TIDMRLD
RNS Number : 9964X
Richland Resources Ltd
26 November 2014
26 November 2014
Richland Resources Ltd
("Richland" or "the Company") (AIM: RLD)
Proposed sale of Tanzanian mining operations
and
Notice of Special General Meeting
Highlights
-- The Company has agreed the USD5.1m conditional sale of its
Tanzanian mining, exploration and cutting operations
o Sale is subject inter alia to shareholder, ministerial and
SARB approval
-- Tanzanite Experience retail chain not included in the sale
-- USD10.8m of existing liabilities to be transferred post sale
-- Additional rights to payments of up to USD$1.2m, representing
30% of STAMICO/TML JV Deferred Consideration until 2019
-- Focus on re-development of Capricorn Sapphire mine, Australia for first production Q1 2015
-- Notice of a Special General Meeting to be held at 10a.m. on
22 December 2014 will be posted to Richland shareholders to approve
the sale
Richland Resources Ltd, the AIM listed gemstone producer and
developer, today announces that following a comprehensive review of
the strategic options available for its mining operations in
Tanzania, it has entered into a conditional sale agreement dated 25
November 2014 ("Sale Agreement") with Sky Associates Group Limited
("Sky Associates") pursuant to which the Company will sell to Sky
Associates the Group's tanzanite mining and beneficiation business
and tsavorite license interests in Tanzania (the "Sale"). The Sale
is conditional inter alia on approval of the Sale by:
(a) the Company's shareholders ("Shareholder Approval"),
(b) the Minister of Energy and Minerals of the Republic of
Tanzania ("Ministerial Approval"); ;and
(c) the South Africa Reserve Bank (if required) ("SARB
Approval").
Reasons for the sale and use of proceeds
Given the continuing operational uncertainties in relation to
the tanzanite mining operations of TanzaniteOne Mining Limited
("TML"), including the sustained period that it has not been
possible to operate profitability, and the need for funding to be
provided, the board of directors (the "Board") strongly believe
that this deal is in the best interest of the Company's
shareholders.
Following completion of the Sale, and after expenses relating to
the Sale, the Group would on a pro forma basis have had a cash
balance as at 30(th) June 2014 of USD6.9 million with all historic
liabilities from TML removed. The Group intends to use the Sale
proceeds to fund the ongoing work programme and further development
of its Capricorn Sapphire Project in Queensland Australia and for
general working capital purposes. As announced on 4 November 2014,
all site works related to the refurbishment of the plant and plant
site remain on schedule and are progressing systematically. The
Capricorn Sapphire Project remains on schedule to start production
during the first quarter of 2015.
Details of the Sale
Pursuant to the terms of the Sale Agreement Sky Associates will
acquire (i) Richland's wholly owned subsidiary, TanzaniteOne (SA)
Proprietary Ltd (which holds the interest in TML and all companies
related to tanzanite mining, (ii) TsavoriteOne Limited, and (iii)
Urafiki Gemstones EPZ Ltd which owns the cutting facilities. In
additional to the physical assets held by TML, TML is party to a
50:50 joint venture agreement ("STAMICO JV Agreement") with the
State Mining Corporation of the United Republic of Tanzania in
respect of Mining Licence 490/2013 which includes certain mining
rights in respect of tanzanite and graphite. Under the Sale
Agreement, the companies being acquired by Sky Associates will
transfer with approximately USD10m of existing liabilities. In
addition, Sky Associates has agreed that it will pay 30% of any
deferred consideration received by TML under the STAMICO JV
Agreement to Richland up until 31 December 2019, subject to
adjustment in accordance with the level of third party debt owing
by the Target Companies as at 31(st) October 2014.
The key material terms of the Sale Agreement are:
-- The purchase price payable by Sky Associates is the aggregate
of: (i) USD5,100,000 (the "Initial Consideration") subject to
adjustment by reference to the level of third party debt owing by
the Target Companies as at 31(st) October 2014; and (ii) additional
consideration based on and calculated by reference to profits
received by TML under the STAMICO JV Agreement;
-- USD510,000 (10% of the Initial Consideration, being the
"Signing Consideration") to be paid by Sky Associates to the
Company on exchange of contracts ("Exchange");
-- USD510,000 (the "Escrow Amount") to be paid within 10
business days of Exchange into an escrow account administered by
the Company's solicitors or by the Company to be held on trust
under the escrow arrangements set out in the Sale Agreement on
account of that part of the purchase price payable on satisfaction
of the various conditions in the Sale Agreement;
-- USD510,000 (being the "Deferred Consideration" and part of
the Initial Consideration) will be paid by the Seller to Richland
on the sixth month anniversary of Exchange, such Deferred
Consideration to be adjusted in accordance with the level of third
party debt owing by the Target Companies as at 31(st) October 2014;
and
-- the remaining 70% of the Initial Consideration and the Escrow
Amount to be paid on satisfaction of specific conditions including
inter alia the Shareholder Approval, the Ministerial Approval and
the SARB Approval.
If Ministerial Approval is not obtained by Sky Associates within
90 days of Exchange then Richland will retain the Signing
Consideration. If Shareholder Approval has not been obtained within
90 days of Exchange, Richland will refund to Sky Associates the
Signing Consideration in full, and pay Sky Associates an additional
USD510,000. Should SARB Approval be required and is not obtained
within 90 days of the Exchange, Richland is obliged to repay the
Signing Consideration to Sky Associates.
Information on assets subject of the Sale
As at 30 June 2014, the net assets of Tanzanite One (SA)
Proprietary Ltd and associated entities subject of the Sale were
approximately USD17.6m. For the 6 months ended 30 June 2014, the
loss before income tax relating to these assets was USD858k.
Financial Effect of the Sale
The Sale will be for a net consideration of approximately
USD4.95m (after associated expenses) and Richland will post a
profit on the Sale of approximately USD490k.
The Group companies being acquired by Sky Associates will
transfer withapproximately USD10m of existing liabilities, leaving
Richland with no borrowings or provisions. The companies being
acquired by Sky Associates will retain any historic tax and royalty
liabilities associated with the tanzanite business.
Shareholder Circular and Notice of Special General Meeting
Consequently, a shareholder circular, incorporating notice of a
Special General Meeting to approve the Sale, will be posted to
shareholders. The Special General Meeting will be held 10 a.m. on
22 December 2014 at Clarendon House, 2 Church Street, Hamilton
HM11, Bermuda. A copy of the shareholder circular will be available
shortly on Richland's website: www.richlandresourcesltd.com
Irrevocable undertakings
The Directors have irrevocably undertaken to vote in favour of
the resolution to approve the Sale in respect of the shareholdings
in which they are interested, amounting to 33,609,435 Shares,
representing 15.5 per cent. of the Company's current issued share
capital.
Commenting on the announcement Bernard Olivier, CEO, of Richland
Resources said:
"The proposed sale allows Richland to focus on sapphire
production in Queensland and use our mining and marketing
experience to rapidly build revenues and profits. In Tanzania the
safety situation, liabilities and changes in legislation relating
to gemstone production have made tanzanite mining extremely
challenging for a public company such as ourselves. I look forward
to developing new coloured gemstone lines for Richland and its
shareholders."
Defined terms used in this announcement are taken from the
Circular.
For more information please contact:
Bernard Olivier
Chief Executive Officer
+61 4089 48182
Mike Allardice
Group Company Secretary
+852 91 864 854
Nominated Advisor & Broker (AIM)
RFC Ambrian Limited
Samantha Harrison
+44 (0) 20 3440 6800
Laurence Read
Corporate Development and Communications Officer
+44 (0)20 3289 9923
http://www.richlandresourcesltd.com
------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
DISQKPDNKBDBODB
Lexington Gold (LSE:LEX)
過去 株価チャート
から 6 2024 まで 7 2024
Lexington Gold (LSE:LEX)
過去 株価チャート
から 7 2023 まで 7 2024