RNS Number : 1793K
Stratex International PLC
11 July 2011
Stratex International Plc / Index: AIM / Epic: STI / Sector: Mining
11 July 2011
Stratex International Plc ('Stratex' or 'the Company'),
Centamin to make offer for Stratex's option joint venture partner Sheba Exploration
Stratex International plc, the AIM-quoted exploration and development company focussed on Turkey, Ethiopia and Djibouti, notes today's announcement by LSE/ TSX-quoted Centamin Egypt Ltd ('Centamin') and PLUS-quoted Sheba Exploration (UK) Plc ('Sheba') regarding Centamin's intended offer ('the Offer') to acquire all issued and to-be-issued shares of Sheba. Stratex has a 4.94% shareholding in Sheba and Binding Letter Of Intent agreement with the company to evaluate the Shehagne gold prospect ('Shehagne) in northern Ethiopia and also a new grassroots exploration programme for gold and base metals in the contiguous Tigray Exclusive Exploration Licence ('EEL').
-- Major gold-producer Centamin to make an offer for Ethiopia-based exploration company Sheba
-- Stratex views this as an endorsement of Sheba's exploration portfolio and of the wider exploration potential of Ethiopia - Centamin highlights that the intended offer represents an initial strategic move to diversify into regions that provide good opportunity for value growth
-- Centamin's proposed acquisition will include Sheba's interest in the Shehagne project in which Stratex is completing a work and expenditure programme to earn 60% with the right to increase to 80%
-- Stratex currently hold 5.3 million shares in Sheba and anticipates exercising matching warrants
-- Expected net (pre-tax) valuation of GBP576,000 will strengthen Stratex's financial position
Stratex CEO Dr Bob Foster commented "We see Centamin's move into Ethiopia as an endorsement of both the exploration potential of the country and the exploration portfolio that Sheba has established in recent years by good grassroots exploration. Our own exploration programmes in Ethiopia and Djibouti have proved extremely successful over the last two years as we continue to discover new multiple low-sulphidation gold systems in the Afar region, which we believe define a significant new gold province. Our work has also attracted the early interest of major gold-producer AngloGold Ashanti, underpinning the prospectivity of our land holding.
"However, our exploration success in the Afar region has not deflected us from our interest in the geologically older Arabian Nubian Shield rocks. The Tsemmetti prospect is an exciting gold target within Sheba's Shehagne licence that we are planning to drill in August 2011 and thus vest at 60%, with the option of ultimately earning up to 80%. The possibility of having a substantial joint venture partner such as Centamin, given its successful track record in taking the Sukari gold mine in Egypt to production, is a positive and very welcome development."
Centamin today advised the London Stock Exchange that it is offering to purchase all of the issued Sheba ordinary shares of 0.75p each ("Sheba Share(s)") and any further Sheba Shares which are unconditionally allotted and fully paid before the Offer closes (including pursuant to the exercise of options and warrants over Sheba Shares) on the following basis:
-- 3pence in cash for every Sheba Share; and
-- 1 Centamin share for every 40 Sheba Shares, rounded down to the nearest whole Centamin share.
Based on the closing price of Centamin shares on 8 July 2011, the Offer values Sheba at approximately GBP7.48 million, on a fully diluted basis, or 6.15 pence per Sheba Share, which represents a premium of approximately 124% to the closing price of the Sheba Shares on 8 July 2011, being 2.75 pence.
Centamin has received irrevocable undertakings to accept the Offer representing 56.69% of the fully diluted share capital of Sheba. The Offer is open for acceptance until 1.00 p.m. on 1 August 2011 but may be extended by Centamin until 1.00 p.m. on 9 September 2011. The Offer is not subject to the City Code on Takeovers and Mergers.
Stratex currently holds 5,333,333 Ordinary shares in Sheba and a matching number of warrants exercisable at 0.75 pence each (Stratex holds a 4.94% shareholding in Sheba). The cash value of the Ordinary shares plus exercised warrants would amount to GBP320,000 and the Centamin share value would be GBP336,267, giving a gross value of GBP656,267; the total share purchase + exercise price of the warrants would be GBP80,000.
Stratex option / joint venture
Stratex signed a Binding Letter of Intent ('BLOI') with Sheba in August 2009 to pursue an option joint venture agreement whereby Stratex can earn 60% of Shehagne by expending GBP350,000 within 21 months of signature and could earn a further 20% by funding the project to feasibility (press release dated 1 September 2009). The vesting date was recently extended by mutual consent to 21 September 2011 whereby Stratex must complete the full expenditure of GBP350,000 and including 1,000 metres of diamond drilling. Stratex intends to undertake the drilling in August 2011 and a drill rig is being mobilised to site to complete this programme. Stratex has confirmed the presence of a gold-mineralised zone, the Tsemmetti target, extending over an area of at least 1,340m by 200-300m and identified by a combination of soil sampling, trenching (press release dated 16 September 2010), and a very limited early-stage drill programme that was previously undertaken by Sheba.
The BLOI also allowed Sheba the option to enter into a 70/30 joint venture on a new EEL that Stratex subsequently acquired - the Tigray EEL. Sheba has the right to acquire up to 50% of the EEL at any time during the initial 36 month term of the EEL by reimbursing Stratex up to 50% of the exploration expenditures less Sheba's expenditure.
For more information on the Company's Shehagne project, including location map, see http://www.stratexinternational.com/operations/exploration/ethiopia-djib outi/shehagne.aspx
* * ENDS * *
For further information please visit www.stratexinternational.com, email email@example.com, or contact:
Bob Foster / Christopher Stratex International Tel: +44 (0) 20 7830
Hall / Claire Palmer Plc 9650
Martin Davison / Richard Westhouse Securities Tel: +44 (0) 20 7601 6100
Felicity Edwards / St Brides Media & Finance Tel: +44 (0) 20 7236 1177
Elisabeth Cowell Ltd
Notes to editors:
Stratex International Plc is an AIM-quoted exploration and development company focussing on gold and base metal opportunities in Turkey, Ethiopia and Djibouti.
Stratex - Turkey Portfolio
In Turkey, Stratex's prime objective is to move into gold production through its partnership with its Turkish partner NTF, with initial production targeted at its Inlice project by H1 2012 and at Alt1ntepe by 2013, subject to outcome of scoping and feasibility studies. The Company also remains focussed on discovering and developing new projects through low-cost exploration, adding maximum value prior to optioning/joint venturing or selling on to a dedicated mining company.
-- Total resources stand at 1.51 million oz of gold (combined oxide and sulphide gold) and approximately 7.1 million oz of silver, on a JV-inclusive basis
-- Partnership with NTF, a technically capable and well-financed Turkish company, to rapidly develop the 542,318 oz oxide gold resources present at the Inlice and Alt1ntepe projects
-- An option/joint venture agreement with Centerra Exploration B.V., a wholly owned subsidiary of Centerra Gold Inc., to explore and develop the Oksut project, a high-sulphidation gold discovery located in Central Anatolia
-- An option/joint venture agreement over the Hasancelebi project, a high-sulphidation gold project in central Turkey with Teck Madencilik Sanayi Ticaret A.S., a Turkish subsidiary of Teck Resources Limited of Canada, a major shareholder in Stratex
-- An option/joint venture agreement with private Turkish company Aydeniz Group to explore and develop the Muratdere porphyry copper-gold-molybdenum deposit in western Turkey
-- Exploration agreement with Antofagasta to explore Turkey for copper and other deposit-types to be vested into an established JV
Stratex East Africa Ltd ('SEA') - Ethiopia and Djibouti Portfolio
-- 4.94% shareholding in PLUS-quoted exploration company Sheba Exploration (UK) plc ('Sheba')
-- Ajoint venture with Sheba to (i) earn-in to an initial 60% of the prospective 37 sq km Shehagne gold project in Ethiopia, and (ii) explore targets in northern Ethiopia on a 70:30 joint venture basis
-- Berahale and Gademsa EELs cover a combined area of 1,225 sq km in northern and central Ethiopia respectively and are prospective for gold and base metals
-- Multiple low-sulphidation vein systems recently discovered in the Blackrock EEL with bonanza gold values up to 34.6 g/t Au and 60.4 g/t in outcrop.
-- 3,853 sq km land position over new epithermal gold discovery and multiple related gold targets in the Afar Depression of eastern Ethiopia and Djibouti
-- Stratex International has signed a binding Heads of Agreement with Thani Ashanti, an AngloGold Ashanti Limited joint venture company, to fast-track development of first 11 prospects identified within the Afar Depression (collectively the 'Afar Project'). Thani Ashanti can earn 51% of the Afar Project by spending US$3 million on exploration and development over two years.
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