4th Jun 2013 07:00
PREMIER AFRICAN MINERALS LTD - Ammended Sale of Mali and Togo Projects TermsPREMIER AFRICAN MINERALS LTD - Ammended Sale of Mali and Togo Projects Terms
PR Newswire
London, June 4
Premier African Minerals Limited (`Premier' or `the Group') Amendment of terms to previously announced sale of Togo Phosphate and Industrial mineral assets Related party transactions Premier African Minerals Limited, the AIM quoted multi-commodity naturalresource company with mineral projects located in Western and Southern Africa,announces that, further to the announcement of 24 May 2013 relating to theacquisition by Ethiopian Potash Corp. (`EPC') (TSX Venture: `FED'), ofPremier's Mali subsidiary G and B African Resources Mali SARL (`Mali Sub'), andits Togo subsidiary, G and B African Resources SARL (`Togo Sub') for anaggregate consideration of 120,000,000 new shares in EPC (`the CombinedTransaction'), on 3 June 2013 certain amendments to the sale and purchaseagreement in respect of the Togo Sub have been agreed to satisfy therequirements of the TSX Venture Exchange (`TSXV'). The announcement dated 24May 2013 stated that the Combined Transaction was subject, inter alia, to TSXVand EPC Shareholder consent. In accordance with the requirements of the TSXV, Premier has agreed to theremoval of the escrow provisions in the Togo part of the Combined Transaction,pursuant to which the Togo sale would have completed in escrow with the abilityfor the transaction to be effectively cancelled and unwound in certaincircumstances. Accordingly, pursuant to the terms of the amended Togo sale andpurchase agreement, the sale of the Togo Sub will complete following thesatisfaction of all conditions precedent and, on completion, the Togo Subshares will be transferred to EPC and the 100 million EPC consideration shareswill be issued to Premier. Following completion, Premier will holdapproximately 42% of EPC and will be considered by the TSXV to be a "ControlPerson". In the Togo sale and purchase agreement, EPC has given customarywarranties. Additionally, EPC has warranted that it has or will on closing havefunds available which it anticipates will be adequate for an initial six monthperiod and will need to obtain additional funds to cover periods thereafter. The Combined Transaction remains subject to EPC independent shareholder consentand other conditions precedent as set out in the sale and purchase agreements.EPC intends that a Special and Annual General Meeting of shareholders of EPCwill be held on the 30 June 2013. Related party transactions For the purpose of the Combined Transaction, George Roach, Bruce Cumming andPamela Hueston are not independent directors. The Combined Transaction isconsidered to be a related party transaction under the AIM Rules. The Company's independent directors, Leslie Goodman and Ian Stalker, haveconsidered the revised terms and conditions of the Combined Transaction. TheIndependent Directors consider, having consulted with Cairn Financial AdvisersLLP, the Company's Nominated Adviser, that the revised terms of the CombinedTransaction are fair and reasonable insofar as the Company's Shareholders areconcerned. For further information and full details of the Togo Agreement, please visitwww.premierafricanminerals.com or contact the persons below. Commenting on the proposed transaction, George Roach, Premier Chairman said;"The net effect of these transactions will be that Premier acquires asignificant interest in EPC that in turn retains a 30% interest in their highlyprospective Danakil basin property. At the same time, EPC will re-focus ondevelopment of Agricultural and Industrial minerals through the Togo and Maliacquisitions. In particular, the properties in Southern Togo are attractive, asmuch for the exploration potential as for the presence of extensiveinfrastructure and proximity to tide-water." Enquiries Pamela Hueston Premier African Minerals Tel: +44 (0) 755 778 3855 Limited Tony Rawlinson Cairn Financial Advisers LLP Tel: +44 (0) 207 148 7900 (Nominated Adviser) Jerry Keen Shore Capital Stockbrokers Tel: +44 (0) 207 408 4090 Limited Edward Mansfield Shore Capital Stockbrokers Tel: +44 (0) 207 408 4090 Limited Felicity Edwards St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177
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