Schedule One - Bushveld Minerals Limited

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Bushveld Minerals Limited (The "Company" or "Bushveld Minerals")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

18-20 Le Pollet

St Peters Port

GY1 1WH

Guernsey

Trading Address:

Illovo Edge Office Park

9 Harries Road

Building 3, 2nd Floor

Illovo

Johannesburg

South Africa

COUNTRY OF INCORPORATION:

Guernsey

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.bushveldminerals.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Bushveld Minerals is an AIM listed mineral project development company with a portfolio of vanadium and coal assets in South Africa and Madagascar, including an interest in a vanadium-producing operation and an investment in tin. 

The Company has entered into a conditional agreement to acquire 55 per cent. of the issued share capital of Bushveld Vametco (being all of the ordinary shares in Bushveld Vametco not currently owned by the Group) from the Seller. Following the Acquisition (assuming it is approved by Shareholders at the GM), the Company will hold 100 per cent. of the issued share capital of Bushveld Vametco and, through Bushveld Vametco, will own 78.8 per cent. of Strategic Minerals Corporation. Strategic Minerals Corporation is the intermediate holding company that owns a 75 per cent. interest in the Vametco Vanadium Mine.

The initial consideration for the Acquisition is US$11.1 million which will be satisfied through the issue of the Consideration Shares and US$4.5 million in cash by the Company to the Seller. In addition, there will be two deferred payments of US$0.6 million following publication of the Vametco Holdings accounts for the year ended 31 December 2018 and 2019 and a further payment calculated by reference to the EBITDA of Vametco Holdings in 2020 following publication of the Vametco Holdings accounts for the year ended 31 December 2020.

The Acquisition constitutes a reverse takeover under the AIM Rules for Companies. As a result, the Company is seeking Shareholder approval for the Acquisition at the General Meeting to be held on 20 December 2017.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

808,612,897 existing ordinary shares of 1 pence each ("Ordinary Shares") (including 670,000 shares in Treasury) and 54,766,364 Consideration shares totalling 863,379,261 Ordinary Shares on Admission

There are no restrictions on the transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

None

Anticipated market capitalisation on admission = £65.8 million (based on the closing mid market price of BMN shares on 29 November 2017)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

16.32%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Ian Watson - Non-Executive Chairman

Fortune Mojapelo - Chief Executive Officer

Geoff Sproule - Finance Director

Anthony Viljoen - Non-Executive Director

Jeremy Friedlander - Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 28 February

(ii) 31 August 2017

(iii) Audited results for the year to 28 February 2018 by 31 August 2018; unaudited results for 6 months to 31 August 2018 by 30 November 2018 and audited results for the year to 28 February 2019 by 31 August 2019

EXPECTED ADMISSION DATE:

21 December 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

NAME AND ADDRESS OF BROKER:

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox Street

London

W1S 2PP

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document are available on the Company's website www.bushveldminerals.com

The admission document will contain full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:

30 November 2017

NEW/ UPDATE:

NEW