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Real-Time news about Zambezi Nickel (London Stock Exchange): 0 recent articles
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|amazon_woman: Lithic Metals&Energy Proposed Acquisition
Lithic Metals and Energy Limited
26 October 2007
26 October 2007
Lithic Metals and Energy
("Lithic" or the "Company")
Proposed Acquisition of Mineral Assets in Togo
* Proposed acquisition of RRCC Limited ("RRCC") for #1 million
* RRCC, through its wholly owned subsidiary, owns a 90% interest in 19
granted mineral exploration licences in Togo
* Licences cover known nickel, copper, chromite, zinc and uranium
Lithic Metals and Energy (AIM: LMY), the AIM-quoted African nickel and uranium
exploration and development company, today announces the signing of a purchase
and acquisition agreement made between (i) Lithic; (ii) Stephen Dattels; (iii)
Michael Beck; (iv) Chiropo Company S.A.; (v) Angstrom Capital Limited; (vi)
George Roach; (vii) Bruce Cumming; (viii) J Stalker Discretionary Settlement;
(xi) RRCC Limited and (x) Regent Resources Capital Corporation S.A.U., to
acquire the entire issued share capital of RRCC (the "Purchase and Acquisition
Agreement"). The consideration set out under the Purchase and Acquisition
Agreement is #1 million, which is to be satisfied by the issue of 15,384,615
ordinary shares of 1p each in the share capital of Lithic at a price of 6.5p per
share (being the average share price of the Company over the previous 30 days)
(the "Consideration Shares") and a further cash payment of US$375,000, paid in
The Purchase and Acquisition Agreement is subject to standard conditions
precedent which include the successful completion of due diligence, the hand
over of key documents and the final approval of the Company's Board of Directors
and, as set out below, a further announcement will be made in due course when
those conditions are satisfied.
RRCC, through its wholly owned subsidiary, owns 90% of 19 granted mineral
exploration licences in Togo (the government of Togo holding the balance), which
comprise the following projects:
* Nickel mineralisation identified in test pits, soils and rock chips to 4%
Ni over a large ophiolite complex.
* Nickel values >1% Ni in soil sampling over 1.5km(2) area in an anomaly
that increases in grade and is open to the North.
* Nickel values >1% Ni over 2km(2) area in test pitting of a separate area
to that soil sampled.
* Chromite grading up to 43% historically mined from one of numerous
* Substantial exploration potential for nickel saprolite and laterite style
deposits plus chromite resources.
* Most of the prospective ophiolite remains untested.
* Platinum exploration potential recognised.
* Known SEDEX Zinc (Zn) deposit previously explored by Anglo American.
* Substantial, wide-spaced, historical drilling targeted geophysical
anomalies generated by multiple ground and airborne surveys.
* Drill intercepts include 6m @ 11.37% Zinc from 16m, with grades up to 28%
* Walk-up drill targets with future exploration aiming to complete
sufficient drilling to define a JORC compliant resource.
* Lithic believe there is potential exploration upside to delineate
additional zinc resources.
Niamtougou - Kara Project
* Historical exploration identified pitchblende and uranophane uranium
mineralisation over a number of prospects in drilling and trenching.
* Uranium grades to 1500ppm (0.15%) U3O8 in drilling and trenching.
* As far as Lithic is aware, no modern exploration has been conducted on the
* Licences cover a major regional structural feature that is believed to
control uranium mineralisation and which remains largely unexplored.
* Lithic believe there is potential exploration upside to convert drilled
uranium occurrences into JORC compliant Resources.
* Lithic believe the region is highly prospective for uranium.
RRCC, a British Virgin Isles registered company owns a 90% interest in 19
granted exploration licences in Togo, West Africa, through its local 100%-owned
subsidiary Regent Resources Capital Corporation S.A.U. The three key
shareholders of RRCC (being Chiropo Company S.A, Angstrom Capital Ltd and George
Roach) currently collectively hold 20,000,001 ordinary shares of 1p each ("
Ordinary Shares") in Lithic (being 26% of the issued share capital of Lithic).
Following the completion of the Purchase and Acquisition Agreement, these three
shareholders would each receive 4,000,000 Ordinary Shares as part of the issue
of the Consideration Shares. These three key shareholders would then
collectively hold 32,000,001 Ordinary Shares in Lithic (being approximately 35%
of the then issued share capital in Lithic).
The 19 exploration licences cover known nickel, copper, chromite, zinc and
uranium mineralisation. At this stage, these projects are at an early stage and
accordingly there are no profits associated with the assets. The book value of
the assets is #375,000.
Commenting today on the proposed acquisition, Lithic Managing Director, Jim
Kerr, said "The execution of the Purchase and Acquisition Agreement is a
significant step forward for Lithic, which should bring to the Company an
exciting suite of exploration assets, all with known mineralisation.
Several factors attracted us to the Togo assets: known economic grades of
nickel, copper, chromite, zinc and uranium over wide areas; a lack of modern
exploration which creates potential advantages for companies with available
resources if they access the sites early - particularly with respect to making
further mineral deposit discoveries; exceptional regional infrastructure in the
form of sealed roads, rail and port facilities and a positive outlook towards
foreign investors following last week's successful general election."
Togo is a Francophone West African nation bordered by Ghana to the west, Benin
to the East and Burkina Faso to the North. The nation is a regional commercial
and transport hub, with deep water port facilities serviced by rail and a sealed
highway running the length of the country. The capital city of Lome is serviced
by regular flights to Europe and other African countries.
The Togolese economy relies on the production of cotton, coffee and cocoa, with
the mining of phosphates making up the most significant element of the natural
resources sector of the economy.
In recent years, Togo has strived to normalise relations with its neighbours and
the EU. Sanctions were imposed on Togo after human rights violations occurred
in the last years before the death of former President Eyadema Gnassingbe in
2005 (after 38 years in power).
Since 2005 under President Farue Gnassingbe, the country has focused on
stabilising the nation and setting foundations for fair, open and democratic
elections, a process which culminated in the successful general elections held
The success of the recent general elections paves the way for the normalisation
of Togo's international relationships and creates a more positive investment
climate that already offers economic advantages to companies looking to operate
in the country.
Completion of the Purchase and Acquisition Agreement should occur in
approximately one month's time, with exploration activities commencing
immediately thereafter, at which time a further announcement will be made. At
the same time as that announcement, application with be made for the
Consideration Shares to be admitted to trading on AIM.
The directors of the Company consider, having consulted with the Company's
nominated adviser, WH Ireland Limited, that the terms of the transaction are
fair and reasonable insofar as its shareholders are concerned.
For further information, please contact:
Lithic Metals and Energy
Jim Kerr Telephone: +61 8 9216 9000
David Youngman Telephone: 0161 832 2174
Jos Simson/Jane Stacey Telephone: 0207 429 6603
This information is provided by RNS
The company news service from the London Stock Exchange
Zambezi Nickel share price data is direct from the London Stock Exchange