7th Mar 2008 12:13
Coal of Africa Limited07 March 2008 Coal of Africa Limited ('CoAL' or 'the Company') NOTICE OF GENERAL MEETING The Company announces that a General Meeting of the shareholders of Coal ofAfrica Limited will be held at The Park Business Centre, 45 Ventnor Avenue, WestPerth, Western Australia on 8 April 2008 at 10.00 am (WST), for the purpose oftransacting the following business referred to in this Notice of General Meeting("Notice of Meeting"). THE RESOLUTIONS 1. RESOLUTION 1 - Ratification of Issue of Shares and options To consider and, if thought fit, to pass with or without amendment, thefollowing resolution as an ordinary resolution that the Company ratifies theallotment and issue of: (a) 8,888,888 Shares on 29 October 2007 at a deemed issue price of 30 penceeach; (b) 30,000,000 Shares on 28 November 2007 at an issue price of 65 pence each; (c) 1,625,000 Class E Options on 28 November 2007 (each option exercisable a 65pence each on or before 30 November 2009) for no consideration; and (d) 375,000 Class F Options on 28 November 2007 (each option exercisable a $1.50each on or before 30 November 2009) for no consideration, 2. RESOLUTION 2 - Issue of 4,750,000 Shares as part consideration foracquisition of remaining 30% interest in Mooiplaats As announced on 18 February 2008, the Company has contracted to purchase theremaining 30% of the issued share capital of CSA. CSA is the South Africancompany that owns the Mooiplaats Coal Project and surrounding New Orderprospecting rights and of which the Company currently owns 70%. The propertiesowned by CSA are located within 2 kilometres of the Camden Power Station nearErmelo and are beside the main rail line to the Richards Bay export coalterminal. Consideration payable for the acquisition of the remaining interest inCSA is ZAR130,000,000 in cash and 4,750,000 Shares. The Shares issued as a result of approval of Resolution 2 will be applied aspart consideration for the acquisition of the remaining 30% of the issued sharecapital of CSA. 3. RESOLUTION 3 - Issue of up to 100,000,000 Shares to raise furtherworking capital should the Company require The Company now has 4 Coal projects it is developing, namelyMooiplaats, Baobab, Thuli and Holfontien. As previously announced, the combinedJORC compliant resource of these properties is currently in excess of $1.45billion tonnes. It is the Company's intention to bring Mooiplaats intoproduction this calendar year, followed by both Baobab and Thuli next calendaryear. The manner in which these projects will be funded largely depends on theability of the Company to secure debt funding for the various projects, theamount of debt secured and therefore the amount of equity the Company will berequired to invest. At this point in time, the amount of debt and/or equityrequired has not yet been determined. The following additional information is provided: 1. the maximum number of Shares to be issued under Resolution 3 is 100,000,000; 2. the issue price of the Shares to be issued under Resolution 3 is not lessthan 80% of the average market price of the Company's Shares on the ASX over thelast 5 days on which sales of the Shares are recorded before the date of issue(or if there is a prospectus or admission document relating to the issue, overthe last 5 days on which sales in the Shares are recorded before the date of theprospectus or admission document); 3. the allottees of the Shares will be certain sophisticated and professionalinvestors but are as yet unknown. None of the allottees will be related partiesof the Company; 4. the Shares are ordinary fully paid shares in the capital of the Company andwill rank equally in all respects with the existing ordinary fully paid sharesissued in the capital of the Company; 5. the funds raised will be applied towards funding the Company's various CoalProjects and general working capital, as noted above; and 6. the Shares will be issued and allotted on a date no later than 3 months fromthe date of this General Meeting, or such later date as approved by ASX. 4. RESOLUTION 4 - Grant of Options to Blair Sergeant As announced on 14 December 2007, Blair Sergeant was appointed to the executiveposition of Finance Director, effective 1 January 2008. His appointment wasdriven by the Board's strategy and determination to bring several of theCompany's coal projects into production simultaneously and in the near term.The remuneration package for Mr Sergeant's appointment included, subject toshareholder approval, the issue of 1,000,000 Class G Options, exercisable at$1.90 (being 125% of the market value of the Company's shares at the timenegotiations commenced) on or before 30 September 2012. The Company now seeks approval to issue 1,000,000 Class G Options to BlairSergeant or his nominee/s. The grant of Class G Options is designed to encourage Mr Sergeant to have agreater involvement in the achievement of the Company's objectives and toprovide an incentive to strive to that end by participating in the future growthand prosperity of the Company through share ownership. Under the Company'scurrent circumstances, the Directors consider that the incentives represented bythe grant of these Class G Options are a cost effective and efficient means forthe Company to provide a reward and an incentive, as opposed to alternativeforms of incentive, such as the payment of additional cash compensation. The number of Class G Options to be granted to Mr Sergeant, and their exerciseprice and expiry date, has been determined based upon the Directors' wish toensure that the remuneration offered is competitive with market standards andwhere appropriate, based upon performance hurdles. The Directors have generallyreviewed a selection of comparable companies to determine market conditionsgenerally and consider the proposed number of Class G Options to be granted willensure that Mr Sergeant's overall remuneration is in line with market standards. In the event all Class G Options are exercised, $1,900,000 will need to be paidto the Company by Mr Sergeant. Current Holdings As at the date of this Notice, Mr Sergeant has a relevant interest in 1,000,000Options (exercisable at 50 cents each on or before 30 September 2011) of theCompany. For more information contact:Simon Farrell, Managing Director CZA +61 417 985 383 or +61 8 9322 6776Petronella Gorrie The Event Shop +27 82 827 8815Jos Simson/ Arabella Hobbs/ Leesa Peters Conduit PR +44(0) 20 7429 6603 Olly Cairns / Romil Patel Blue Oar Securities Plc +61 8 6430 1631 +44(0) 20 7448 4400 About CoAL:Coal of Africa Limited ("CoAL"), formerly GVM Metals Limited, is primarilyfocused on the acquisition, exploration and development of thermal andmetallurgical coal projects. The Company's key projects, along with its leadingmetals processing company NiMag Group (Pty) Ltd are in South Africa. The Companywas incorporated in Western Australia and listed in 1980. Since 2005, theCompany has also listed on both the AIM and JSE markets, allowing further growthin the Company's coal assets. GLOSSARY For the purposes of Resolutions 1 - 4 and the Explanatory Statement, thefollowing definitions apply: "ASX" means ASX Limited, ABN 98 008 624 691, and, where the context permits, theAustralian Securities Exchange operated by ASX Limited; "Baobab Coal Project" means the prospecting and exploitation of themetallurgical and bituminous coal resource on the Farms Albert 686 MS, Ancaster501 MS, Bekaf 650 MS, Castle Koppies 653 MS, Cavan 508 MS, Chase 576 MS, Cohen591 MS, Enfield 521 MS, Fanie 578 MS, Fripp 645 MS, Joffre 584 MS, Jutland 563MS, Kleinenberg 636 MS and Voorburg 503 MS); "CSA" means Coal of Africa Limited, registration number 1999/009537/06, alimited liability company duly incorporated in the Republic of South Africa; "Company" or "CZA" means Coal of Africa Limited, ABN 98 008 905 388, a limitedliability company duly incorporated in Australia; "Corporations Act" means the Corporations Act 2001 (Cth); "Directors" means the directors of the Company; "Holfontein Coal Project" means the Prospecting Rights on Farms Holfontein 138IS and Wildebeesfontein 122 IS "Listing Rules" means the Listing Rules of ASX; "Mooiplaats Coal Project" means the Mining Right on Farm Mooiplaats 290 IT andthe Prospectus Rights on Farms Adrianople 296 IT, Welgelegen 322 IT, Klipbank295 IT, Weltevreden 289 IT, Buhrmansvallei 297 IT, Mooiplaats 290 IT (Ext),Buhrmansklipkrans 331 IT, Klipfontein 442 IS, Uitkomst 292 IT and Mooiplaats 529IT; "Notice" or "Notice of Meeting" means the notice of meeting which accompaniesthis Explanatory Statement (including Annexures A, B and C); "Shares" means fully paid ordinary shares in the Company; "Thuli Coal Project" means the prospecting and exploitation of the metallurgicaland bituminous coal resource on the Farms Over Vlakte 125 MS, Bergen Op Zoom 124MS, Simple 155 MS and Voerspoed 836 MS; and "WST" means Australian Western Standard Time. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MCM.L