Acquisition

11th Nov 2009 07:01



Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, the Republic of South Africa or Japan 

or any other jurisdiction where it is unlawful to do so

11 November 2009

LP Hill Plc 

("LP Hill" or the "Company")

Proposed acquisition of Tranomaro Mineral Development Corporation Limited 

Proposed adoption of New Articles

Application for admission of the Enlarged Share Capital to trading on AIM 

Notice of General Meeting

The Board of LP Hill is pleased to announce that it has today conditionally agreed to acquire the entire issued ordinary share capital of Tranomaro Mineral Development Corporation Limited ("Tranomaro"), a company recently incorporated in England and Wales. Tranomaro's primary objective is to create long term shareholder value through the discovery, analysis and exploitation of uranium, thorium and other mineral exploration projects, including precious metals such as platinum group metals and gold, initially in Madagascar. 

Certain definitions and terms apply throughout this announcement and your attention is drawn to the table at the end of this announcement where these definitions and terms are set out in full.

Highlights:

Tranomaro owns an 80 per cent. beneficial interest in the issued share capital of MDC, a Madagascan subsidiary. 

MDC is the sole beneficial owner of the exploration and commercial mining rights for uranium and thorium in the areas covered by the New Permits which comprise a total of 38 blocks covering approximately 14.84 square kilometres in the Marodambo Uranium Thorium Project in the Tranomaro area of southern Madagascar, approximately 60 kilometres directly north west of the major port of Tolanaro, formerly Fort Dauphin.

A work programme of geological reconnaissance, including sampling and mapping, followed by drilling or costeaning (trenching) is proposed over an eighteen month to two year period. The total cost of the proposed work programme is budgeted at US$250,000 and may be subject to change according to the results obtained as the work programme proceeds.

The consideration payable in respect of the Acquisition is to be satisfied through the issue of 3,000,000 new Ordinary Shares and a cash payment of £200,000. The consideration, in aggregate, values all of the issued Tranomaro Shares at approximately £1.145 million based on the Issue Price. The cash element of the consideration is proposed to be financed from the Company's existing cash resources.

In view of the nature of the Acquisition, it constitutes a reverse takeover of the Company under the AIM Rules for Companies and therefore requires the prior approval of Shareholders at the General Meeting.

Strand Hanson is acting as Financial and Nominated Adviser in connection with the Proposals. 

Gerard Nealon, Executive Chairman of LP Hill, today commented:

"The Marodambo Project in Madagascar offers good potential for uranium and thorium exploration based, inter alia, on historical mineral occurrence maps produced by Madagascar's former French administration. We believe that the global market outlook for uranium and thorium is attractive in the face of a growing supply deficit for uranium and an increasing political will to embrace nuclear energy to help meet global electricity demand which is forecast to double within the next 25 to 30 years. We are committed to creating long term value for our Shareholders."

An Admission Document containing a notice covening a General Meeting to be held at the offices of Joelson Wilson LLP, 30 Portland Place, London W1B 1LZ on 4 December 2009 at 11.00 a.m. (or as soon thereafter as the Company's annual general meeting, scheduled for the same day, has been concluded or adjourned) is being sent to Shareholders today.

Enquiries:

LP Hill Plc
Gerard Nealon, Executive Chairman	Tel: +61 417 541 873
Strand Hanson Limited
James Harris	Tel: +44 (0) 20 7409 3494
Matthew Chandler
David Altberg

This summary should be read in conjunction with the full text of this announcement set out below.

Strand Hanson Limited and Falcon Securities (UK) Limited, which are both authorised and regulated in the United Kingdom by the Financial Services Authority, are acting as financial and nominated adviser and broker to the Company respectively in connection with the Acquisition and the proposed admission of the Enlarged Share Capital to trading on AIM. Their responsibilities as the Company's nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this announcement. Strand Hanson Limited and Falcon Securities (UK) Limited are acting exclusively for LP Hill and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or the Acquisition or the proposed admission of the Enlarged Share Capital to trading on AIM. No representation or warranty, express or implied, is made by either Strand Hanson Limited or Falcon Securities (UK) Limited as to the contents of this announcement, without limiting the statutory rights of any person to whom this announcement is issued. The information contained in this announcement is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them.

The Directors of LP Hill accept responsibility, individually and collectively, for the information contained in this announcement and for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

This announcement does not constitute, or form part of, an offer or an invitation to purchase any securities.

Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, the Republic of South Africa or Japan 

or any other jurisdiction where it is unlawful to do so

11 November 2009

LP Hill Plc 

("LP Hill" or the "Company")

Proposed acquisition of Tranomaro Mineral Development Corporation Limited 

Proposed adoption of New Articles

Application for admission of the Enlarged Share Capital to trading on AIM 

Notice of General Meeting

1. Introduction

The Board is pleased to announce that the Company has conditionally agreed to acquire the entire issued share capital of Tranomaro for a consideration, payable on Completion, comprising the issue of 3,000,000 new Ordinary Shares and a cash payment of £200,000. The consideration, in aggregate, values all of the issued Tranomaro Shares at approximately £1.145 million based on the Issue Price. 

The cash element of the consideration is proposed to be financed by the Company from its existing cash resources.

The Enlarged Group aims to create long term shareholder value through the discovery, analysis, and exploitation of uranium, thorium and other mineral exploration projects, including precious metals such as platinum group metals and gold. Tranomaro is a UK investment holding company registered in England and Wales which owns an 80 per cent. beneficial interest (of which 79.6 per cent. is owned legally and beneficially by Tranomaro and 0.4 per cent. is held on trust for Tranomaro by SIAM and Kenneth Aylward, further details of which are set out in the Admission Document) in MDC, a recently incorporated Madagascan company. MDC is the sole beneficial owner of the exploration and commercial mining rights for uranium and thorium in the areas covered by the New Permits, which comprise a total of 38 blocks covering approximately 14.84 square kilometres in the Marodambo uranium thorium project in the Tranomaro area of southern Madagascar, approximately 60 kilometres directly north west of the major port of Tolanaro, formerly Fort Dauphin (the "Marodambo Project").

Further to irrevocable split and transfer applications which were submitted on 9 November 2009 jointly by the holder of the Existing Permits and MDC to the BCMM in Madagascar, it is expected that MDC will in due course also be granted legal ownership of the New Permits.   

In view of the nature of the Acquisition, it constitutes a reverse takeover of the Company under the AIM Rules for Companies. Accordingly, the Proposals are conditional, inter alia, on the approval of Shareholders, such approval to be sought at the General Meeting, notice of which is set out at the end of the Admission Document which is being posted to Shareholders today. Following Completion, the Sellers will be the beneficial owners of, in aggregate, 3,000,000 Ordinary Shares representing approximately 10.84 per cent. of the Enlarged Share Capital.

If the Resolutions are duly passed at the General Meeting, the Company's existing trading facility on AIM will be cancelled and the Company will apply for the Enlarged Share Capital to be re-admitted to trading on AIM. An irrevocable undertaking to vote in favour of the Resolutions has been received from Almaretta in respect of 5,200,000 Existing Ordinary Shares, representing approximately 22.83 per cent. of the Company's existing issued share capital.

Shareholders should note that the Proposals are inter-conditional. If the Resolutions are passed, it is expected that Admission will take place and that dealings on AIM in the shares comprising the Enlarged Share Capital will commence on 7 December 2009.

2. The Company and its investment strategy

The Company was incorporated in England and Wales on 27 October 2006 as a public limited company with the name Neville Porter Plc. It was admitted to trading on AIM on 28 February 2007 as the holding company of two trading subsidiaries, Neville Porter Racing Limited and D. N. Porter Racing Limited, whose principal activities were the operation of on-course betting pitches in prime locations on horse racing courses in the UK and Ireland. 

Further to the approval of the Company Voluntary Arrangement on 26 August 2008 and its subsequent implementation, the Company does not currently conduct any trading activities and its principal activity is to operate as an AIM quoted investing company actively seeking and evaluating potential acquisition targets to increase shareholder value.

The Company's investment strategy, approved by Shareholders at an extraordinary general meeting held on 26 August 2008, is to seek suitable acquisition opportunities in the business services sector in the United Kingdom.

On 7 August 2009, the Company announced the appointment of Gerard Nealon as an Executive Director and the resignation of Mr Leo Knifton. Mr Nealon is currently chairman of a number of quoted mining and exploration companies listed in both the United Kingdom and Australia and has over 8 years of experience in the natural resources sector. Accordingly, in order to capitalise on Mr Nealon's particular area of experience and contacts within the industry, the Board has recently sought to revise the sector focus of the Company's investment strategy to focus on the assessment of opportunities to potentially acquire shares or assets of early stage companies operating within the natural resources sector. Currently, the intention is that suitable potential targets would operate outside the United Kingdom. 

On 27 August 2009, trading in the Ordinary Shares on AIM was suspended under the AIM Rules for Companies due to the Company's investment strategy not having been implemented within twelve months of it becoming an investing company. The Company has six months from the date of suspension to complete a reverse takeover or otherwise implement its investment strategy failing which admission of the Ordinary Shares to trading on AIM will be cancelled. The Acquisition constitutes a reverse takeover under the AIM Rules for Companies such that suspension from trading will be lifted on Completion. On Completion, the Company will become a mineral exploration company with a focus on the discovery, analysis and exploitation of uranium, thorium and other mineral exploration projects, including precious metals such as platinum group metals and gold. 

If the Acquisition does not proceed, the Directors intend to pursue the aforementioned revised investment strategy and will seek formal approval from Shareholders for a variation of the Company's existing investment strategy as appropriate. Whilst the Company will have incurred expenses amounting to approximately £216,000 plus applicable VAT in relation to the Acquisition, the Directors are of the opinion that, whether or not the Acquisition proceeds, the Company will have sufficient working capital for its present requirements, that is for at least the next twelve months from the date of Admission.

3. Background to and reasons for the Acquisition

LP Hill's primary objective as an investing company, with the proposed amended investment strategy set out above, is to acquire the shares or assets of early stage companies operating within the natural resources sector. In line with this proposed strategy, the Directors believe that the Acquisition represents an investment opportunity with the potential to deliver long-term enhancement of Shareholder value. In particular, the Directors believe that the Acquisition will:

provide the Company with exploitation permits in an area of Madagascar where the geology is of a type known to host uranium and thorium mineralisation, with prospects for future commercial development and growth, and access to experienced local personnel to assist with the implementation of the Company's intended field work programme; 

provide the Company with access to the Tranomaro Group's experience, contacts and strategic partnerships in the fields of mining exploration and natural resources in Madagascar; and

raise the profile of the Enlarged Group, which may assist the Enlarged Group to attract and retain additional suitably qualified and experienced personnel to augment the experience of the Board. Tranomaro may also benefit from the perceived status and stature of being part of a publicly traded group, which may enhance its reputation and financial standing with its key partners and suppliers. In particular, it may provide a means by which the Enlarged Group can fund its future mineral exploration activities, development and growth, both organically and via potential acquisitions or joint ventures.

4. Information on Tranomaro, its business and strategy

Tranomaro is a privately owned holding company which was incorporated in England and Wales on 24 August 2009 by the Sellers, to act as the holding company for MDC. Its primary objective is to create shareholder value through the discovery, analysis and exploitation of uranium, thorium and other mineral exploration projects, including precious metals such as platinum group metals and gold, initially in Madagascar. 

Utilising the Directors' and the MDC Project Manager's established network of relationships, it is intended that Tranomaro will seek to exploit the existing exploration assets held by MDC and source and review further available project opportunities in Madagascar to determine whether they appear likely to have sufficient potential to host economically viable deposits of energy metals and precious metals such as platinum group metals and gold.

Tranomaro owns an 80 per cent. beneficial interest (of which 79.6 per cent. is owned legally and beneficially and 0.4 per cent. is held on trust for Tranomaro) in the issued share capital of MDC, a Madagascan company, which is the sole beneficial owner of the exploration and commercial mining rights for uranium and thorium in the areas covered by the New Permits. Tranomaro has no other assets or material liabilities. MDC was founded on 18 September 2009 in Madagascar by the Sellers to hold the New Permits which will be issued to it upon approval by the BCMM. SIAM has historically focused, and continues to focus, on the exploration for, and potential commercial mining of, sapphires and other semi-precious gemstones in Madagascar. 

SIAM and the Sellers have no interest in exploring for uranium or thorium, are not licensed for such exploration and furthermore are restricted from conducting such exploration pursuant to the Acquisition Agreement. Under the terms of the Operating Agreement, MDC has granted to SIAM the beneficial interest in all minerals other than uranium and thorium on the Blocks. 

Extension of Substance applications were submitted to the BCMM on 9 November 2009 to extend the Existing Permits in order to incorporate the right to explore for, and commercially mine, uranium and thorium on the Blocks (subject to obtaining all further necessary environmental and other regulatory approvals required). 

In addition to the Extension of Substance applications, irrevocable split and transfer applications were also submitted on 9 November 2009 jointly by SIAM and MDC to the BCMM. Subject to the approval of the BCMM in due course, it is expected that MDC will be granted legal ownership of the New Permits. In the event that such approval is not forthcoming, MDC will continue to hold the full exclusive rights of beneficial ownership to the Blocks under the Existing Permits as provided for under the terms of the Operating Agreement and will have unencumbered access to operate and exploit its beneficial interest in the Blocks and pursue its proposed work programme in respect of uranium and thorium as set out in the Admission Document. Further details of the Operating Agreement are contained in the Admission Document. Under the terms of the Operating Agreement, and pending the issue of the New Permits, rock chip and soil-surface sampling field activities may be conducted by MDC, further details of which are set out in the Admission Document.

The New Permits, which are expected to be granted for the remainder of the original 40 year permit period secured under the Existing Permits, comprise the Blocks. The Marodambo Project area is situated in the Anosy region located within the Toliara Province, Southern Madagascar. The site is located immediately adjacent to the Andranondambo sapphire deposit accessed from the major south east coastal town of Tolanaro via 70 kilometres of bitumen road heading westwards to Amboasary. From there, the camp site is accessible via secondary roads and tracks. The road distance from Amboasary to the established camp site is approximately 150 kilometres.

The project area is subject to a tropical weather pattern of a "hot and dry" season from April to October and a "monsoon" season from November to March, when heavy rainfall can make tracks and roads impassable. 

The Directors believe that the Blocks are prospective for uranium and thorium mineralisation based, inter alia, on historical mineral occurrence maps produced by Madagascar's former French administration which record approximately 34 occurrences of thorium within a 40 kilometre radius of the areas of land identified in the New Permits. Four occur on the areas of land identified in the New Permits, with several more in the vicinity. Promising exploration work has also been performed in the recent past by Pan African Mining Corporation on neighbouring ground in the district, including systematic gridding and sampling of radiometric anomalies, rock chip sampling, systematic trenching and investigation with a spectrometer and core diamond drilling. More detailed information on the geology of the region is set out in the Independent Geologist's report in the Admission Document. 

The landowner in respect of the Blocks is the Government of Madagascar. The New Permits will give MDC the mining rights over the subsoil of the project area and under the Mining Code, MDC will have an express right of access and occupation of the surface of the New Permits, with compensation due to any landowner to be set by the Tribunal (High Court) if not agreed directly with the landowner.

The remaining 20 per cent. of MDC will, pursuant to the terms of the Shareholders Agreement, be owned by OMNIS, the Malagasy state body responsible for dealing with "strategic" minerals (principally uranium and hydrocarbons). OMNIS is notionally part of the Ministry of Energy and Mines, although in practice its Director General reports directly to the President of Madagascar. OMNIS is not considered to be an active shareholder. The Director General is a political appointee but the principal staff of OMNIS are career engineers and geologists with certain relevant experience. In several of the permitting processes (both mining permit transfers and amendments as well as environmental and social ("EIA") clearances), OMNIS can provide useful support within the administration. OMNIS also has various resources which are available to partners although these may now be somewhat dated in light of more recent surveys carried out by international consultants.

Under the terms of the Shareholders Agreement, OMNIS will obtain a 'free carry' of its 20 per cent. in MDC and Tranomaro has agreed, subject to the initial work programme indicating the continued viability of the project, to finance the initial research phase up to US$1 million. The interest of OMNIS will be diluted to a minimum stake of 10 per cent. in the event that Tranomaro ultimately expends more than US$1 million on the exploration of the New Permits and OMNIS elects not to fund its pro rata share of such expenditure above US$1 million. Further details of the Shareholders Agreement, including the provisions in respect of any future cessation or abandonment of the Blocks, are set out in the Admission Document.  

Tranomaro has engaged the MDC Project Manager with effect from Admission, on a consultancy basis, to assume full operational control of the Enlarged Group's planned exploration programme in respect of the New Permits and anticipates recruiting a site geologist in the short term. Additional technical resources will be sub-contracted or outsourced as required in order to perform physical exploration activities, drilling and the analysis/reporting of results. Such a strategy provides flexibility and serves to reduce capital expenditure requirements whilst minimising the Company's cost base.

The initial work programme anticipates budgeted phased exploration expenditure of, in aggregate, approximately US$250,000 over a period of between eighteen months and two years, as follows:

Phase 1

Activities will include data review, a desktop study and geological reconnaissance. 

Phase 2

Subject to the results of the Phase 1 work and to obtaining the necessary environmental clearances, Phase 2 will be initiated and include petro-mineralogical studies, rotary air blast percussion drilling or costeaning of selected anomalies, analytical chemistry and sample assessment.

The mineral exploration assets of MDC have been reviewed by the Independent Geologist whose report and opinion on the Marodambo Project, the New Permits and the appropriateness of the proposed work programme, is set out in the Admission Document.

5. Current trading and prospects for the Enlarged Group

Financial information on the LP Hill Group for the three years ended 30 June 2009 is set out in the Admission Document. Since 30 June 2009, the Company's only activity has been to search for and evaluate suitable acquisition opportunities and to enter into the agreements set out in the Admission Document published today.  

Financial information on the Tranomaro Group for the period ended 30 September 2009 is also set out in the Admission Document. Since 30 September 2009, the Tranomaro Group's only material activity has been to enter into the agreements set out in the Admission Document published today.

The Directors are optimistic as to the Enlarged Group's prospects, based on the Acquisition and their expectations for the continued development of the Tranomaro Group through the planned field work programme.

6. Directors, senior management and employees

Brief biographical details of the Directors and senior management are set out below.

Directors

The current composition of the Board of LP Hill is as follows:

Gerard Nealon M.Sc., B.Sc. (Hons) (Executive Chairman)

Gerard Nealon, aged 49, is a Chartered Chemist holding the degrees of B.Sc. (Hons) in Biochemistry and M.Sc. in Forensic Science. He has approximately twenty eight years career experience, primarily in the areas of forensic science, quality systems, risk management, research & development, corporate governance and due diligence. Gerard was initially employed by government agencies, prior to moving into the private sector and founding his own consulting company in 1994. His main areas of operation have principally been Australia, South Africa, Singapore, Malaysia, Thailand and the USA, having previously held the positions of Chairman with Sylvania Resources Limited (listed on AIM and ASX) and Commercial Manager with Dwyka Diamonds (listed on AIM and ASX). Gerard is currently Chairman of Bezant Resources Plc, whose shares are traded on AIM and Chairman of Magnum Mining and Exploration Limited and Great Australian Resources Limited, both listed on ASX. The Company has with effect from 7 August 2009 entered into a letter of appointment with Gerard Nealon and a consultancy agreement with his consultancy company, Limerick Global Consulting Pty. Limited, in respect of the provision of his services under the letter of appointment, details of which are set out in the Admission Document. 

Nigel Weller (Non-Executive Director)

Nigel Weller, aged 60, began his City career in 1967, gaining a broad range of experience in stockbroking and investment banking. He has held senior positions in Bisgood Bishop and Co. Limited, Morgan Stanley and James Capel and was a founder shareholder and managing director of a brokerage firm, Javelin Securities. He is a member of the Securities Institute and the Institute of Directors. He is an appointed representative of Alfred Henry Corporate Finance Limited and a director of Alltrue Investments Plc, which is traded on AIM, and its subsidiary Falcon Securities (UK) Limited, the Company's broker. He has been instrumental in conducting a number of transactions in which companies have been re-admitted to AIM by means of a company voluntary arrangement, and that have subsequently made acquisitions of substantive businesses. Nigel Weller has with effect from 10 August 2009 entered into a new letter of appointment with the Company in respect of his position as a Non-Executive Director, details of which are set out in the Admission Document. 

Following Admission, the Directors will review the composition of the Board on a regular basis and intend to appoint additional executive and/or independent non-executive directors at appropriate stages in the Company's development. Further information on the Directors is set out in the Admission Document. 

Senior Management

Tranomaro has entered into a consultancy agreement, conditional on Admission, with Grant Aylward as the project manager based in Madagascar to, inter alia, oversee the Enlarged Group's exploration work programme and development of the Marodambo Project. Brief details of the MDC Project Manager are set out below:

Grant Aylward (MDC Project Manager)

Grant Aylward, aged 38, has over 6 years experience within the mining industry in Madagascar. Previously, Grant held the position of General Manager of SIAM. Grant is experienced in the logistics of carrying out mining operations in the region. Grant is also familiar with the Malagasy regulatory environment and has previously obtained mining permits, environmental consents and export approvals. Grant has been a resident of Madagascar since 2001. 

Following Admission, MDC anticipates employing an appropriately qualified site geologist. It is envisaged that upon successful completion of the initial exploration work programme, additional senior personnel will be appointed as appropriate to undertake further exploration activities and, if warranted, to ultimately take the project into the pre-feasibility and bankable feasibility stages.

Employees

The Enlarged Group has no employees in the UK. Tranomaro currently has no employees but will engage the MDC Project Manager with effect from Admission and anticipates recruiting a site geologist. Additional technical resources will be sub-contracted or outsourced as required in order to perform physical exploration activities, drilling and the analysis/reporting of results.

7. Principal terms of the Acquisition 

Pursuant to the Acquisition Agreement, the Company has conditionally agreed to purchase the entire issued share capital of Tranomaro from the Sellers for a cash consideration of £200,000 and the issue of the Acquisition Shares, representing approximately 10.84 per cent. of the Enlarged Share Capital.

Under the Acquisition Agreement, the Sellers have given warranties relating to, inter alia, title to the Tranomaro Shares and the MDC Shares. In addition, the Sellers and SIAM have given warranties relating to, inter alia, the permits and consents held by MDC and MDC's compliance with environmental and health and safety laws. 

The warranties given by the Sellers and SIAM are given to the Company on exchange of the Acquisition Agreement and are repeated each day up to and including the date of Completion.

The Company is not giving any warranties to the Sellers or SIAM. 

The Acquisition Agreement is conditional, inter alia, on:

the passing of those of the Resolutions at the General Meeting necessary to approve the purchase of Tranomaro and to authorise the Company to issue the Acquisition Shares; and

Admission.

Pursuant to the Acquisition Agreement, the Sellers have agreed to enter into lock-in agreements such that they shall not dispose of the Acquisition Shares for a period of twelve months from the date of Admission. 

Further details of the Acquisition Agreement are set out in the Admission Document. 

8. Details of the Admission

Strand Hanson has agreed, pursuant to the terms of the Re-Introduction Agreement, to procure Admission of the Enlarged Share Capital to AIM. The obligations of Strand Hanson are conditional upon, inter alia, Admission taking place by 8.30 a.m. on 7 December 2009 (or such later time and date, being not later than 3.00 p.m. on 31 December 2009, as may be agreed by Strand Hanson). The Re-Introduction Agreement contains provisions entitling Strand Hanson to terminate the Re-Introduction Agreement at any time prior to Admission in certain circumstances.

Further details of the Re-Introduction Agreement are set out in the Admission Document. 

On Completion, the Directors will hold approximately 4.34 per cent., in aggregate, of the Enlarged Share Capital.

9. The City Code on Takeover and Mergers

Although the Company is incorporated in England and Wales and the Existing Ordinary Shares are admitted to trading on AIM, the Company is not currently considered to be resident in the UK, the Channel Islands or the Isle of Man for the purposes of the City Code as its assets and place of management and control are considered to be outside the UK, the Channel Islands and the Isle of Man. It is the Directors' intention to maintain the Enlarged Group's assets and place of management and control outside the UK, the Channel Islands and the Isle of Man and accordingly, the Company will not be subject to takeover regulation in the UK, the Channel Islands or the Isle of Man until such time as this position changes. Shareholders should therefore be aware that the protections afforded to shareholders by the City Code which are designed to regulate the way in which take-overs are conducted will not be available. It is therefore possible that an offeror may gain control of the Company in circumstances where the non-selling shareholders do not receive, or are not given the opportunity to receive, the benefit of any control premium paid to the selling shareholder(s). 

As the Company is not currently a Company to which the City Code applies, investors should be aware that Shareholders are, and will be, entitled to increase their holding of voting rights in the Company above 30 per cent. without incurring any obligation to make a mandatory offer under the City Code as would normally arise where a company is subject to the provisions of the City Code.

10. Lock-in undertakings 

On Completion, Gerard Nealon will be interested in approximately 4.34 per cent. of the Enlarged Share Capital. Gerard Nealon has undertaken to the Company and Strand Hanson that he will not dispose of any interest in the Ordinary Shares held by him for a period of twelve months from the date of Admission except in certain limited circumstances permitted by the AIM Rules.

On Completion, it is expected that Almaretta will be interested in approximately 18.79 per cent. of the Enlarged Share Capital. Almaretta has undertaken to the Company and Strand Hanson not to dispose of any Ordinary Shares in the Company held by it for a period of twelve months from the date of Admission except in certain limited circumstances permitted by the AIM Rules.

On Completion, the Sellers will be interested, in aggregate, in approximately 10.84 per cent. of the Enlarged Share Capital. Each of the Sellers have undertaken to the Company and Strand Hanson that, except in certain limited circumstances permitted by the AIM Rules, they will not dispose of any interest in the Ordinary Shares held by them for a period of twelve months from the date of Admission. These undertakings will, inter alia, exclude disposals of shares required to satisfy any claims by the Company arising from any breach by the Sellers of the warranties and/or to satisfy any of the indemnities given by them under and pursuant to the provisions of the Acquisition Agreement, subject to the AIM team's consent to such disposals.

In aggregate, 9,400,000 Ordinary Shares representing approximately 33.97 per cent. of the Enlarged Share Capital will be subject to the lock-in agreements referred to above. Further details of the lock-in agreements are set out in the Admission Document.

11. General Meeting

In order to give effect to the Acquisition and to approve the other elements of the Proposals, a General Meeting is being convened for 11.00 a.m. (or as soon thereafter as the Company's annual general meeting, scheduled for the same day, has been concluded or adjourned) on 4 December 2009.

12. Irrevocable undertaking

The Company has received an irrevocable undertaking from Almaretta to vote in favour of the Acquisition and the other Resolutions to be proposed at the General Meeting, in respect of its holding of 5,200,000 Existing Ordinary Shares representing approximately 22.83 per cent. of the Existing Ordinary Shares. 

Further details of this irrevocable undertaking are set out in the Admission Document published today.

13. Admission Document

The Admission Document setting out full details of the Proposals and including a notice of the General Meeting, accompanied by the form of proxy, will be posted to Shareholders today. Copies of the Admission Document will also be available to the public free of charge from today at the offices of Joelson Wilson LLP, 30 Portland Place, London W1B 1LZ during normal business hours on any weekday (other than Saturdays, Sundays and public holidays), for a period of at least one month following the date of Admission. The document will also be made available to download from the Company's website at www.lphillinvestmentsplc.co.uk. 

14. Expected timetable of principal events

	2009
Publication of the Admission Document	11 November
Latest time and date for receipt of forms of proxy	11.00 a.m. on 2 December
General Meeting*	11.00 a.m. on 4 December
Admission effective and dealings in the Enlarged Share Capital expected to commence on AIM	7 December
Completion of the Acquisition	7 December
CREST accounts expected to be credited with the Acquisition Shares, the Strand Shares and the Director Shares (where applicable)	7 December
Definitive share certificates for the Acquisition Shares, the Strand Shares and the Director Shares (where applicable) to be despatched by	16 December

* To begin at the time fixed or, if later, immediately following the conclusion or adjournment of the Company's annual  general meeting being convened for 10.45 a.m. for the same date and place.

Each of the times and dates in the above timetable is subject to change. All references are to London time unless otherwise stated. Temporary documents of title will not be issued.

Enquiries:

LP Hill Plc
Gerard Nealon, Executive Chairman	Tel: +61 417 541 873
Strand Hanson Limited
James Harris	Tel: +44 (0) 20 7409 3494
Matthew Chandler
David Altberg

This announcement is not being and should not be released or otherwise distributed or sent in, into or from the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction where to do so would be in breach of any applicable law and/or regulation. The Ordinary Shares have not been and will not be registered under the Securities Act of 1933 (as amended) ("Securities Act"), or under the relevant securities laws of any state or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan. Accordingly, the Ordinary Shares may not (unless an exemption under the Securities Act, or other relevant securities laws is available) be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction where this would constitute a violation of the relevant laws of, or require registration thereof in, such a jurisdiction or to, or for the account or benefit of, any US persons or a person in, or resident of Canada, Australia, the Republic of South Africa or Japan.

Strand Hanson Limited and Falcon Securities (UK) Limited, which are both authorised and regulated in the United Kingdom by the Financial Services Authority, are acting as financial and nominated adviser and broker to the Company respectively in connection with the Acquisition and the proposed admission of the Enlarged Share Capital to trading on AIM. Their responsibilities as the Company's nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this announcement. Strand Hanson Limited and Falcon Securities (UK) Limited are acting exclusively for LP Hill and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or the Acquisition or the proposed admission of the Enlarged Share Capital to trading on AIM. No representation or warranty, express or implied, is made by either Strand Hanson Limited or Falcon Securities (UK) Limited as to the contents of this announcement, without limiting the statutory rights of any person to whom this announcement is issued. The information contained in this announcement is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"2006 Act" or "Act"	the Companies Act 2006;
"Acquisition"	the proposed acquisition by the Company of the entire issued share capital of Tranomaro pursuant to the Acquisition Agreement;
"Acquisition Agreement"	the conditional agreement between the Sellers (1), the Company (2) and SIAM (3) relating to the Acquisition, further details of which are set out in the Admission Document;
"Acquisition Shares"	the 3,000,000 new Ordinary Shares to be issued to the Sellers pursuant to the Acquisition Agreement upon Completion;
"Admission"	the effective admission of the Enlarged Share Capital to trading on AIM in accordance with Rule 6 of the AIM Rules for Companies;
"Admission Document"	the document being posted to Shareholders today;
"AIM"	the market known as AIM operated by the London Stock Exchange;
"AIM Rules for Companies" or "AIM Rules"	the rules applicable to companies whose securities are traded on AIM and their advisers, as published by the London Stock Exchange from time to time;
"Almaretta"	Almaretta Pty. Limited, an existing substantial shareholder in the Company, incorporated in Australia with registered number 0090767724 whose registered office is at Suite 7, Level 1, 10 Canning Highway, South Perth, Western Australia 6151;
"ASX"	the Australian Securities Exchange;
"BCMM"	the Bureau du Cadastre Minier de Madagascar, the Madagascan Mining Registry;
"Blocks"	the 38 squares or carrés the subject of the New Permits, further details of which are set out in the Admission Document;
"Board"	the board of directors of the Company from time to time;
"certificated" or "in certificated form"	the description of a share or other security which is not in uncertificated form (that is, not in CREST);
"City Code"	the City Code on Takeovers and Mergers;
"Company" or "LP Hill"	LP Hill Plc, a company incorporated in England and Wales with registered number 05980987 whose registered office is at Finsgate, 5-7 Cranwood Street, London EC1V 9EE;
"Company Voluntary Arrangement"	the company voluntary agreement entered into on 26 August 2008, further to a meeting of creditors and members and completed on 18 September 2009, further details of which are set out in the Admission Document;
"Completion"	completion of the Acquisition in accordance with the terms of the Acquisition Agreement;
"CREST"	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form;
"CREST Regulations"	the Uncertificated Securities Regulations 2001, including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
"Directors"	the directors of the Company at the date of this announcement;
"Director Shares"	the 1,200,000 Ordinary Shares to be allotted to Gerard Nealon on Admission as is more fully described in the Admission Document;
"Enlarged Group"	the Company and, following completion of the Acquisition, the Tranomaro Group;
"Enlarged Share Capital"	the issued ordinary share capital of the Company following Completion comprising the Existing Ordinary Shares, the Acquisition Shares, the Strand Shares and the Director Shares;
"Existing Ordinary Shares"	the 22,772,780 Ordinary Shares in issue at the date of this announcement;
"Existing Permits"	the two existing permits of type PE granted to SIAM by the Madagascar Ministry of Energy and Mines, further details of which are set out in section 2 of Argold's report in Part 5 of the Admission Document, for the exploration and commercial mining of garnet, sapphires and cordierite;
"Falcon Securities"	Falcon Securities (UK) Limited, the Company's broker;
"FSA"	the Financial Services Authority of the United Kingdom;
"FSMA"	the Financial Services and Markets Act 2000 of the UK (as amended) including any regulations made pursuant thereto;
"General Meeting"	the general meeting of the Company, notice of which is set out at the end of the Admission Document;
"Independent Geologist" or "Argold"	H.F. Girschik of Argold Holdings Pty. Limited, the author of the competent person's report on the mineral exploration assets of MDC, as set out in the Admission Document;
"Issue Price"	31.5 pence, being the closing middle market price per Ordinary Share on 26 August 2009 (being the last business day prior to the suspension of the Ordinary Shares from trading on AIM);
"London Stock Exchange"	London Stock Exchange plc;
"LP Hill Group"	the Company and any subsidiary of the Company;
"Madagascar"	the Republic of Madagascar;
"MDC"	Mineral Development Corporation SA, a company incorporated in Madagascar with registered number 2009B00619, whose registered office is at 2nd Floor, Immeuble Assist, Ivandry, Antananarivo, Madagascar;
"MDC Project Manager"	Grant Aylward;
"MDC Shares"	the shares of par value of MGA20,000 each in the capital of MDC;
"MGA"	the legal currency of Madagascar from time to time;
"Mining Code"	the Code Minier Law No. 021/2005 of 17 October 2005 or the Mining Code in Madagascar including any relevant decrees, further details of which are set out in the Admission Document;
"New Articles"	means the new articles of association of the Company to be adopted by the Company as further described in the Admission Document;
"New Permits"	the four new permits of type PE (or such other number of new permits that may be required) to be granted by the BCMM to MDC over the Blocks pursuant to applications made by SIAM and MDC to extend the substance of the Blocks within the Existing Permits so as to cover the exploration and mining of uranium and thorium and applications by SIAM and MDC to split the Blocks from the Existing Permits and transfer them to MDC, further details of which are set out in the Admission Document;
"OMNIS"	the Office des Mines Nationales et des Industries Stratégiques (the Office of National Mines and Strategic Industries), a Malagasy State Body of BP 1bis, Antananarivo 101, Madagascar;
"Operating Agreement"	the operating agreement dated 11 November 2009 between SIAM (1), Tranomaro (2) the Company (3) and MDC (4), further details of which are set out in the Admission Document;
"Ordinary Shares"	the ordinary shares of 0.1 pence nominal value each in the capital of the Company in issue from time to time;
"PE"	an exploitation (mining) permit granted by the BCMM for a period of forty years and renewable in increments of twenty years, further details of which are set out in the Admission Document;
"Proposals"	together, the Acquisition, Admission and the Resolutions each as described in the Admission Document;
"Re-Introduction Agreement"	the conditional agreement dated 11 November 2009 between the Company (1), the Directors (2) and Strand Hanson (3), further details of which are set out in the Admission Document;
"Resolutions"	the resolutions to be proposed at the General Meeting, as set out in the notice of General Meeting at the end of the Admission Document and reference to a Resolution is to the relevant resolution set out in the notice of General Meeting;
"Sellers"	Kenneth Aylward and Grant Aylward;
"Shareholders"	holders of Ordinary Shares;
"Shareholders Agreement"	the shareholders agreement dated 27 October 2009 made between SIAM (1), Tranomaro (2), MDC (3), Kenneth Aylward (4) and OMNIS (5) in respect of MDC and the research and development of uranium and thorium deposits in Madagascar, further details of which are set out in the Admission Document;
"SIAM"	Société d'Investissement Australien à Madagascar SARL, a company incorporated in Madagascar with company number 1998B00763, whose registered office is at Villa "Mahasoa", Lot 465 Ter-ME, Andafiavaratra, Tanambao, Ivato, Ambohidratrimo, Madagascar the majority of which is owned and controlled by the Sellers and Denise Aylward;
"Sterling" or "£"	pounds sterling, the lawful currency of the UK from time to time;
"Strand Hanson"	Strand Hanson Limited (formerly Strand Partners Limited), the Company's financial and nominated adviser;
"Strand Shares"	the 700,000 Ordinary Shares to be subscribed for by Strand Hanson on Admission, as is more fully described in the Admission Document;
"subsidiary"	has the meaning given to it by the 2006 Act;
"Tranomaro"	Tranomaro Mineral Development Corporation Limited, a company incorporated in England and Wales with registered number 06999480, whose registered office is at 1 Castle Gate, Kew TW9 2HL;
"Tranomaro Group"	Tranomaro and any subsidiary of Tranomaro;
"Tranomaro Shares"	the 3 ordinary shares of £1 each in the capital of Tranomaro;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or "in uncertificated form"	recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
"United States" or "USA"	the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction; and
"US Dollar" or "US$"	the legal currency of the United States from time to time.

END

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