Proposed Acquisition, Placing, Notice of Meeting

For Embargoed Release: 21 December 2011

WEST AFRICAN MINERALS CORPORATION

(FORMERLY EMERGING METALS LIMITED)

("WAFM" or the "Company")

Proposed acquisition of Ferrum Resources Limited

Placing of 32,500,000 Ordinary Shares at a price of 10p per share

Admission of the Enlarged Share Capital to trading on AIM

Notice of Meeting of Shareholders

West African Minerals Corporation (AIM: WAFM), the West African focused mining investment company, today announces a placing to raise £3.25 million, the proposed acquisition (the "Acquisition") of Ferrum Resources Limited ("Ferrum") and the calling of a meeting of shareholders of the Company (the "Shareholders") to approve the Acquisition.

Highlights

·; The Company has conditionally placed 32,500,000 shares of no par value in the Company ("Ordinary Shares") with investors at 10 pence per share, a premium of 29 per cent. to the closing price of 7.75 pence (as adjusted following the recent share consolidation) on 1 December 2011 (the "Placing") to raise gross proceeds of £3.25 million (net proceeds of £2.4 million) subject to completion of the Acquisition and admission of the Company's enlarged share capital to trading on AIM (the "Admission").

·; Subject to the approval of Shareholders at the meeting to be held on 6 January 2012, the Company intends to acquire the entire issued and to be issued share capital of Ferrum, a private company focused on the acquisition of interests in early stage iron ore exploration projects in Africa.

·; Ferrum holds a 60.35 per cent. interest in six exploration permits covering an aggregate area of approximately 6,000 square kilometres in Cameroon. Sundance Resources and Afferro Mining are both developing iron ore projects near Ferrum's permits in Cameroon. Historical aeromagnetic data indicate a continuation of the total magnetic intensity signature eastwards from Sundance Resources' Mbalam project into two of the licence areas.

·; Ferrum also holds a 75 per cent. interest in five exploration licences in Sierra Leone. Three of the northern licences are adjacent to or on strike of the Kukuna project recently acquired by Cape Lambert Resources Limited. The fourth licence in the north occurs on strike of Cape Lambert's Marampa project.

·; In respect of the Acquisition, the Company has agreed to issue a total of 63,314,845 new Ordinary Shares (the "Consideration Shares") to the shareholders of Ferrum and five-year options and warrants over a further 12,458,400 new Ordinary Shares to the optionholders of Ferrum.

·; The enlarged share capital of the Company upon completion of the Acquisition and the Placing will be 187,852,392 Ordinary Shares with a market capitalisation of approximately £18.8 million at the Placing Price. Trading in the currently issued share capital of the Company has commenced today and trading in the enlarged share capital of the Company on AIM is expected to commence on or around 9 January 2012.

Stephen Dattels, Executive Co-Chairman of West African Minerals, said:

"Africa, and in particularly West Africa, is fast emerging as the next significant iron ore province. We are excited by the potential exploration and development opportunities offered by the licences held by Ferrum.  The Directors have always sought investments which we believe to be undervalued and we believe that significant value exists in Ferrum for the Company's shareholders. The proximity of Ferrum's assets to advanced iron ore projects makes them well positioned to contain mineralisation, as well as benefit from the infrastructure being developed in the region."

Background

On 3 June 2011, the Company announced that it had entered into the Ferrum Option Deed with the Ferrum Shareholders and the Ferrum Founder Optionholders, under which the Company was granted the Ferrum Option. The exercise of the Ferrum Option was announced on 2 December 2011 and the Ordinary Shares were suspended from trading on AIM pending publication of the Admission Document. 

Pursuant to the terms of the Acquisition (and subject to the Conditions being satisfied), the Ferrum Shareholders will receive the Consideration Shares with an implied aggregate value of approximately £8.3 million at the Purchase Price (equivalent to approximately £4.9 million at the Closing Price on 1 December 2011, the date prior to the suspension of Ordinary Shares to trading on AIM, and approximately £6.3 million at the Placing Price). The Consideration Shares will represent an immediate dilution of approximately 40.8 per cent. for holders of Existing Ordinary Shares. 

The Directors believe the Acquisition will provide the Company with the opportunity to build a significant and diversified portfolio of interests in exploration assets that will accelerate the growth of the Group and add Shareholder value.

The Company has also undertaken the Share Consolidation, which the Directors believe better positions the Company for future funding and makes investing in Ordinary Shares more attractive to a broader range of institutional investors and other members of the investing public. The new consolidated Ordinary Shares were admitted to trading on AIM today.

In addition, the Company has undertaken a Placing to fund the exploration of the Ferrum Assets and provide additional working capital for the Enlarged Group. The Company has conditionally placed 32,500,000 new Ordinary Shares at 10 pence per Ordinary Share with institutional and other investors to raise gross proceeds of approximately £3.25 million (approximately £2.4 million net of commissions and expenses). The Placing Shares will represent an immediate dilution of approximately 26.1 per cent. for holders of Existing Ordinary Shares, prior to considering the dilution from the Consideration Shares. Together, the Consideration Shares and the Placing Shares will represent an immediate dilution of approximately 51.0 per cent. for holders of Existing Ordinary Shares.

The Acquisition will constitute a reverse takeover under the AIM Rules and is therefore conditional upon the approval of Shareholders in a general meeting and admission of the Enlarged Share Capital to trading on AIM.

Accordingly, a meeting of Shareholders is being convened at which a resolution will be proposed to approve the Acquisition and empower the Directors to give effect to it. The Resolution is set out in full in the notice of the Meeting of Shareholders contained in the Admission Document. The Acquisition is a related party transaction under the AIM Rules on the basis that Messrs. Dattels, Mellon and Eke are indirectly interested in Ferrum Shares and/or Existing Ferrum Founder Options. Accordingly, Messrs. Dattels, Mellon and Eke have not participated in the Board's deliberations with regard to the Acquisition, which is being effected through the exercise of the Ferrum Option. Prior to exercise of the Ferrum Option, Patrick Weller, who was the Company's sole Independent Director at the time that the Ferrum Option was exercised, confirmed that, having consulted with Religare, the Company's nominated adviser, he considered the terms of the Ferrum Option to be fair and reasonable in so far as Shareholders are concer-ned. 

Accordingly, the Independent Directors unanimously consider the Resolution to be in the best interests of the Company and its Shareholders as a whole and recommend that Shareholders vote in favour of the Resolution, as they intend to do in respect of their own beneficial shareholdings of 1,893,757 Existing Ordinary Shares, being approximately 2.1 per cent. of the Company's issued shares. The Non-Independent Directors (Messrs. Dattels, Mellon and Eke) also intend to vote in favour of the Resolution in respect of their own beneficial shareholdings amounting, in aggregate, to 19,182,591 Existing Ordinary Shares representing approximately 20.8 per cent. of the Company's issued shares. 

The Company has today published and will today be sending to Shareholders an Admission Document containing information on the above proposals. The Directors expect that Admission will become effective and dealings in the Enlarged Share Capital will commence on 9 January 2012, subject to approval of the Acquisition by Shareholders at a Meeting of Shareholders to be held on 6 January 2012.

An electronic version of the Admission Document is available at the Company's website, www.westafricanminerals.com and copies of the Admission Document are available free of charge from the date of the Admission Document until the date which is one month after Admission, at the office of Kerman & Co LLP, 200 Strand, London WC2R 1DJ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). 

The Company would also like to announce the appointment of Beaumont Cornish Limited as joint brokers to the Company.

ADMISSION AND PLACING STATISTICS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

For further information:

Important notice

Religare Capital Markets (UK) Limited, Beaumont Cornish Limited and Evolution Securities Limited are each acting for the Company and no one else in connection with the Placing and Admission and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to the Placing, Admission or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein.

The securities referred to in this announcement have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of the Republic of South Africa, Australia, Canada, Japan or the Republic of Ireland. 

Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful. No public offering of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

Forward looking statements

Certain statements in this announcement are forward looking statements. These forward looking statements are not based on historical facts but rather on management's expectations regarding the Enlarged Group's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, planned exploration and development activity and the results of such activity, business prospects and opportunities. Such forward looking statements reflect management's current beliefs and assumptions and are based on information currently available to management. Forward looking statements involve significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, the results of exploration and development drilling and related activities, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although the forward looking statements contained in this announcement are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward looking statements.

Further background information:

History and background to the Acquisition

The Company was incorporated in the BVI on 4 July 2007 and the Ordinary Shares were admitted to trading on AIM on 1 July 2008. The Company became an investing company for the purposes of the AIM Rules on 19 July 2010 with an investing policy approved by Shareholders on 8 April 2011 and a strategic objective to acquire holdings in natural resources companies and/or physical resource assets which the Directors believe are undervalued and where such a transaction has the potential to create value for Shareholders.

On 20 April 2011 West African Minerals entered into a convertible loan agreement with Ferrum under which the Company advanced to Ferrum US$752,500 to be used by Ferrum to acquire a 75 per cent. interest in the Sierra Leone Licences. The loan was repayable in cash by 31 October 2011 or convertible into 2,467,213 new Ferrum Shares at a price of US$0.305 per Ferrum Share.

On 9 May 2011 West African Minerals executed a put and call option agreement with Ferrum pursuant to which the Company was granted an option to acquire 26,228,570 new Ferrum Shares at a price of US$0.305 per Ferrum Share. This option was exercised on 3 June 2011 and the Company subscribed for 26,228,570 new Ferrum Shares for an aggregate consideration of US$7,999,714, of which US$752,500 was satisfied by the cancellation of the convertible loan entered into on 20 April 2011. The Company's Ferrum Shares represent 37.23 per cent. of the current issued share capital of Ferrum.

On 3 June 2011 the Company advanced to Ferrum US$7,000,000 pursuant to the First Bridging Loan, to provide the additional funds required by Ferrum to acquire its 63.53 per cent. equity stake in CMC Guernsey, and consequently an indirect 60.35 per cent. interest in the CMC Exploration Permits. The First Bridging Loan is secured against the assets of Ferrum, accrues interest at a rate of 9 per cent. per annum and is repayable together with interest on 31 March 2012 (which was extended by the parties from 31 December 2011) unless agreed otherwise in writing by the parties. 

Concurrent with advancing the First Bridging Loan, the Company entered into the Ferrum Option Deed on 3 June 2011 which granted West African Minerals the right, but not the obligation, to acquire all the issued Ferrum Shares not already owned by the Company for a consideration of US$0.305 per Ferrum Share, to be satisfied by the issue of 7.16 new Ordinary Shares per Ferrum Share acquired (or 1.432 new Ordinary Shares per Ferrum Share acquired post the Share Consolidation) at an effective issue price of 2.6369 pence per Ordinary Share (or 13.1845 pence per Ordinary Share post the Share Consolidation (the "Purchase Price")). In addition, subject to exercise of the Ferrum Option by West African Minerals, the Ferrum Founder Optionholders agreed to be granted the New WAFM Warrants in consideration of the waiver of their rights to acquire new Ferrum Shares. In aggregate, at the time of signing the Ferrum Option Deed, the Company agreed to issue 316,574,265 new Ordinary Shares and grant warrants over a further 57,280,000 new Ordinary Shares if the Ferrum Option was exercised. Given the Share Consolidation, the Company must now issue 63,314,845 new Ordinary Shares and grant warrants over a further 11,456,000 new Ordinary Shares upon Completion. 

On 29 August 2011 the Company advanced a further US$400,000 to Ferrum pursuant to the Second Bridging Loan to fund its ongoing exploration programme in Sierra Leone and general working capital. The Second Bridging Loan is secured against the assets of Ferrum, accrues interest at a rate of 10 per cent. per annum and is repayable together with interest on 31 March 2012 (which was extended by the parties from 10 January 2012) unless agreed otherwise in writing by the parties. 

On 27 September 2011 the Company advanced a further £1,000,000 to Ferrum pursuant to the Third Bridging Loan to fund its ongoing exploration programme in Sierra Leone and general working capital. The Third Bridging Loan is secured against the assets of Ferrum, accrues interest at a rate of 10 per cent. per annum and is repayable together with interest on 23 March 2012 (unless agreed otherwise in writing by the parties). 

On 2 December 2011 the Company announced that it had exercised the Ferrum Option and the Ordinary Shares were suspended from trading on AIM pending publication of an Admission Document.

In aggregate, as at the date of the Admission Document, Ferrum owes the Company approximately £5.4 million in respect of the Bridging Loans together with accrued interest of approximately £245,000. It is anticipated that post-Admission the repayment dates for the Bridging Loans will be extended and the aggregate amount owed to the Company by Ferrum under the Bridging Loans will not be repaid but will remain due in the form of intra-group loans.

Reasons for the Acquisition

The Directors are committed to creating an international mining and exploration group focused on investing in and acquiring and developing resource projects, including in particular iron ore assets. The Directors are focused on acquiring interests in iron ore projects that are strategically located in close proximity to current advanced iron ore exploration projects and, as such, are well positioned potentially to contain mineralisation and benefit from the transport and power infrastructure being developed for surrounding projects.

The Independent Directors believe that:

§ taking into account the value of the Consideration Shares, the New WAFM Warrants and the Completion Options and the potential exploration and development opportunities offered by the Ferrum Assets, the Acquisition provides the opportunity to generate significant value for Shareholders; 

§ the Acquisition is in line with West African Minerals' stated investing policy and provides the Company with the opportunity to build a significant and diversified portfolio of iron ore assets in Africa; 

§ the geology of Africa is prospective for significant iron ore deposits; however to date, resources have been under-explored and under-developed due to a lack of infrastructure; and 

§ the strategic location of the Ferrum Assets in Cameroon and Sierra Leone in relation to existing third party advanced iron ore projects and infrastructure development provides an opportunity for the Enlarged Group to develop the Ferrum Assets.

Further details of the Ferrum Assets are set out in Part II and in the Competent Persons' Reports contained in Part IV of the Admission Document. Further details of the terms of the Acquisition are set out in paragraph 4 of Part I and in paragraph 9.1.13 of Part VII of the Admission Document.

Principal terms of the Acquisition

On 3 June 2011 the Company entered into the Ferrum Option Deed with Ferrum, the Ferrum Shareholders and the Ferrum Founder Optionholders pursuant to which the Company was granted the Ferrum Option to acquire all the 44,214,284 issued Ferrum Shares not already owned by it for a consideration of US$0.305 per Ferrum Share to be satisfied by the issue of 7.16 new Ordinary Shares (or 1.432 new Ordinary Shares post the Share Consolidation) at an implied issue price of 2.6369 pence per Ordinary Share (or 13.1845 pence per Ordinary Share post the Share Consolidation). On 1 December 2011 the Company exercised the Ferrum Option.

The total consideration payable by the Company in respect of the Acquisition is 63,314,845 new Ordinary Shares (the "Consideration Shares"), five year warrants to subscribe to 11,456,000 new Ordinary Shares at an exercise price of 24.4 pence per Ordinary Share (the "New WAFM Warrants") and five year options over a further 1,002,400 new Ordinary Shares at an exercise price of 13.62 pence per Ordinary Share (the "Completion Options").

The Consideration Shares will represent an immediate dilution of approximately 40.8 per cent. for holders of Existing Ordinary Shares. 

The Consideration Shares have an implied value of approximately £8.3 million at the Purchase Price. At the Closing Price on 1 December 2011, the date prior to the suspension of the Ordinary Shares to trading on AIM, the Consideration Shares had an implied value of approximately £4.9 million. At the Placing Price, the Consideration Shares have an implied value of approximately £6.3 million. 

Of the total Consideration Shares, Mr. Stephen Dattels and Mr. James Mellon, the Company's Executive Co-Chairmen, are indirectly interested in 16,748,399 Consideration Shares (with an implied value at the Placing Price of approximately £1.7 million) and 4,705,142 Consideration Shares (with an implied value at the Placing Price of approximately £471,000), respectively, which together represent approximately 33.9 per cent. of the Consideration Shares. Following Admission, Mr. Dattels and Mr. Mellon will be indirectly interested in a total of 41,984,304 Ordinary Shares representing approximately 22.3 per cent. of the Enlarged Share Capital. In addition, subject to Completion, Mr. Dattels will be indirectly interested in a New WAFM Warrant over a further 2,148,000 new Ordinary Shares. By virtue of his directorship, Mr. Denham Eke is also indirectly interested in 4,705,142 Consideration Shares (with an implied value at the Placing Price of approximately £471,000) which represent approximately 7.4 per cent. of the Consideration Shares.

The Ferrum Option was exercisable until 31 January 2012. The Company exercised the Ferrum Option on 1 December 2011. The Acquisition will, however, constitute a reverse takeover under the AIM Rules and is therefore conditional (inter alia) upon the approval of the Resolution at the Meeting of Shareholders. 

Further details on the Ferrum Option Deed are set out in paragraph 9.1.13 of Part VII of the Admission Document.

Information on the iron ore market

In 2010, world production of iron ore was 1,759 Mt, an increase of approximately 10.6 per cent. compared to 2009. Crude steel production in China increased by approximately 9.2 per cent. and China now accounts for almost half of the world production of crude steel (approximately 45 per cent.). The three largest iron ore companies globally, Vale (Brazil), Rio Tinto and BHP Billiton (Australia) increased their control over global iron ore production to approximately 40 per cent. in 2010 and control approximately 61 per cent. of the world seaborne iron ore trade.

The global iron ore market forecast could be characterised by continuously growing demand, especially from China, which is the single most significant factor in the global steel market. China is responsible for over 70 per cent. of the growth rate for steel since 2000. Supply growth to meet the demand will come from the traditional supply basins of Australia and Brazil (> 90 per cent.), plus a number of new companies are entering the market from Africa. Indian exports are likely to continue to fall due to rising demand for iron ore to feed its growing steel industry, bans on exports and a crackdown on illegal mining.

Given the challenge of bringing new iron ore supply to market and the declining grades at existing operations, the iron ore market is expected to remain in a deficit up to 2015.

Background information on Ferrum

Ferrum is a private iron ore exploration and mining company incorporated in the BVI on 18 January 2010. Since its incorporation, the company has focused on the acquisition of interests in early stage iron ore exploration projects in Africa. In Cameroon, Ferrum holds a 63.53 per cent. equity interest in CMC Guernsey, which through CMC Cameroon (a 95 per cent. owned subsidiary of CMC Guernsey), holds the CMC Exploration Permits which cover an aggregate area of approximately 6,000 square kilometres in a region potentially prospective for iron ore. In Sierra Leone, Ferrum holds a 75 per cent. interest in the Sierra Leone Licences, some of which are located adjacent to or on strike of known iron ore occurrences. Ferrum also has applications pending for iron exploration permits in Guinea. In addition, Ferrum has a 75 per cent. interest in applications for iron exploration permits in the CAR which were recently denied and Ferrum is seeking to have the denial revoked.

CMC Exploration Permits

The CMC Exploration Permits comprise six permits for the exclusive rights to explore for iron ore and associated minerals in areas referred to as Dja, Djadom, Lélé, Binga, Minko and Sanaga in Cameroon covering a total area of approximately 6,000 square kilometres. All the permit areas lie nearby either existing railway lines or a proposed railway line from Mbalam to Kribi.

The CMC Exploration Permits are held by CMC Cameroon, which is 95 per cent. owned by CMC Guernsey, a 63.53 per cent. owned subsidiary of Ferrum. Ferrum has four joint venture partners in CMC Guernsey: Deltec Bank & Trust Limited, a private bank with a 2.35 per cent. interest; Generation Resources Limited, a global investment firm with a 9.41 per cent. interest; Generation Resources Holdings Limited, an associate company of Generation Resources Limited, with a 10 per cent. interest and Plinian Guernsey Limited, with a 14.71 per cent. interest. Plinian Capital Limited is the managing operator of CMC Guernsey and responsible for the provision of certain operational and management services in relation to CMC Guernsey and the CMC Exploration Permits. The principals of Plinian Guernsey Limited and Plinian Capital Limited include Mr. Bradford Mills, who was the former CEO of Lonmin plc and has over thirty years of experience in the resource industry and Mr. Anton Mauve, who is a qualified geologist with over twenty years of experience in the resource industry. Further details regarding Plinian Guernsey Limited and Plinian Capital Limited are set out at paragraph 2 of Part II of the Admission Document.

The iron ore deposits of southern Cameroon, northern Congo and northern Gabon together form part of the Congo Craton Iron Province, an emerging iron ore target that is being explored in all three countries. The CMC Exploration Permits are situated in southeastern and southwestern Cameroon, on the northern edge of the Congo Craton. Those in the southeast are relatively close to, or abut, properties held by Sundance Resources Limited ("Sundance Resources") and Afferro Mining Inc. ("Afferro Mining") and appear from published maps to be underlain by broadly similar geology.

Local geologists have so far visited only the Dja, Djadom and the easternmost part of the Sanaga permit areas. Their activities were limited to assessing access to the properties and collecting six grab samples from the Sanaga licence, which yielded results of between 14 and 54 per cent. Fe (magnetite-BIF).

The contiguous Dja and Djadom permit areas lie to the east and north of Sundance Resources' Mbalam project, which has an Inferred and Indicated Resource of high-grade haematite of 521.7 million tonnes at 60.7 per cent. Fe. Historical aeromagnetic data acquired by CMC Cameroon indicate a continuation of the total magnetic intensity signature eastwards from the Mbalam project into the Dja and Djadom licences.

The Lélé permit area lies to the west of Mbalam and similarities exist with the geology of Afferro Mining's nearby Nkout project, which has an Inferred and Indicated Resource of 2 billion tonnes at 32.15 per cent. Fe. The Sanaga permit area lies at the edge of the craton in Late Archaean/Palaeoproterozoic greenstone belts and is largely fault-bounded. Mapped occurrences of magnetite-bearing quartzites are shown to be similar to the geological configuration at Legend Mining's Ngovayang project.

The planned work programme for the CMC Exploration Permits includes desktop assessments, aeromagnetic surveys, geophysical and geological mapping and a two phase drilling programme. Exploration will focus on the identification and delineation of haematite-rich direct shipping ore ("DSO"). The current proposed exploration programme which involves an anticipated expenditure of US$3.9 million and US$7.0 million in 2012 and 2013, respectively, has been fully funded from the proceeds of a private placement undertaken by CMC Guernsey in July 2011. CMC Cameroon recently presented its revised work programme, which includes this US$10.9 million in expenditure, to the Ministry of Industry, Mines and Technological Development in Cameroon and has submitted it for formal approval.

Further details regarding the CMC Exploration Permits are set out at paragraph 2 of Part II and in the Competent Person's Report prepared by The MSA Group (Pty) Ltd contained in Section A of Part IV of the Admission Document.

Sierra Leone Licences

The Sierra Leone Licences comprise five exploration licences (EL.05/11, EL.06/11, EL.07/11, EL.08/11 and EL.09/11) for the exclusive right to explore for all minerals over a total area of approximately 687 square kilometres. Three of the Sierra Leone Licences (EL.05/11, EL.06/11 and EL.07/11) are held by Ingwe and the other two are held by Tanziron (EL.08/11 and EL.09/11). Both Ingwe and Tanziron are wholly-owned subsidiaries of Ferrous Africa, in which Ferrum holds a 100 per cent. interest. Ferrous Africa holds a 25 per cent. interest in each of the Sierra Leone Licences in trust for Sierra Resources Ltd to be effected after Admission. The operator of the Sierra Leone Licences is Ferrum.

The four tenements located in the north of the country are underlain by Archaean greenstone belt with potential for iron, gold and possible base metal mineralisation. The remaining concession, which is situated in the south of Sierra Leone, occurs in a region postulated to be prospective for gold.

Three of the northernmost Sierra Leone Licences are adjacent to or on strike of the Kukuna project. Cape Lambert Resources Limited ("Cape Lambert") recently increased its shareholding in the Kukuna Project from 47.4 per cent. to 100 per cent. for approximately US$80 million. The Kukuna project is a haematite deposit in Marampa Group schists with an exploration target of 1 to 2 billion tonnes at 30 to 40 per cent. Fe.

The fourth Sierra Leone Licence in the north occurs on strike of the Marampa project of Cape Lambert, a brownfields exploration project located near the historic Marampa mine. The Marampa project has a total Mineral Resource of 680 million tonnes averaging 28.2 per cent. Fe. In September 2011, Cape Lambert announced the results of an updated scoping study on the Marampa project to develop an open pit mining operation at an aggregate capital cost of US$1.5 billion to produce 10 Mtpa of high grade iron ore concentrate. The updated scoping study projected an un-geared (100 per cent. equity) after tax net present value at a 10 per cent. discount rate of US$1 billion, an internal rate of return of 34 per cent. and cumulative after tax cash flows of US$2.9 billion. Further information on Cape Lambert's Kukuna and Marampa projects can be found on its website at www.capelam.com.au.

Ferrum recently completed an airborne magnetic and gamma spectrometric survey over the Sierra Leone Licences. The magnetic and radiometric data has generated geological and structural interpretation maps and defined specific target areas of interest within the licences for ground geophysics and drilling follow-up. A priority target within EL.06/11 is a strong magnetic unit under a cover of 70 metres. Additional 20 magnetic targets are identified for follow-up, with several possible kimberlite or carbonatite pipes. Initial geological mapping and field traversing work has been completed on the licences.

Venmyn Rand (Pty) Ltd, the Competent Person, concludes that the Sierra Leone Licences are located in geological terrains prospective particularly for iron ore, gold and base metal mineralisation. The proximity to neighbouring iron ore projects is encouraging as are the results of the geophysical survey which identified specific magnetite targets. The proposed exploration programme includes geological mapping, ground geophysics, trenching and geochemistry analysis and is estimated to cost approximately US$735,500 over the next two years, which will be funded from the net proceeds of the Placing.

Further details regarding the Sierra Leone Licences are set out at paragraph 3 of Part II and in the Competent Person's Report prepared by Venmyn Rand (Pty) Ltd contained in Section B of Part IV of the Admission Document.

Directors and key management

The current Board comprises Stephen Roland Dattels, James Mellon, Denham Hervey Newall Eke, Guy Elliott and Patrick Colin Crockett Weller. On Admission, Kangudi Donatien Serge Ngandu will be Chief Operating Officer for the Enlarged Group. He will be a member of the key management but will not sit on the Board.

Kangudi Donatien Serge (Ntumba) Ngandu (aged 55), Proposed Chief Operating Officer

Mr. Ngandu is currently the Chief Operating Officer of Ferrum. Prior thereto, he was the Vice President of Projects (Central African Republic) with Areva Resources Southern Africa and served on the board of Areva Ressources Centrafrique. Mr. Ngandu is a senior chemical and mineral processing engineer with thirty years of a combination of operational, technical and project experience. He has held senior management and executive positions in the mining industry in Central Africa and South Africa. He also worked as a consultant to UraMin Inc., part of Areva SA, and Turnbery Projects Pty Ltd. of South Africa. Mr. Ngandu was Chief Operating Officer at Nikanor PLC/ DCP sarl where he was responsible for the Kolwezi concentrator operation and rehabilitation in the Democratic Republic of the Congo. From 1998 to 2004, he worked at Outokumpu Technology (Pty) Ltd and from 1991 to 1998 he was at Goldfields Limited of South Africa. He is registered with the Engineering Council of South Africa as a professional engineer and is a fellow of the South African Institute of Mining and Metallurgy. Mr. Ngandu holds a M.Sc. in mineral processing engineering from the Institut National Polytechnique de Lorraine, a M.Sc. and B.Sc in chemical engineering from the University of Lubumbashi and an MBA from Business School Netherlands International.

Further details on the Directors and key management are set out in paragraphs 6 and 7 of Part VII of the Admission Document.

Historical financial information on Ferrum

From its date of incorporation (18 January 2010) to 31 March 2011, Ferrum made an audited loss of £1,329,277. Net assets as at 31 March 2011 amounted to £245,473. In the six months ended 30 September 2011 Ferrum made a loss of £1,406,651 before a foreign currency translation reserve gain of £580,513, resulting in a total comprehensive loss for the period of £826,138. Net assets as at 30 September 2011 amounted to £8,636,479. Further details on the financial position of Ferrum are provided in the Accountants' Report contained in Part V of the Admission Document.

Save as disclosed in the Admission Document, Ferrum has no material assets or liabilities other than the Ferrum Assets, further details of which are set out in Part II of the Admission Document.

Current trading, future prospects and significant trends

On 4 November 2011, Ferrum entered into a non-legally binding letter of intent with AXMIN (the "Topa Project LOI") under which the parties agreed to negotiate a sale and purchase agreement setting out the principal terms and conditions for AXMIN to acquire from Ferrum the entire issued share capital of Ferrum Centrafrique, holder of the Topa Applications, further details of which are set out in paragraph 9.2.7 of Part VII of the Admission Document.

On 1 December 2011, the Company exercised the Ferrum Option. The Directors believe that they are well placed to enhance the value of the Company with the approval of the Acquisition and the completion of the Placing.

On 8 December 2011, the Board, by a resolution of directors, resolved to consolidate all of the issued Ordinary Shares of the Company at a ratio of 5 to 1 with the result that the fractional shares be rounded up to the nearest whole share (the "Share Consolidation"). The additional 35.2 fractional shares required in aggregate to round up each Shareholders' holding of Ordinary Shares to the nearest whole share after giving effect to the Share Consolidation were allotted and issued by the Company for cash at a price of 7.75 pence per share (being the Closing Price adjusted for the Share Consolidation) paid by Shellbay Investments Ltd. on behalf of all of the affected Shareholders raising a total of £2.73.

On 9 December 2011, the Company changed its name from Emerging Metals Limited to West African Minerals Corporation.

The Directors may evaluate and pursue further potential investment and acquisition opportunities in line with the Company's investing policy. There is no guarantee that any future evaluation or negotiations will lead to an investment by the Company or to the completion of an acquisition.

Save as disclosed in the Admission Document, there have been no significant trends concerning the development of the business of the Company, and there are none moving forward that the Directors are aware of that will have a material impact on the current financial year.

Details of the Placing and use of proceeds

Pursuant to placing letters received by the Company in respect of 32,500,000 Placing Shares, conditional inter alia on Admission, the Company has raised approximately £3.25 million (before commissions and expenses). The Placing Shares have been placed with institutional and other investors. The Placing Shares will represent 17.3 per cent. of the Enlarged Share Capital and which will represent an immediate dilution of approximately 26.1 per cent. for holders of Existing Ordinary Shares, prior to considering the dilution from the Consideration Shares. The Placing has not been underwritten.

The Company intends to use the net funds raised in the Placing principally to explore the Sierra Leone Licences, of which approximately US$735,500 will be applied towards the proposed two-year exploration programme. The balance of net funds will be applied towards general working capital for the Enlarged Group. At Admission, the Enlarged Group will have estimated cash resources of approximately £12.3 million, including the net proceeds of the Placing.

The Placing Shares and the Consideration Shares will rank pari passu with the Existing Ordinary Shares.

In the case of Placees requesting Placing Shares in uncertificated form, it is expected that the appropriate stock accounts of Placees will be credited on or around 9 January 2012. In the case of Placees requesting Placing Shares in certificated form, it is expected that certificates in respect of the Placing Shares will be despatched by post within seven days of the date of Admission.

Admission to AIM and dealings in Ordinary Shares

Application will be made to the London Stock Exchange for the Existing Ordinary Shares to be re-admitted and the Consideration Shares (subject to the approval of the Resolution) and the Placing Shares to be admitted to trading on AIM. The Directors expect that Admission will become effective and dealings in the Enlarged Share Capital will commence on 9 January 2012.

No application has been or will be made for the warrants to be granted by the Company to subscribe for Ordinary Shares to be admitted to trading on AIM.

Religare has been appointed as the Company's nominated adviser and Beaumont Cornish and Evolution have been appointed as the Company's joint brokers in relation to the Placing and Admission.

Lock-in and orderly market arrangements

At Admission, the Directors and their related parties, applicable employees and substantial shareholders (each as defined in the AIM Rules for Companies) will hold voting rights in respect of 92,619,242 Ordinary Shares representing approximately 49.3 per cent. of the Enlarged Share Capital and will be beneficially interested in New WAFM Warrants to subscribe for a further 5,012,000 Ordinary Shares at 24.4 pence per share and Completion Options to subscribe for a further 716,000 Ordinary Shares at 13.62 pence per share. The Directors (in respect of themselves and in respect of their related parties), applicable employees and substantial shareholders have undertaken to the Company, Religare, Beaumont Cornish and Evolution that they will not sell or dispose of, except in certain limited circumstances permitted under Rule 7 of the AIM Rules for Companies, any of their respective interests in Ordinary Shares, including any acquired after Admission, at any time before the first anniversary of Admission and applicable employees, substantial shareholders and the Directors (in respect of themselves and in respect of their related parties) have further undertaken that they will be subject to orderly market arrangements during the following twelve months after the initial one year lock-in period.

The Ferrum Founder Shareholders have undertaken to the Company, Religare, Beaumont Cornish and Evolution that they will not sell or dispose of, except in certain limited circumstances permitted under Rule 7 of the AIM Rules for Companies, any of their respective interests in Consideration Shares or the New WAFM Warrants at any time before the first anniversary of Admission. The number of Consideration Shares subject to the lock-in, excluding those Consideration Shares to be issued to parties in which the Directors have a beneficial interest and as such are subject to the lock-in arrangements described above, is 29,558,799 representing approximately 15.7 per cent. of the Enlarged Share Capital. In addition, New WAFM Warrants to subscribe for a further 6,444,000 Ordinary Shares at 24.4 pence per share will also be subject to these lock-in arrangements.

Further details of the lock-in agreements are set out at paragraph 9.1.9 of Part VII of the Admission Document.

Certain Ferrum Shareholders participated in the private placement of the Company in October 2011 and have agreed that they will be subject to orderly market arrangements for one year after Admission in relation to those Ordinary Shares acquired during this private placement. The number of Ordinary Shares subject to these orderly market arrangements is 4,400,000, representing approximately 2.3 per cent. of the Enlarged Share Capital. Further details of the orderly market agreements are set out at paragraph 9.1.10 of Part VII of the Admission Document.

Share Option Scheme

On 8 December 2011 the Company approved and adopted the Share Option Scheme (further details of which are set out at paragraph 4.26 of Part VII of the Admission Document). The Company has determined that options representing a total of 10 per cent. of the Ordinary Shares in issue from time to time may be used for the purposes of options to be issued to directors, officers, employees and consultants at the discretion of the Board as new appointments are made. Such new options shall be granted pursuant to and on the terms of the Share Option Scheme Rules.

In addition, the Company has agreed with the Ferrum Employee Optionholders to grant Completion Options to the Ferrum Employee Optionholders over 1,002,400 new Ordinary Shares at an exercise price of 13.62 pence per share over a period of five years from the date of Admission pursuant to and on the terms of the Share Option Scheme Rules. Further details of the Completion Options are set out in paragraph 4.25 of Part VII of the Admission Document.

Warrants

Subject to Completion, the Company will grant the New WAFM Warrants to the Ferrum Founder Optionholders, representing warrants to subscribe for a total of 11,456,000 new Ordinary Shares at a price of 24.4 pence per Ordinary Share which may be assigned and exercised in whole or in part over a five year period from the date of Admission.

The Company has granted, conditional on Admission, a warrant to subscribe for up to 939,261 new Ordinary Shares to Religare in accordance with the terms of Religare's engagement as the Company's financial and nominated adviser in relation to the Placing and Admission. These warrants are exercisable at the Placing Price and must be exercised within two years of the date of Admission.

The Company has granted, conditional on Admission, a warrant to subscribe for up to 500,000 new Ordinary Shares to Beaumont Cornish in accordance with the terms of its engagement as the Company's broker in relation to the Placing and Admission. These warrants are exercisable at the Placing Price and must be exercised within two years of the date of Admission.

The Company has also granted, conditional on Admission, a warrant to subscribe for 1,878,523 new Ordinary Shares to Regent Advisors LLC (or its nominees) in accordance with the terms of its engagement as the Company's corporate finance adviser. These warrants are exercisable at the Placing Price and must be exercised within five years of the date of Admission.

The Company does not intend to apply for the warrants to be granted by the Company to be admitted to trading on AIM.

Related parties

Regent Mercantile Holdings Limited ("Regent Mercantile") is interested in 11,695,810 Ferrum Shares and holds an Existing Ferrum Founder Option to acquire a further 1,500,000 Ferrum Shares at an exercise price of 35 pence per share. Regent Mercantile is itself owned by a trust under which Stephen Dattels is a beneficiary. In accordance with the terms of the Ferrum Option, subject to Completion, Regent Mercantile will be issued 16,748,399 Consideration Shares (with an implied value at the Placing Price of approximately £1.7 million) and granted a New WAFM Warrant to subscribe for 2,148,000 new Ordinary Shares at a price of 24.4 pence per Ordinary Share for a period of five years from Admission.

Capital International (Nominees) Ltd ("Capital International") is interested in 3,285,714 Ferrum Shares. Capital International holds these shares for its client Galloway Limited, whose directors include Denham Eke and which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest. In accordance with the terms of the Ferrum Option, subject to Completion, Capital International will be issued 4,705,142 Consideration Shares (with an implied value at the Placing Price of approximately £471,000).

Since Messrs. Dattels, Mellon and Eke are all Directors, the acquisition of Ferrum Shares from Regent Mercantile and Capital International and the grant of a New WAFM Warrant to Regent Mercantile in exchange for the cancellation of its Existing Ferrum Founder Option, which are being effected through the exercise of the Ferrum Option, are related party transactions under the AIM Rules. Prior to exercise of the Ferrum Option, Patrick Weller, who was the Company's sole Independent Director at the time that the Ferrum Option was exercised, confirmed that, having consulted with Religare, the Company's nominated adviser, he considered the terms of the Ferrum Option to be fair and reasonable in so far as Shareholders are concerned.

On 20 December 2011 the Company conditionally placed 32,500,000 new Ordinary Shares at 10 pence per share for cash. Messrs. Mellon and Eke are indirectly interested in 2,500,000 Placing Shares, which were subscribed for by Galloway Limited, whose directors include Denham Eke and which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest. In addition, funds managed by Everest Capital LLC, together comprising a substantial shareholder (as defined in the AIM Rules), have subscribed for, in aggregate, 20,000,000 Placing Shares. The Placings with Galloway Limited and the funds managed by Everest Capital LLC are related party transactions under the AIM Rules. Messrs. Dattels, Elliott and Weller (who are for these purposes independent) consider, having consulted with Religare, the Company's nominated adviser, that the terms of the Placing are fair and reasonable in so far as Shareholders are concerned. Further details on the Placing are contained in paragraph 13 of Part I of the Admission Document.

Recommendation and voting intention

The Independent Directors believe that the Acquisition is in the best interests of the Company and its Shareholders and recommend that Shareholders vote in favour of the Resolution as they themselves intend to do in respect of their own beneficial holdings amounting, in aggregate, to 1,893,757 Ordinary Shares representing approximately 2.1 per cent. of the Existing Ordinary Shares. Messrs. Dattels, Mellon and Eke also intend to vote in favour of the Resolution in respect of their own beneficial holdings amounting, in aggregate, to 19,182,591 Ordinary Shares representing approximately 20.8 per cent. of the Existing Ordinary Shares.

Interests of the Directors and key management

As at the date of the Admission Document and as they are expected to be immediately following Admission, the interests (all of which are beneficial unless otherwise stated) of the Directors and key management, their families and any related party (as such terms are defined in the AIM Rules) of a Director (together, "Connected Persons") in the issued shares of the Company are and will be as follows, including such interests which could with reasonable diligence be ascertained by a Director:

Notes:

1. These shares are held by Regent Mercantile Holdings Limited, a company owned by a trust under which Stephen Dattels is a beneficiary.

2. James Mellon's shareholding consists of shares held by Galloway Limited, a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest. Galloway Limited owned 9,583,029 shares at the date of the Admission Document and will own 16,788,171 shares on Admission. The balance of James Mellon's shareholding on each date is held in his own name.

3. Denham Eke is a director of Galloway Limited, a company which is indirectly wholly owned by the trustee of a settlement under which James Mellon has a life interest.

4. 200,000 of these shares are held by Elliott Family Irrevocable Trust, a Connected Person, and 800,000 shares are held by Guy Elliott directly.

Following Admission, the Directors and key management and their respective Connected Persons will hold the following warrants and options over Ordinary Shares:

Notes:

1. Regent Mercantile Holdings Limited is a company owned by a trust under which Stephen Dattels is a beneficiary.

2. Save that if Serge Ngandu ceases to be employed or otherwise engaged by the Enlarged Group all vested options must be exercised within six months otherwise they shall lapse.

Significant Shareholders

As at the date of the Admission Document, save for the interests of the Directors which are set out above, the Company is aware of the following persons who hold or will on Admission hold, directly or indirectly, voting rights representing three per cent. or more of the issued shares of the Company to which voting rights are attached.

*Vidacos Nominees Limited's holdings include 19,714,100 shares held by funds managed by Everest Capital LLC at the date of the Admission Document and 39,714,100 shares to be held by funds managed by Everest Capital LLC at Admission. The Ordinary Shares are held by seven funds, namely Everest Capital Asia Fund, L.P.; Everest Capital China MAC 71 Ltd.; Everest Capital China Opportunity Fund, L.P.; Everest Capital EM Cayman Fund Ltd.; Everest Capital Emerging Markets Fund, L.P.; Everest Capital Frontier Markets Fund, L.P. and Everest Capital Global Fund L.P. Everest Capital LLC is the manager of each of these funds. 

DEFINITIONS

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

GLOSSARY OF TECHNICAL TERMS