Sale of Subsidiary


 

TIDMAFNR 
 
RNS Number : 4434H 
AfNat Resources Limited 
22 February 2010 
 

 
                            AfNat Resources Limited 
                           ("AfNat" or the "Company") 
 
                               Sale of Subsidiary 
 
 
AfNat (AIM: AFNR) announces that the Company has sold the entire issued share 
capital in RRCC Limited ("RRCC") to G&B African Resources Limited ("G&B"). for a 
cash consideration of US$1.RRCC is a company incorporated in the BVI and was a 
fully-owned subsidiary of the Company. RRCC owns Regent Resources Capital 
Corporation S.A.U. ("RRCC SAU"), a company registered and incorporated in Togo, 
that owns prospecting licences over the Haito, Pagala, Niamtougou and Kara 
projects  referred to in the Company's Admission Document dated 25 November 
2009. 
 
Under the sale of shares agreement signed between the Company, G&B and RRCC (the 
"Agreement" or the "Sale"), G&B will execute an Exploration Programme in respect 
of the prospects covered by the licences until 31 December 2011 (the "Cut-Off 
Date"). At the end of the cut-off date, AfNat has the right to elect to 
participate in the further exploration of the licences to the extent of not less 
than 10% and not more than 25% in one or more licences. If the Company elects to 
participate, it will pay G&B an amount equal to the participation percentage 
advanced by G&B to that date. Furthermore, in the event that G&B sells the 
Company, disposes of the licences or lists the shares of the Company on a stock 
exchange before 31st January 2011, AfNat will be eligible for 25% of the 
aggregate of any cash or non-cash consideration received by G&B. For the 
avoidance of doubt, this will exclude such sale or disposal or listing of the 
shares of the company for the bona fide purpose of raising additional funds for 
exploration activities over the exploration programme. 
 
The Board has carefully considered all aspects of the Agreement and believe that 
it is consistent with the Company's New Business Strategy. Given the challenging 
market conditions and the findings of the Competent Person's Report (reproduced 
at Part III of the Company's Admission Document), the Board has decided not to 
invest further in the Togo assets for the time being as the anticipated 
mineralisation on the Togo properties, if any, is unlikely to be significant 
enough to warrant further expenditures. However, the Company retains an option 
to participate by the end of 2011 in the event that the Exploration Programme 
advances further. 
 
George Roach is a director of G&B. The proposed transaction is therefore a 
related party transaction for the purposes of Rule 13 of the AIM Rules. The 
Directors of the Company (other than George Roach) having consulted with Seymour 
Pierce Limited, consider that the terms of the Transaction are fair and 
reasonable insofar as its shareholders are concerned. 
 
Enquiries: 
AfNat Resources Limited 
David Weill, Chairman 
Tel: +44 (0) 20 7881 0180 
 
Nominated Adviser, Seymour Pierce Limited 
Nicola Marrin/Catherine Leftley 
Tel: +44 (0) 20 7107 8000 
 
ENDS 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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