continual risk assessment of its projects and take whatever actions it believes are necessary to ensure that these risks are mitigated.

Johannesburg

5 March 2013

Corporate and Designated Adviser

River group

 

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