For immediate release
20 September 2017
Premier African Minerals Limited
("Premier" or the "Company")
Disposal of Premier's 52% Interest in TCT IF
Summary
Premier African Minerals Limited, the AIM-traded, multi-commodity mining and natural resource development company focused on Southern and Western Africa, announces that it has today entered into an agreement with Amire Glory Limited ("Amire Glory" or the "Buyer") for the sale of Premier's 52% interest in Mozambique-based TCT Industrias Florestais Limitada ("TCT IF"), which principally owns a limestone deposit and forestry interests in Mozambique ("Disposal"). Premier will retain a 50% interest in the limestone deposit following completion of the Disposal.
Background to the Disposal
The Board announced last month that it was reviewing possible partnerships and / or a sale of Premier's TCT IF forestry interests whilst ensuring that Premier maintained an interest in the limestone deposit. Over the course of this year Premier has become increasingly focused on the exploration and development of its Zulu lithium asset and bringing RHA into sustainable ongoing production. In addition, Premier has increased its strategic interest in Circum Minerals through a series of share acquisitions.
The limestone asset of TCT IF remains of continuing potential interest to Premier, but the deposit is still at the very initial stages of exploration. At the time of initial acquisition there had been some early test-work on surface material of the limestone, which indicated that there were potentially acceptable grades of calcium carbonate (CaCO3) for limestone for use in cement production, and initial work had suggested that solubility should be suitable for agrilime and that the material is also expected to be suitable for aggregate production.
In respect of TCT IF's forestry interests, the Board does not believe that these are material in the ongoing development and strategy of the Group. Operating conditions in Mozambique can be challenging, and in particular the timber industry was affected earlier this year by a country-wide suspension of timber cutting and export licences in Mozambique for un-processed timber of over 125 mm in diameter. TCT IF's forestry interests are relatively small scale and have underperformed against budget in the current year, and overall are expected only to be break-even for the year as a whole. The forestry interests will not generate the surplus cash flow that had been planned on acquisition to support further exploration activities on the limestone project in the current year.
When Premier initially completed the acquisition of its interest in TCT IF in October 2016 ("TCT IF Acquisition Agreement"), the subsequent payment by Premier of the consideration due to Transport Commodity Trading Mozambique Limitada ("TCTM") and GAPI Sociedade de Investimentos S.A. ("GAPI") (together the "TCT Vendors") was only due following final procedural registration of the assignment of quotas by the Mozambique authorities and this registration has remained outstanding and as set out in Premier's 2016 audit report and accounts, amounted in aggregate to approximately US$2.1 million as at 30 June 2016, to be settled in either New Premier Ordinary Shares or cash at the election of the TCT Vendors ("Vendor Consideration"). Given the elapse of time, the TCT Vendors have made it increasingly clear to Premier that the outstanding consideration must be settled as soon as possible, failing which the TCT IF Acquisition Agreement could lapse.
The Company has therefore secured an agreement to novate its rights and obligations under the TCT IF Acquisition Agreements, whilst still retaining a free carried interest in the limestone deposits to completion of the initial exploration programme and without cost. Following completion of the Disposal, which is expected to occur within 60 days, Premier will be relieved of any obligations in respect of TCT IF and will be able to focus ongoing management and financial resources to the development of Zulu and RHA.
Principal terms of the Disposal
Premier has today executed a binding letter of understanding ("LoU") with the Buyer for the sale by Premier of its 52% interest in TCT IF for a value of US$2.1 million (before settlement of the Vendor Consideration). The consideration will be satisfied through the transfer by Premier of all rights and obligations held under the public deeds for the assignment of quotas to acquire its 52% interest in TCT IF from the Vendors. The Buyer will therefore assume Premier's responsibility to settle the Vendor Consideration of US$2.1 million and on completion of the Disposal, Premier will have no further liabilities or obligations to the TCT Vendors. Net of the settlement of the Vendor Consideration the net proceeds retained by Premier is nil.
The Buyer has further agreed to establish a Mozambique-registered Company ("NewCo") which will hold its interest in TCT IF's limestone deposit exploration licence and Premier will be granted a 50% interest in NewCo. The Buyer will be responsible for NewCo's initial exploration costs of up to a maximum of US$200,000 ("Exploration Spend") unless otherwise agreed in writing with Premier. Following such Exploration Spend, the shareholders in NewCo will be responsible for any further funding of NewCo pro rata to their interests in NewCo. Premier will be appointed the manager of NewCo (and retain oversight therefore of the exploration and development of limestone project).
The Buyer, as described further below, intends to develop a portfolio of Mozambican forestry tourism and agricultural interests and has further granted Premier the right to participate in any fund raise whether by way of private placement, offer to the public or offer to shareholders of the Buyer or otherwise to the total value of 10% of the proposed fund raise (this right will lapse following the admission of all or any of the shares in the Buyer, to trading on a market for listed securities operated by a recognised investment exchange or should Premier fail to participate in a fund raise).
As soon as reasonably practicable following the signature of the LoU, Premier and the Buyer will enter into a Deed of Novation, whereby Premier and the Buyer will release and discharge the other from all claims and demands under or in connection with the TCT IF Acquisition Agreement and begin negotiating a definitive joint venture agreement in respect of the limestone project.
Completion of the Disposal is conditional, inter alia, on the following matters:
(i) the parties agreeing, signing and exchanging an acquisitions agreement incorporating all the terms of the LoU within 60 days if signing of the LoU. Premier will only provide basic warranties under the Disposal, such as its rights and obligations under TCT Agreement;
(ii) there being no material adverse change in the business, operations, assets, position (financial, trading or otherwise), profits or prospects of TCT IF between the date of the LoU and closing;
(iii) no government or other person having:
- commenced or threatened to commence any proceedings or investigation for the purpose of prohibiting or otherwise challenging or interfering with the Proposed Transaction;
- taken or threatened to take any action as a result or in anticipation of the Proposed Transaction that would be inconsistent in any material respect with any of the warranties in the acquisitions agreement; or
- enacted or proposed any legislation (including any subordinate legislation) or order or imposed any condition which would prohibit, materially restrict or materially delay the implementation of the Disposal;
(iv) the receipt of a Letter of No objection from the Ministry of Mineral Resources and Energy for the transfer of the Quota, Mozambique Central Bank prior approval in relation to the acquisition of the Quota and any other formal approval required by the Mozambique authorities to have the Proposed Transaction approved.
Further information on TCT IF
TCT Industrias Florestais Limitada ("TCT IF") is a Mozambique-based natural resources company, which has an early stage 27 km² limestone exploration license in Mozambique. In addition, TCT IF has a 24,821 hectare hardwood forestry concession located in central Mozambique, with allied milling and furniture manufacture and semi-finished goods export.
TCT IF is the operator of the limestone exploration license and this is valid for two years from the date of formal grant in January 2016, and is renewable for another two year period. The work commitments under the exploration license are set out in an approved exploration programme that is budgeted at US$200,000.
The Forestry concession is valid for another 10 years subject to renewal for another 50 year term and is permitted to cut up to 3,000 m³ per annum, over and above historically cut and dead timber. The concession is valid until 2065 and includes rights to harvest up to 3,000 m3 of logs annually.
In the six months ended 30 June 2017, TCT IF made an unaudited loss before taxation of US$64,000 (Premier's attributable loss in respect of its 52% interest amounted to a loss of US$33,000) on total sales of US$116,000. The carrying value of Premier's 52% interest in TCT IF as shown in Premier's audited report and accounts as at 31 December 2016 amounted to US$2.127 million, being the acquisition cost.
Further information on the Buyer
Amire Glory was established to acquire an initial 60% controlling interest in the land and commercial assets of Grupo Madal that includes a 94,000 hectare forest concession, 34,000 hectare in conservation and tourism operations and 31,000 hectare of prime agricultural land in the Zambezi province of Mozambique. A combination of commercial farming, hardwood lumber production, port development and tourism in the Grupo Madal business is expected to compliment the forestry and lodge business of TCT IF. George Roach is currently interested in 33% of Amire Glory, which is expected to reduce shortly to below 10% on completion of the Grupo Madal transaction. George Roach is also a director of Amire Glory.
Related Party Transaction
As George Roach is currently a director and shareholder of Amire Glory, the execution of the LoU is a related party transaction under AIM Rule 13. The independent directors of the Company, Ian Stalker, Michael Foster and Russel Swarts, being the Directors other than George Roach (the "Independent Directors"), consider, having consulted with the Company's Nominated Adviser, that the terms of the LoU are fair and reasonable insofar as the Company's shareholders are concerned. In reaching their view the Independent Directors have conducted their own review of TCT IF and the proposed Disposal and have taken particular regard that the proposed sale would enable Premier to exit from its investment in TCT IF without net cost while retaining a 50% interest in the limestone project with an overall reduced financial exposure and further;
(i) Premier had expected that TCT IF's Forestry operations would contribute to cash flows from an early stage but they have been lossmaking and no surplus cash flow has been generated within TCT IF to fund the limestone project's exploration programme;
(ii) TCT IF's outlook for the remainder of the year remains challenging: The Company's current budget forecasts at best breakeven for TCT IF for the year as whole;
(iii) The outstanding Vendor Consideration of US$2.1 million for the acquisition of Premier's acquisition of its 52% in TCT IF is due and has not yet been settled. The Buyer will assume Premier's full obligation to settle this outstanding consideration due to the TCT Vendors and there should therefore be no realised loss against the current carrying value in Premier's accounts and no net cost to Premier;
(iv) Premier is providing limited warranties to the Buyer who has also been prepared to proceed with limited due diligence;
(v) Following the Disposal, the limestone exploration licence will be transferred to a newco and Premier will be appointed the Manager and have an ongoing 50% interest. The Buyer is responsible for the first US$200,000 of exploration expenditure;
(vi) There is a low likelihood that any third party would currently match the terms and conditions of the Buyer's offer, particularly given the high implied valuation of the limestone project given Premier's continuing 50% interest, noting also that there are no resources or projections for the limestone project nor any drilling results;
(vii) There have been no other expressions of interest following the Company's announcement in August 2017 that it was reviewing possible partnerships and / or a sale of its interest in TCT, while at the same time there is pressure from the TCT Vendors for immediate payment;
(viii) There is no realistic prospect of securing a superior offer to the Buyer's proposal on price and terms in a timeframe that is likely to be acceptable to the TCT Vendors. The Independent Directors have been informed that unless the Disposal proceeds, there is a high likelihood that the TCT Vendors could lapse the TCT IF Acquisition Agreement; and
(ix) Following the Disposal, and Amire Glory concluding the purchase of the controlling interest of Grupo Madal assets, George Roach's shareholding in Amire Glory will amount to less than 10% of the issued share capital of Amire Glory.
The Disposal is expected to complete within 60 days and a further announcement will be made in due course.
Forward Looking Statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. 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, 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 any forward looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
Enquiries:
Fuad Sillem |
Premier African Minerals Limited |
Tel: +44 (0)7734 922074 |
Michael Cornish / Roland Cornish |
Beaumont Cornish Limited (Nominated Adviser) |
Tel: +44 (0) 20 7628 3396 |
Jerry Keen/Edward Mansfield |
Shore Capital Stockbrokers Limited |
Tel: +44 (0) 20 7408 4090 |
Jon Belliss |
Beaufort Securities Limited |
Tel: +44 (0) 20 7382 8300 |
Charles Goodwin/Harriet Jackson |
Yellow Jersey PR Limited |
Tel: +44 (0) 07544 275 882 |
Notes to Editors:
Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and natural resource development company focused in Southern and Western Africa with production started at its flagship RHA project in Zimbabwe.
The Company has a diverse portfolio of projects, which include tungsten, rare earth elements, gold, lithium and tantalum in Zimbabwe and Benin, encompassing brownfield projects with near-term production potential to grass-roots exploration. In addition, the Company holds 5,010,333 million shares in Circum, the owner of the Danakil Potash Project in Ethiopia, which has the potential to be a world class asset. At present those shares are valued at US$10.2 million based on the latest price at which Circum has accepted subscriptions. Premier also has an interest in Casa Mining Limited, a privately-owned exploration company that has a 71.25 per cent interest in the 1.5 million ounce inferred resource Akyanga gold deposit in the DRC.
ENDS
