Memorandum of Understanding

RNS Number : 6720X

Kibo Mining Plc

21 November 2014

 



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")

 

Dated: 21 November 2014

Binding Memorandum of Understanding to close Joint Venture on Kibo Uranium Portfolio

and

£150,000 equity investment by Metal Tiger PLC

·          Binding Memorandum of Understanding ("MOU") for 50/50 Joint Venture on Uranium Portfolio

·            £150,000 equity investment by Metal Tiger PLC ("Metal Tiger") (AIM:MTR)

LouisCoetzee, CEO of Kibo Mining, said: "Kibo is pleased to enter into a commercial relationship with Metal Tiger and we look forward to working together under the proposed JV and as outlined in our Memorandum of Understanding. The Joint Venture will allow Kibo to immediately take the Company's Uranium portfolio out of care and maintenance and to restart active exploration work on the portfolio.  This is a significant step for the company, recognising the increasing interest in the Uranium sector, as demonstrated recently by the sharp increase in the price of the commodity.

The MOU further marks another major achievement by Kibo over recent months, during which the Company has:

1.   Initiated three feasibility Studies i.e:

a.  Rukwa Coal Mine with Phase 1 Stage 1 of the Rukwa Coal Mine's pre-feasibility study already complete;

b.  Rukwa 300MW Power Plant on which the full pre-feasibility study is expected to be completed by 30 November 2014; and

c.  Preliminary Economic Assessment on Imweru Gold Project set for completion during early December 2014.

2.   Made considerable progress towards securing an appropriate development partner for the Rukwa Coal to Power Project

3.   Commissioned a Geochemical interpretation of latest exploration results on the Haneti Nickel Project;

4.   Now re-activated the Company's Uranium portfolio with an active exploration program to commence during 2015; and

5.   Stabilized the Company's cash position

We anticipate significant further news flow across our project portfolio in the coming weeks in what is building into an exciting period for the company and investors."

Kibo Mining plc ("Kibo" or the "Company") (AIM: KIBO; AltX: KBO), the Tanzania focussed mineral exploration and development company, is pleased to announce Kibo and Metal Tiger Plc ("Metal Tiger") entered into a Memorandum of Understanding ("MOU") on 21 November 2014 for a 50/50 Joint Venture ("JV") with regard to Kibo's Uranium-prospective portfolio of exploration rights in the southern western corner of Tanzania.  The portfolio consists of 43 licences, offers, applications and tenders with a combined surface area of 9,033 square kilometres (the "Pinewood Portfolio"). 

Under the MOU Metal Tiger has 90 days to complete its due diligence process and within which period the parties are to complete and sign a binding JV agreement.  The terms of the MOU would see Metal Tiger pay for the ongoing licence renewal fees and other maintenance costs for a minimum of 12 months (estimated to be approximately US$100,000 p.a.) and up to a maximum of 3 years within which timeframe Metal Tiger is to expend a total of US$800,000 on project costs (including licence renewal fees) and an agreed exploration work program, to maintain its 50% interest in the JV.  Should Metal Tiger expend less than a total of US$800,000 whilst maintaining the Pinewood Portfolio licences, but not less than US$300,000, then Metal Tiger's 50% interest in the JV will revert to a 10% free carry on the Pinewood Portfolio.  Should Metal Tiger expend less than US$300,000 in total then Metal Tiger's total JV interest shall revert to Kibo.

Concurrently Metal Tiger has agreed to acquire 10,000,000 new ordinary shares in Kibo (the "Subscription Shares") at a price per share of 1.5p per Subscription Share ("the Subscription").  Metal Tiger has invested a total of £150,000 into Kibo to be funded from the Metal Tiger's existing cash resources.  Following completion of the Subscription, Metal Tiger will become a significant shareholder in Kibo with a beneficial interest in 3.67% of Kibo's issued share capital.  An application will be made for the Subscription Shares to be admitted to trading on AIM following receipt of the subscription monies.  The subscription monies are due to be received by 20 December 2014.

As part of the transaction Kibo will issue Metal Tiger with warrants over 10,000,000 new ordinary shares in Kibo, exercisable within a three-year term at an exercise price of 3p each.

Key Terms of the Memorandum of Understanding

Following completion of the 90 day due diligence period and the parties entering into the JV agreement as outlined in the MOU, the parties are to operate under a 50/50 Joint Venture of the uranium prospective properties that form the Pinewood Portfolio, as follows:

·    Metal Tiger is to acquire 50% of Kibo Uranium Limited ("KB Uranium"), a 100% wholly owned subsidiary of Kibo Mining plc, that owns the Pinewood Portfolio for a consideration of £1.

·    Metal Tiger is to meet the expenses in relation to the licence renewal fees and other maintenance costs of the Pinewood Portfolio for a minimum of 1 year (estimated to be approximately US$100,000) and up to a maximum of 3 years.

·    Metal Tiger is to expend the first US$800,000 under the JV in expenses and exploration relating to the Pinewood Portfolio, at which point costs moving forward are shared 50/50 between the parties.

·    Should Metal Tiger elect to not continue with the JV after the minimum term of one year, or fail to expend US$100,000 by the first anniversary of the JV, or should Metal Tiger fail to expend the full expenditure by the third anniversary of the JV then:

o if less than US$300,000 of the agreed expenditure, the 50% interest in the JV owned by Metal Tiger shall revert back to KB Uranium subject to them exercising a claw-back option;

o if greater than US$300,000 of agreed expenditure, KB Uranium shall have the right to exercise the claw-back option in respect of Metal Tiger's interest in KB Uranium, however, Metal Tiger shall retain a 10% free carry in the Pinewood Portfolio.

·    At any time following the first anniversary of the JV, on not less than 90 days' notice to Kibo, Metal Tiger may elect to cease sole funding of the JV expenditure

The acquisition by Metal Tiger of the interest in KB Uranium is conditional, inter alia, on:

(i)         by not later than 20 February 2015 Metal Tiger conducting, and confirming in writing, that it is satisfied (at its sole discretion) with the results of the legal, financial and technical due diligence investigations to be undertaken by Metal Tiger in relation to the Pinewood Properties and KB Uranium; and

(ii)  Kibo and KB Uranium procuring all necessary consents from the regulatory authorities in Tanzania.

Uranium Prospective Joint Venture Areas - Pinewood Porfolio

A wholly owned subsidiary of Kibo Uranium Limited ("KB Uranium"), itself a wholly owned subsidiary of Kibo Mining Plc (LON: KIBO), owns a portfolio of Uranium prospective assets licences for exploration in Tanzania (collectively the "Pinewood Portfolio").

The Pinewood Portfolio of exploration licences is located in the southern western corner of Tanzania, between the regional capitals of Iranga, Mbeya, and Songea.  The portfolio consists of 43 licences, offers, applications and tenders with a combined surface area of approximately 9,033 square kilometres.

Contacts

Louis Coetzee	[phone]	Kibo Mining plc	Chief Executive Officer
Andreas Lianos	[phone]	River Group	Corporate Adviser and Designated Adviser on JSE
Jon Belliss Abigail Wayne	[phone]	Hume Capital Securities Plc	Broker
Oliver Morse and Trinity McIntyre	[phone]	RFC Ambrian Limited	Nominated Adviser on AIM
Daniel Thöle Lucinda Alderson	[phone] [phone]	Bell Pottinger	Investor and Media Relations

Kibo Mining - Notes to editors

Kibo Mining is listed on the AIM market in London and the AltX in Johannesburg. The Company is focused on exploration and development of mineral projects in Tanzania, and controls one of Tanzania's largest mineral right portfolios. Tanzania provides a secure and stable operating environment for the mineral resource industry and Kibo Mining therein.

Kibo Mining holds a thermal coal deposit at Rukwa, which has a significant JORC compliant defined resource (See Table 1 below), and is developing a 250-350MW mouth-of-mine thermal power station with an established management team that includes Standard Bank as Financial Advisor.  Kibo is undertaking a Coal Mining Definitive Feasibility Study and a Power Pre-Feasibility Study for Rukwa with initial findings to be released in the near term.

The Company also has extensive gold focused interests including Lake Victoria Goldfields and Morogoro projects. At Lake Victoria, the Company has projects with a 550,000oz JORC compliant gold Mineral Resource at Imweru Project (See Table 2 below) and a 168,000oz NI 43-101 compliant gold Mineral Resource at Lubando Project (See Table 3 below) in which the Company holds a 90% attributable interest. The Company is currently undertaking a Definitive Feasibility Study on its Imweru Project, with Preliminary Economic Assessment study findings to be released in the near term.

Kibo also holds the Haneti Nickel Project on which the latest technical report confirms prospectivity for nickel, PGMs, gold and strategic metals including Lithium.

Kibo Mining also holds the Pinewood (coal & uranium) project where the company has signed a MOU to enter into a 50/50 Exploration Joint Venture with Metal Tiger PLC.

The Company's projects are located in the established and gold prolific Lake Victoria Goldfields, the emerging goldfields of eastern Tanzania and the Mtwara Corridor in southern Tanzania where the Government has prioritised infrastructural development attracting significant recent investment in coal and uranium. The Company has a positive working relationship with the Tanzanian government at local, regional and national levels and works hard to maintain positive relationships with all communities where company interests are held.  The Company recognises the potential to enhance the quality of life and opportunity for Tanzanian citizens through careful development of its projects.

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

Technical data

Rukwa Mineral Resource

Table 1 below presents a table showing the Mineral Resource estimate for the Rukwa Coal Project. The table is taken from an NI 43 101-Compliant Report by GEMECS (Pty) Ltd dated April 2012.

Table 1

RUKWA COAL RESOURCE SUMMARY- GEMECS (Pty) Ltd
	SEAM	NI 43-101	IN SITU
SEAM	THICKNESS	CLASS	MILLION TONS
S4	1.14	Indicated	2.17
S3U	2.04	Indicated	6.92
S3L	2.3	Indicated	12.63
S2	3.45	Indicated	23.43
S1U	2.48	Indicated	7.34
S1L	2.92	Indicated	17.4
S0	1.08	Indicated	1.44
Total Indicated Resources			71.34
S4	1.31	Inferred	1.38
S3U	2.24	Inferred	2.94
S3L	2.27	Inferred	3.86
S2	3.42	Inferred	7.94
S1U	2.05	Inferred	6.5
S1L	3.15	Inferred	12.83
S0	1.06	Inferred	2.6
Total Inferred Resources			38.05
TOTAL RESOURCES			*109.39

*Kibo holds 100% of the Rukwa Mineral Resource

Imweru Mineral Resource

Table 2 below presents a table showing the Mineral Resource estimate for the Imweru  Project  at  a base case economic cut-off grade for the reporting of the resource  of  0.4 g/t. The table is taken from a JORC-Compliant Report by Tetra Tech EBA dated February 2014.

Table 2

Area	Material Type	Classification	Cut- off (g/t)	Specific Gravity	Metric Tonnes (t)	Short Tons	Gold Grade (g/t)	Contained Gold Ounces (troy)
Central	Laterite	Indicated	0.40	2.50	131,000	144,000	1.785	8,000
	Saprolite	Indicated	0.40	2.50	706,000	778,000	1.387	32,000
	Bedrock	Indicated	0.40	2.89	1,895,000	2,089,000	1.043	64,000
	Total	Indicated	0.40	2.77	2,732,000	3,012,000	1.168	103,000
Central
	Laterite	Inferred	0.40	2.50	685,000	755,000	1.317	29,000
	Saprolite	Inferred	0.40	2.50	1,047,000	1,154,000	1.040	35,000
	Bedrock	Inferred	0.40	2.89	7,838,000	8,640,000	1.029	259,000
	Total	Inferred	0.40	2.82	9,569,000	10,548,000	1.051	323,000
East	Total	Inferred	0.40	2.70	2,653,000	2,925,000	1.449	124,000
Imweru Property Total		Indicated	0.4	2.77	2,732,000	3,012,000	1.168	103,000
		Inferred	0.4	2.79	12,222,000	13,473,000	1.137	447,000
		Combined (inf+ind)	0.4	2.79	14,954,000	16,485,000	1.143	550,000

*   Total estimates are rounded, based on composites capped at 26 g/t gold at Imweru Centraland 25 g/t at Imweru East, the cut-off grade isbased on a gold price of US$1,200 and a 90%  metallurgical recovery is assumed in calculation of cut-offgrade. A base case of  0.40  g/t has been selected.

** Classification of MineralResources incorporates the terms and definitions from the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) published bythe Joint Ore Reserve Committee (JORC)

Lubando Mineral Resource

Table 3 below presents a table showing the Mineral Resource estimate for the Lubando Project at a base case economic cut-off grade for the reporting of the resource of 0.5 g/t Au. The table is taken from an NI 43 101-Compliant Report by EBA Engineering Consultants Limited (now part Tetra Tech EBA) dated August 2009.

TABLE3: LUBANDO MINERALRESOURCE SUMMARY - BASECASE*
Category	West Zone	East Zone South	East Zone Mid	East Zone North	Total
Measured Resource
Measured Resource(t)	107,900	4,880	16,900	54,440	184,150
Grade(g/t)	1.69	2.52	1.72	2.48	1.95
Total Gold(oz)	5,900	400	950	4,340	11,500
Indicated Resource
Indicated Resource(t)	280,710	18,330	61,000	149,350	509,420
Grade(g/t)	1.61	2.23	1.89	2.73	1.99
Total Gold(oz)	14,500	1,300	3,700	13,120	32,600
Inferred Resource
Total Resource(t)	1,090,000	65,470	209,340	535,330	1,900,140
Grade(g/t)	1.27	1.56	3.34	3.13	2.03
Total Gold(oz)	44,550	3,300	22,500	53,900	124,200

 

* Numbers are rounded. Composites capped at 10.85g/t gold. Cut-off grade of 0.5 g/t gold based on a gold price of US$850/oz and assumed 100% metallurgical recovery.CIM definitions were followed for Mineral Resources.

Pursuant to the terms of an inherited agreement with Barrick East Africa Exploration LTD (BEAL), Kibo currently has an effective 90% interest in the Imweru and Lubando Project (and thus a 90% attributable interest in the Imweru and Lubando Mineral Resources shown in Table 2 and 3 above), with Barrick having a 10% carried interest up to a decision to mine at which point they have to contribute or be diluted to a 2% net smelter royalty. BEAL also has a first right of refusal pursuant to which they can buy the 90% interest in the project at an agreed market related value after completion of a Bankable Feasibility Study.  Kibo remains the operator of the project.

Review by Qualified Persons

The information in this announcement that relates to the Rukwa Coal Mineral Resource is taken from a report titled "Independent Technical Report for the Rukwa Coal Project, Mbeya Region, United Republic of Tanzania" dated 19^th April 2012 by CD van Niekerk Director and Principal Geologist with the firm GEMECS (Pty) Ltd. Mr van Niekerk is a Professional Natural Scientist with the South African Council for Natural Scientific Professions (SACNASP), Registration No. 400066/98 and a Fellow Member of the Geological Society of South Africa. He has relevant experience and technical qualifications to be a "Qualified Person" for reporting coal resources to the NI 43-101 Standard

Information in this announcement that relates to the Imweru Mineral Resource is taken from the report titled "Resource Update for the Imweru Property Geita Region Northern, Tanzania, JORC Competent Persons Report" dated February 17^th 2014 (the "Report"). The Report states a JORC-compliant Mineral Resource estimate and was prepared for Kibo Mining plc by James Barr P.Geo. and Darryn Hitchcock P.Geo. Senior Geologist and Geologist respectively with TetraTech EBA Ltd. Both Mr. Barr and Mr. Hitchcock are registered as Certified Professional Geologists with Association of Professional Engineers and Geoscientists of British Columbia a recognised professional organisation. Mr Barr as principal author responsible for the Report has experience in the evaluation and reporting of Archaean Gold projects and is a "Qualified Person" for reporting gold resources to the JORC Standard. He consents to the inclusion in this document of the matters based on his information in the form and context in which they appears. 

The information in this announcement that relates to the Lubando Mineral Resources is taken from a report titled  "Technical Report on the Lubando property, Mwanza, Tanzania" dated 31^st  August 2009" (the "Report") The  Report is NI 43-101 compliant and was prepared for Great Basin Gold Rusaf Gold Limited by Nathan Eric Fier C.P.G., P.Eng. Market Director for EBA Engineering Consultants Ltd and a Senior Mining Consultant. Mr. Fieris registered as a Certified Professional Geologist with the American Institute of Professional Geologists, Registration No 10062, and a professional Engineer in British Columbia, Canada Registration No. 135165. He has extensive experience in the evaluation and reporting of Archaean Gold projects.

The Company's Exploration Director, Noel O'Keeffe has reviewed the resource reports and the references to them in this announcement.

Johannesburg

21 November 2014

Corporate and Designated Adviser

River Group

 

 

END

 

 

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