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MTX Metorex

9.50
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
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

Directorate Change

12/12/2008 7:00am

UK Regulatory


    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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