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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Metorex | LSE:MTX | London | Ordinary Share | ZAE000022745 | ZAR0.10 (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
METOREX LIMITED (Incorporated in the Republic of South Africa) (Registration number 1934/005478/06) JSE code: MTX ISIN: ZAE000022745 Issuer code: MEMTX ("Metorex" or "the Group" or "the Company") METOREX PRESS RELEASE, CHANGES TO THE BOARD AND CONTINUATION OF CAUTIONARY ANNOUNCEMENT Further to the circular to Metorex shareholders issued on 1 December 2008, the board of directors of Metorex ("the Board") announces the creation of a board oversight committee, the full details of which are provided below: 1. Board oversight committee ("the Committee") The Committee, constituted entirely of non-executive directors, has been mandated to monitor and review the key performance indicators of the Company with particular emphasis upon: * the completion of the Ruashi Copper Project ("Ruashi"); * the achievement of targeted ramp up production objectives to commissioning at Ruashi; * prospective future changes to the current structure and composition of the Board; * the introduction of certain key new executives to assist with the management of the Company; * the reduction of the Group's borrowings and the repayment of the new Standard Bank Term Loan Facility by disposing of non-core and cash consuming assets in the short to medium term; * addressing the future of the Group's investment in Copper Resource Corporation ("CRC"); * monitoring the hedge position at Ruashi; and * securing longer term and appropriately structured financing for the improvement of the Group's project pipeline. The Committee will meet monthly, or more often as required, until such time as it is satisfied that the objectives of the Committee have been achieved and optimal ongoing management and review structures are in place. The Committee includes Mr R.G. Still (Deputy Chairman of Metorex) who is to assume a limited executive role at Metorex to assist existing management in achieving these objectives. His position on the Committee will be reviewed on 30 June 2009. 2. Immediate activities of the Committee 2.1 The Board The Company intends to restructure the Board, subject to ratification by Metorex shareholders, to comprise a maximum of three executive directors and a majority of non-executive directors. Pursuant to this objective the following changes and intended changes to the board are announced. 2.1.1 Mr A.S. Malone, the current Chairman of the Board, will tender his resignation from the Board subsequent to the Annual General Meeting on 20 January 2009. A new non-executive Chairman will be proposed by the Board as a replacement to Mr Malone. The Board would like to express its profound gratitude and appreciation to Mr Malone for his past services to Metorex. 2.1.2 Messrs K.C. Spencer and E. Legg, currently executive directors, will resign as directors of the Company but will continue assisting Metorex as technical advisers to the Group and as alternate directors to new independent appointments to the Board. 2.1.3 Mr Maritz Smith, currently an alternate director, will be appointed as Group Financial Director with immediate effect. 2.1.4 Mr G.A. Forrest (Snr) has resigned as a non-executive director of Metorex with immediate effect. Mr Forrest has provided the Company with valuable advice but due to his other business interests and time demands, Mr Forrest has nominated an alternative representative to take his place and shareholders are advised that Metorex welcomes the appointment of Mr Pierre Chevalier to the Board. Mr Chevalier is a Belgium national with extensive experience of conducting business in the Democratic Republic of the Congo ("DRC"). 2.1.5 Mr Les Paton has accepted an invitation to join the board as an independent non-executive director. Mr Paton, 56, is a technical director of Impala Platinum Limited ("Impala") and has 34 years of mining experience with Impala and the Gencor Group. The Board welcomes Messrs Paton, Smith and Chevalier to the Board and expresses its gratitude towards Messrs Spencer, Legg and Forrest for their respective contributions to the Company. 2.2 Executive management 2.2.1 It is recognised that Metorex has become a company with significant multi-commodity operations in diverse operating environments. Accordingly, the Company has commenced with the selection process for a new Chief Executive Officer. Alternatively a Chief Operating Officer with the potential to be fast-tracked into the position of Chief Executive Officer will be appointed. The successful candidate will need to have the technical and management skills necessary to consolidate and optimise existing operations, bring to fruition Metorex's current project pipeline and develop an effective forward looking strategy for the Group as a whole. 2.2.2 Mr Charles Needham will continue as Chief Executive Officer until this position has been filled, after which he will continue with Metorex as Group Managing Director, thereby ensuring continuity of management and the Group's objectives. His responsibilities will include corporate affairs, Government relationships, corporate governance and human resources thereby allowing the new Chief Executive Officer to focus on core operations, new project development and investor relations. Mr Needham fully supports this initiative. 2.2.3 The Company will also enhance its competence in the technical, project management and corporate finance areas through future executive appointments. 2.3 Ruashi The Company is focused on the completion, final commissioning of plant and the achievement of targeted production volumes at Ruashi within the timeframes detailed below. 2.3.1 The following is the commissioning schedule and timetable for completion: * Cobalt plant completion by end February 2009; * Secondary Mills commissioning by end February 2009; * Permanent Primary Crusher by 25 April 2009; and * Acid Plant deferred to the last quarter of 2009. 2.3.2 The production build up is as follows: The Phase II plant produced 550 tonnes of copper cathode during November 2008 and is projected to increase the monthly production levels to approximately 80% of design capacity by June 2009 and to full design capacity by December 2009. The Cobalt plant commissioning has commenced and the first sales of cobalt carbonate are expected to take place in February 2009. The plant will lock up approximately 200 tonnes of cobalt in the circuit between the start of commissioning and commencement of sales. Cobalt production is expected to reach approximately 70% of design capacity by June 2009 and full design capacity by December 2009. The management team at Ruashi has been strengthened with the appointment of Mr Lee John as General Manager. This appointment is for an initial period of six months to manage and oversee the commissioning of the Phase II project. Mr John has broad experience in the development and operation of hydro metallurgical plants both internationally and in the sub-Saharan region. In addition to the introduction of Mr John, the Metorex metallurgical and geological consultants are allocating 50% of their time to Ruashi with site visits on an alternate week basis. Intra-group senior management from Sable Zinc are allocating a proportion of their management time by regular visits and on-site management meetings. 2.3.3 In order to increase transparency, accountability and to emphasise its focus on core operations, the Company will announce production results on a quarterly basis. 2.4 Copper hedging The future copper production of Ruashi was hedged in order to secure project finance facilities. Subsequently, Ruashi, in agreement with its bankers, closed certain of the original hedges that were not supported by physical deliveries, which generated a profit of approximately US$23million. These proceeds have been applied, as a condition to the extension of Metorex's project finance facilities, to a hedge structure going forward. The resultant summary of the overall hedge position is: * forward sales of 8 025 copper tonnes at $7071/t for the period November 2008 to June 2009; * forward sales of 26 800 copper tonnes at $3900/t for the period July 2009 to September 2010; and * put options for 34 425 copper tonnes at a strike price of $3900/t copper for the period October 2010 to June 2012. 2.5 The DRC licence review process The Company has engaged extensively with authorities in the DRC as part of the mineral title review process which is being undertaken in that country. The current status of these discussions is that settlements acceptable to the Company appear to have been agreed. Until such time as these agreements have been formally signed and completed, a process currently being delayed by the need for DRC Government ratification and the possible need to complete and announce the results of all major reviews simultaneously, the Company is unable to announce the details of these settlements. 2.6 CRC The Company owns 50.3% of CRC and a further 5% of the operating company ("MMK") which gives it an effective 43% shareholding in MMK. The major asset held by CRC is the Kinsenda mine. This mine has one of the world's highest grade copper resources with some 17 million tonnes grading over 5% copper. During 2008 an AIM listed company, Central African Mining & Exploration Plc ("Camec"), acquired 47% of the issued shares of CRC, with a highest price paid of £2 per share. In terms of CRC's articles, Camec was obliged to make a cash offer to all CRC shareholders at this price. No such cash offer has been forthcoming from Camec. Metorex currently lacks the financial resources to fast-track the development of the Kinsenda mine. Irrespective of its current financial capacity it is considered to be inappropriate for Metorex to continue providing 100% of the funding required for the continued development of the mine. The following action plan is being implemented with regard to CRC: * operating costs of Kinsenda are being reduced and development work slowed down; * the Musoshi mine, currently on care and maintenance, will, subject to agreement, be returned to Sodimico as part of the mineral title review process settlement; * the board of CRC, on 10 December 2008, announced that in accordance with its articles, the Camec shares in CRC will henceforth carry neither voting rights nor rights to future dividends; * Metorex will also exercise its rights in terms of its funding agreement with CRC to capitalise part of its loans in CRC, thereby further increasing its shareholding in CRC; * the process of securing shareholder approval for the de-listing of CRC from AIM has commenced; and * Metorex has commenced discussions to secure long term and project- specific finance to develop the Kinsenda mine. 3. Other group operations 3.1 Consolidated Murchison Given the decline in antimony prices and demand for antimony the future prognosis for the company is being reviewed with regard to the viability of this mining operation and a decision to either close, put operations on care and maintenance or continue with curtailed operations will be taken and announced as soon as possible. 3.2 Vergenoeg Mining This operation continues to operate well in line with expectations. The mine's development plans are progressing and it remains cash generative. 3.3 Barberton Mines The mine's production continues in line with expectations and its financial performance benefits from the current price of gold. 3.4 Chibuluma Mines Chibuluma continues to operate at design capacity and its grades continue to improve as anticipated. The decline in copper prices has impacted on profit levels but the mine remains profitable and cash positive at current copper prices. Whenever possible, the company seeks to ensure certainty of the cashflows to meet both the capital expenditure and debt servicing requirements through a hedging policy. 4. Continuation of cautionary announcement Shareholders are referred to the further cautionary announcement dated 27 November 2008 and are advised that Metorex remains involved in negotiations which may have an effect on the price of the Company's securities. Accordingly, shareholders are advised to continue to exercise caution when dealing in the Company's shares until a further announcement is made. By Order of the Board 12 December 2009 Sponsor: Barnard Jacobs Mellet Corporate Finance (Pty) Limited For enquiries please contact: Mr Charles Needham END
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