Share Purchase and Option Agreement


 

TIDMDMR 
 
RNS Number : 6691R 
Dimension Resources Ld 
05 May 2009 
 

5 May 2009 
 
 
DIMENSION RESOURCES LIMITED 
 
 
("Dimension Resources" or the "Company") 
 
 
Share Purchase and Option Agreement 
 
 
Dimension Resources, the natural resources company, announces that it has agreed 
to expand its portfolio of interests in African mining companies by the 
acquisition of an 18 per cent. stake in Societe Congo Mining Company Sprl 
("Geminaco"), a company which owns exploration rights in the Democratic Republic 
of Congo, from its controlling shareholder, African Mining Investments Ltd. 
This is in line with Dimension Resources' existing strategy for expansion. 
 
 
African Mining Investments Ltd is a newly formed company intended to facilitate 
this deal, and its share capital will actually be issued between now and 
completion. There are a number of shareholders, none of whom controls it 
individually, but as a group it is controlled by the founder directors of 
Geminaco, Paul Lemmon, J. François Lalonde and Bernard J. Tourillon, who will 
hold about 75% between them. Their CVs are below. 
 
 
Dimension Resources will issue 124,339,876 new ordinary shares ("Consideration 
Shares") as consideration for the stake in Geminaco. The contract is conditional 
on a fund raising by the Company of GBP200,000 by 30 May 2009. The Consideration 
Shares will rank pari passu with the Company's existing ordinary shares and 
their admission to trading on AIM is expected to take place following 
completion. The percentage of the Company's total issued share capital 
represented by the Consideration Shares will be announced on completion. 
 
 
In addition, Dimension Resources has been granted an option, which is valid for 
two years from the date of the agreement, over the balance of the issued share 
capital in Geminaco. The Company will issue a further 342,062,667 new ordinary 
shares at 0.5p per share on exercise of the option. Should the Company choose to 
exercise this option, it is likely that this would constitute a reverse 
transaction under Rule 14 of the AIM Rules for Companies and shareholder 
approval would be sought. 
 
 
Geminaco is a gold exploration company, which owns the rights to 6 Exploration 
permits (Permis des recherces) PR in the Eastern Democratic Republic of Congo. 
The permits total approximately 235 sq km, ranging in size from 12sq.km.to 108 
sq, km. in area and the permits are numbered as follows west to east; PR 8500,PR 
7971, PR 7811, R 7587, PR 8501 & PR 7972. The PRs are stuated in the territory 
of Walikale, District of North Kivu, Territory of Punia, District of Maniema, 
Territory of Banalia, District of Tshopo, Territory of Masisi, District of North 
Kivu and Territory of Rutshuru, District of North Kivu. 
 
 
Brian Moritz, Non-executive Chairman of Dimension Resources, said, 
 
 
"We are delighted to announce this stake in Geminaco, which represents an 
exciting development in our strategy to invest in complementary mining 
businesses. We look forward to supporting the Geminaco's further development." 
 
 
Contacts: 
Brian Moritz (Chairman) 07976 994300 
Colin Aaronson (Grant Thornton - Nominated Adviser)    020 7728 2942 
  Controlling shareholders of African Mining Investments Ltd 
 
 
J. François LALONDE, P.Eng 
 
 
Mr. Lalonde is a civil engineer with international experience having worked for 
various world renowned construction and engineering companies such as 
SNC-Lavalin based in Canada and BOUYGUES Travaux Publics based in France. He 
also participated to the development of international markets for POMERLEAU 
Group, a Quebec-based construction company. He has conducted business 
extensively throughout Africa and the Middle East on behalf of these companies 
since 1986. He was involved with the construction of several projects as varied 
as toll road highways, high voltage power lines, hydro-electric dam, heavy 
industrial projects and commercial high rises. 
 
 
He also has held various board positions with business ventures and charitable 
volunteer organisations as well as partisan politics in Canada, where he was 
President of the Liberal Federal Association of the LaSalle-Emard riding 
represented at the Canada House of Commons by The Right Honourable Paul Martin. 
Mr. Lalonde has consider experience in the Democratic Republic of Congo. 
 
 
Bernard J. Tourillon, M.BA 
 
 
Mr. Tourillon is President and CEO of Uranium Bay Resources Inc. (TSX: UBR), and 
Executive Vice-president and CFO of Afri-Can Marine Minerals Corporation (TSX: 
AFA). Mr. Tourillon, B.A.A.; MBA joined Uranium Bay in 2006, where he has been 
instrumental in transforming the Corporation into a significant player into the 
Uranium exploration field in Quebec, and he joined Afri-Can in 1994 as Executive 
Vice President and CFO, where with Mr. Léveillé, he has been instrumental in 
transforming the Corporation into a significant participant in the marine 
diamond exploration industry in Namibia. He has 18 years of experience in 
resources development managing, international finance, manufacturing and 
brokerage. 
 
 
Paul Lemmon P.Geo, ProfGrad IMMM, FGS 
 
 
Mr. Lemmon is Chief Geologist Fundy Minerals and serves as Chief Technical 
Officer of Crystal River Resources PLC and Executive Director of the Canadian 
Liberian Humanitarian Foundation. Lemmon has experience in Canada, US oil and 
gas exploration, Liberia, Mali, South Africa, Tanzania, DR Congo, and Guyana. 
Lemmon has been a member of the Prospectors & Developers Association for many 
years, and member of the Canadian Institute of Mining, Metallurgy & Petroleum. 
Lemmon is a graduate in Geology from Mount Allison University, and studied at 
Universite of Strasbourg. He is a Professional GeoScientist with the New 
Brunswick Association of Professional Engineers and GeoScientists, and Fellow of 
the Geological Society of London (UK), and Professional Graduate of the UK 
Institute of Materials, Minerals and Mining. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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