27th Feb 2008 18:10
Cluff Gold PLC27 February 2008 27 February 2008 AIM: CLF Cluff Gold plc ("Cluff Gold" or the "Company") ACQUISITION The Company is pleased to announce that it has entered into a conditionalagreement with Dumarchel Nominee Limited and Mr Ronald Winston to acquire fromMr Winston the 40 per cent interest in the Baomahun project in Sierra Leonewhich it does not already own (the "Acquisition"). The consideration for theAcquisition will be US$21,808,000 which is to be satisfied by the issue of12,390,909 ordinary shares of 1p each (the "Consideration Shares"). Oncompletion of the Acquisition Mr Winston will pay US$1,170,000 in full and finalsettlement of all monies owed in relation to the Baomahun project. Mr Winstonhas the option at completion to apply this sum against the consideration, inwhich case the consideration will reduce to US$20,638,000 to be satisfied by theissue of 11,726,136 Consideration Shares. The Acquisition will be effected by the Company acquiring from Dumarchel NomineeLimited, as nominee for Mr Winston, the entire issued share capital of WinstonMining Limited ("WML"), a company incorporated in the British Virgin Islands,the sole assets of which are a 40 per cent interest in the Baomahun and Victoriaexploration licences and in Baomahun Gold Limited, the exploitation companycurrently being incorporated in Sierra Leone, which together comprise theBaomahun project. The Acquisition is conditional upon; inter alia, the grant bythe Sierra Leone government of the mining lease which has been applied for inrespect of the Baomahun project as announced by the Company on 31st January2008. WML is a company formed solely to hold Mr Winston's interests in the licences.There are no profits attributable to WML and there is no book value attributedto the licences. When completion occurs, Mr Winston will be appointed to the board of directorsof the Company and will become chairman of Baomahun Gold. The informationrequired by paragraph (g) of Schedule 2 and Schedule 4 of the AIM rules forCompanies in respect of Mr Winston will be notified upon his appointment. Subject to completion of the Acquisition, application will be made to the LondonStock Exchange for the Consideration Shares to be admitted to trading on AIM anda further notification will be made at that time. Mr Algy Cluff, Chairman and Chief Executive of Cluff Gold, comments: "This represents a major advance for the Company and is the fruition of morethan three years of constructive association with Winston Mining. I would liketo thank Mr Winston for his support and my colleagues and I will be delighted towelcome him to the board of Cluff Gold, particularly bearing in mind his longassociation with Sierra Leone. We are also pleased that he has accepted thechairmanship of Baomahun Gold. We regard this as our flagship project and our plan is to continue drilling(three rigs are presently on site) until the end of this year which will befollowed by the preparation of a full feasibility study in 2009." For further information, please contact: Cluff Gold plc WH Ireland LimitedJ.G. Cluff / Douglas Chikohora David YoungmanChairman / Technical Director Katy MitchellTel: +44 (0) 20 7340 9790 Tel: +44 161 832 2174 Seymour Pierce Limited Parkgreen CommunicationsCharles Kernot Louise Goodeve / Justine HowarthDirector Metals and Mining Tel: +44 (0) 20 7851 7480Tel: +44 (0) 20 7107 8000 Notes to Editors: About Cluff Gold Cluff Gold plc is focused on the identification, acquisition and development ofgold deposits in West Africa that are amenable to open-pit mining and low costproduction techniques. The Company has made significant progress since its floatation on AIM inDecember 2004, increasing gold resources across its projects, expanding theproject portfolio and broadening the investor base to an increasinglyinternational audience. Distribution Neither this announcement nor any copy of it may be taken or transmitted intothe United States, Canada, Australia or Japan. This press release does notconstitute or form part of any offer or invitation to sell, or any solicitationof any offer to purchase the Consideration Shares nor shall it (or any part ofit) or the fact of its distribution, form the basis of, or be relied on inconnection with, any contract therefor. The offer and the distribution of thisannouncement and/other information in connection with the acquisition in certainjurisdictions may be restricted by law and persons into whose possession anydocument or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any suchjurisdiction. This document is not an offer of securities for sale or a solicitation of anoffer to purchase securities in the United States. Any securities of Cluff Goldmay not be offered or sold in the United States unless registered under the U.S.Securities Act of 1933, as amended, or pursuant to an exemption from suchregistration. Cluff Gold does not intend to register any portion of theConsideration Shares in the United States or to conduct a public offering of theConsideration Shares in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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