14th Feb 2008 10:28
Cluff Gold PLC14 February 2008 14 February 2008 AIM: CLF Cluff Gold plc ("Cluff Gold" or "the Company") PLACING AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Company is pleased to announce that it intends to raise approximately £12.8million by way of a placing, by BMO Capital Markets, WH Ireland Limited andSmith's Corporate Advisory Limited, of up to 14,570,000 new ordinary shares of1p each ("Placing Shares") at 88p per share ("the Placing"). The purpose of this Placing is to fund the investigation of both the existingand potential mineralised target zones at the Baomahun project in Sierra Leone;the completion of construction and bringing into production of the Kalsaka heapleach project in Burkina Faso; the continuing exploration programmes atKarbasso, Mali and at Angovia, Cote d'Ivoire; and for general working capitalpurposes. The Placing is conditional on, inter alia, the approval of certain resolutionsby the shareholders of the Company ("Shareholders") at an Extraordinary GeneralMeeting ("EGM") and on the Placing Shares being admitted to trading on AIM.Accordingly, the Company has written to Shareholders convening an EGM to be heldat the offices of Maclay Murray & Spens LLP, 12th floor, One London Wall,London, EC2Y 5AB on 29 February 2008 at 10:00am. At the EGM, resolutions will be proposed to disapply pre-emption rights and togive the directors authority to allot the Placing Shares. A copy of the EGM circular is available from the Company's website:www.cluffgold.com For further information, please contact: J.G. Cluff / Charles Lutyens; Cluff Gold plc Tel: 0207 340 9790David Youngman/Katy Mitchell; WH Ireland Limited Tel: 0161 832 2174William Smith; BMO Capital Markets Tel: 0207 664 8120Jonathan Martin Smith/ Tanya Chikanza;Smith's Corporate Advisory Limited Tel: 020 7239 0140Louise Goodeve / Justine Howarth; Tel: 020 7851 7480Parkgreen Communications 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 nor shall it (or any part of it) or the fact of itsdistribution, form the basis of, or be relied on in connection with, anycontract therefore. The offer and the distribution of this announcement and/other information in connection with the listing and offer 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 only being distributed to and is only directed at (i) personswho are outside the United Kingdom or (ii) to investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the Order) or (iii) high net worth entities, and otherpersons to whom it may lawfully be communicated, falling within Article 49(2)(a)to (d) of the Order (all such persons together being referred to as "relevantpersons"). The securities are only available to, and any invitation, offer oragreement to subscribe, purchase or otherwise acquire such securities will beengaged in only with, relevant persons. Any person who is not a relevant personshould not act or rely on this document or any of its contents. 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 the offeringin the United States or to conduct a public offering of any securities in theUnited States. Any offer of securities to the public that may be deemed to be made pursuant tothis communication in any EEA Member State that has implemented the ProspectusDirective is only addressed to qualified investors in that Member State withinthe meaning of the Prospectus Directive. BMO Nesbitt Burns Inc, WH Ireland Limited, Smith's Corporate Advisory Limitedand their respective affiliates are acting exclusively for Cluff Gold and forno-one else in connection with the contents of this announcement and the Placingand will not be responsible to anyone other than Cluff Gold for providing theprotections afforded to their respective customers or for affording advice inrelation to the contents of this document, the Placing or any matters referredto herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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