Dual Listing on JSE

RNS Number:0636R
Kiwara PLC
28 March 2008


                                   KIWARA PLC

                  (FORMERLY KNOWN AS WADHARMA INVESTMENTS PLC)
                  Share code on AIM: KIW   ISIN: GB0007702953

                Share code on the JSE: KWR   ISIN: ZAE007702953

                           (Incorporated in England)

                        (Registration number: 01760458)

                           ("Kiwara" or "the Company")



                         ABRIDGED PRE-LISTING STATEMENT

       Prepared in terms of the Listings Requirements of the JSE Limited



This abridged Pre-Listing statement relates to the introduction of all of the
Kiwara ordinary shares in issue, in the Industrial Metals and Mining -
Non-Ferrous Metals - sector of the JSE Limited ("JSE") list under the
abbreviated name "Kiwara", JSE share code "KWR", with effect from the
commencement of business on Thursday, 3 April 2008.

This Pre-listing Statement is not an invitation to the public to subscribe for
or an offer to the public to purchase ordinary shares in Kiwara, but is issued
in compliance with the Listings Requirements of the JSE and the South African
Companies Act for the purpose of giving information to the public with regards
to Kiwara.

At the date of listing, the authorised share capital of Kiwara will comprise
235,000,000 ordinary shares of nominal value of 1p each and 35,000,000 deferred
shares of nominal value of 19p each, while the issued share capital of Kiwara
will comprise 160,485,010 ordinary shares, fully paid, with a nominal value of
1p each and 24,310,010 deferred shares, fully paid, with a nominal value of 19p
each. All of the ordinary shares in terms of this Pre-listing Statement rank
pari passu with each other. At the date of listing the share premium account had
a balance of £10,180,704.

Kiwara currently has a primary listing on the Alternative Investment Market ("
AIM") of the London Stock Exchange plc and as at the Last Practicable Date ("25
March 2008") had a market capitalisation of £33,701,852 based on the AIM closing
price of 21p per ordinary share. Applying an exchange rate of £1 = R16.07 on the
Last Practicable Date this translates to a market capitalisation of
R541,588,763.



1.                   PURPOSE OF THE LISTING ON THE JSE

Kiwara, as its known today, was formed in August 2007 when Wadharma Investments
Plc ("Wadharma") acquired the entire issued share capital of Kiwara Resources
Limited ("Kiwara BVI"), effectively constituting a reverse take-over, and
simultaneously changed its name to Kiwara.

Kiwara wishes to obtain a listing of its ordinary shares on the JSE in order to
derive the various strategic benefits that this could provide to the Kiwara
group.

The main purpose of the listing on the JSE is to:

*         provide a further funding mechanism through which Kiwara can structure
and fund opportunities in the base metals and uranium sector in both Zambia and
Southern Africa;

*         enhance South African investors' awareness of Kiwara, thereby
enlarging Kiwara's investor base and increasing trade in its shares; and

*         facilitate direct investment by South African residents in Kiwara.

The purpose of this Pre-listing Statement is to:

*         provide the South African investment community with information
relating to Kiwara, its operations and its directors and management;

*         set out historical financial information relating to Kiwara, so as to
enable Kiwara to obtain a listing of its ordinary shares on the JSE; and

*         inform existing shareholders of the intention to inward list Kiwara's
ordinary shares on the JSE.

The main activity of Kiwara is mining exploration with a strong focus on base
metals and uranium exploration targets. Kiwara considers itself to be an
independent business that controls the majority of its assets despite the fact
that it is not yet generating revenue.

Kiwara is not issuing any new shares as part of this listing on the JSE.

2.                   INTRODUCTION TO KIWARA

Kiwara is listed on AIM under the share code KIW in the "Industrial Metals"
sector and the "Non-Ferrous Metals" sub-sector. Kiwara listed on AIM on 6 August
2007 following the reverse take-over by Wadharma of Kiwara BVI and the
subsequent renaming of Wadharma to Kiwara. On the AIM re-admission Kiwara raised
£1,200,000 (before expenses). At the Last Practicable Date Kiwara had a
market capitalisation of £33,701,852 based on AIM's closing price of 21p
per ordinary share which translates to a market capitalisation of R541,588,763
at the prevailing Rand/British pound exchange rate at that date.

Kiwara has approximately 25% of its issued shares held by the public and
complies with the minimum number of public shareholders as required by the
Listing Requirements.

3.                   NATURE OF BUSINESS

Kiwara is a mining, exploration and development company with a focus on copper,
nickel, cobalt and uranium with a specific focus on Zambia, a country which
together with the Democratic Republic of Congo hosts Africa's largest and
potentially one of the world's most productive mineralised zones, the
Copperbelt.

Kiwara through its subsidiary holds Prospecting Licence 267 which covers a
significant portion of the Kabompo Dome in North Western Zambia ("Licence Area
"), a complex poly-metallic geological feature (created by upward thrust of the
basement granites through the more recent sedimentary rocks). This is within the
area considered to be the western extension of the Copperbelt, an increasingly
significant mining area that contains the new Kansanshi and Lumwana copper
mines.

4.                   KIWARA GROUP

Kiwara is currently the beneficial owner of 100 percent of the issued share
capital of Kiwara BVI which in turn is the beneficial owner of 75 percent of the
issued share capital of Kiwara Resources (Zambia) Limited ("Kiwara Zambia") with
the remaining 25 percent of the issued share capital being held by  NAMF
Nominees (Proprietary) Limited ("NAMF"). Each of NAMF and Kiwara BVI is entitled
to acquire the shares in Kiwara Zambia held by the other on a pre-emptive basis
if any sale thereof is proposed. Kiwara BVI may not sell its shares in Kiwara
Zambia unless it has first procured that a like offer is made for the shares in
Kiwara Zambia held by NAMF.

In order for Kiwara to gain 100 percent control over Kiwara Zambia, NAMF agreed
on 14 March 2008 to swap its 25 percent interest in Kiwara Zambia in exchange
for 8,880,796 Kiwara ordinary shares together with a three month option to
acquire 4,687,500 Kiwara ordinary shares at an issue price of R3.20 per ordinary
share, with the only condition outstanding, to the extent necessary, being South
African Exchange Control approval. In addition NAMF has also waived its right to
any minority protection clauses contained in the NAMF investment agreement in
order to comply with the Listing Requirements.

Since the date of joint venture entered into by Kiwara BVI and LM Engineering
Limited ("LM Engineering") (the "Joint Venture") Kiwara Zambia has had a 55
percent interest in Kalumbila Minerals Limited ("Kalumbila"), which was
incorporated pursuant to the Joint Venture and which as a result of the Joint
Venture held the rights to Prospecting Licence 267 and had full control over it.
In October 2007 the Company, through Kiwara Zambia, acquired from LM Engineering
a further 20 percent interest in Kalumbila, in exchange for an equivalent 9.6
percent interest in Kiwara, together with a cash consideration of US$150,000.
Prospecting Licence 267 was granted to Kalumbila by the Ministry of Mines of
Zambia in September 2007 and renewed for a further two year period until
September 2009. Arising from the transaction recorded above Kiwara Zambia
currently holds 75 percent of the issued share capital of Kalumbila, with the
remaining 25 percent currently held by LM Engineering and Kashengeneke Limited
("Kashengeneke").


5.                   KIWARA STRATEGY

Since the mid-nineties, major mining companies have tended to scale down their
in-house exploration activities and have instead, either funded exploration
companies or acquired companies that have made a significant discovery. It is
therefore the Company's strategy to add value to the Licence Area by further
development aimed at a feasibility study or with a view to achieving a
favourable exit through joint venture agreements with major mining companies or
possibly an outright sale of the Licence Area. However, as the board may
consider that it is in the best interest of the Company to retain the Licence
Area following a successful feasibility study or because of market conditions,
the Company has assembled a team of directors and advisors who, collectively,
have the necessary skills to develop the project through to production and
manage new mines, subject to the Company obtaining the necessary funding.

Kiwara's strategy is based on the extensive and diverse knowledge of its
directors, the industry and their ability to identify opportunities for
acquisition, exploration and development of world-class base metals and uranium
deposits and experience in many mining businesses. Driving this strategy is the
directors' view, based on industry and commodity research, that base metals and
uranium will undergo upward price pressure in the mid-term due to anticipated
continued shortfalls in supply.

6.                   OVERVIEW OF ASSETS

Kiwara's principal exploration property is an interest in the Kabompo Dome
Project which is covered by Prospecting Licence 267, located in western Zambia,
472 kilometres north-west of the capital city Lusaka, 316 kilometres north-west
of Kitwe and 122 kilometres west of the provincial capital of the North-Western
Province, Solwezi.  Prospecting Licence 267 is located at approximately 12
degrees12' latitude south and 25degrees22' longitude east. The
Mwinilunga-Solwezi road bisects the Licence Area and provides the principal
access.

The Licence Area covers 5,500 square kilometres of the Kabompo Dome, which is
one of three major mid-Proterozoic domes or inliers in the north-western part of
Zambia. Two of these domes have been explored, developed and mined - First
Quantum has established the Kansanshi Mine adjacent to the Solwezi Dome; and
Equinox is now developing the Lumwana Mine adjacent to the Mombezhi Dome. The
Kabompo Dome is within the Northwest Copperbelt, where widespread copper
mineralisation has been identified.  Wide zones of copper, nickel, cobalt and
uranium mineralisation have been intersected at various locations within the
Licence Area.

Kiwara has identified a number of exploration targets within Prospecting Licence
267. The two main exploration targets are:

*         the Kalumbila copper-nickel-cobalt deposit ("Kalumbila deposit"); and

*         the Kawanga uranium deposit ("Kawanga deposit").

Other exploration targets that have been identified include the following:

*         Northern Extension of the Kalumbila deposit;

*         Kawako nickel-copper target;

*         Kawanga Anticline and Kawanga South uranium targets; and

*         Nyambwezu uranium target.



7.                   FUTURE PROSPECTS

The directors of Kiwara are of the opinion that the Company currently has a
balanced portfolio of assets in terms of geology.

The directors of Kiwara intend to move the Company to a producer within three to
five years through a well-defined strategy of:

*        developing its highly prospective Kabompo Dome Project into high margin
productive units;

*        continually increasing its resource base through focused exploration
programmes within the Kabompo Dome Project; and

*        acquiring prospecting companies and/or assets.

The directors believe that the current assets have the potential to host at
least one commercial mine and have developed an exploration programme that will,
if the studies are positive, lead to development within three to five years.
Concurrently the other opportunities within the Kabompo Dome Project will be
fully investigated to determine their potential. Additional properties elsewhere
will continue to be investigated and corporate acquisitions within the region
will be considered, which will add to shareholder value.


8.                   DIRECTORS

Kiwara with its board of directors, brings many years of experience in
discovering, acquiring, funding, developing and operating base and precious
metals projects in Southern and Central Africa. There is no third party which
manages the Company its subsidiaries or any part thereof. The following table
sets out, for each of the Company's directors, the person's name, age,
citizenship, positions with the Company and principal occupation and function:


Name and nationality             Business address                 Principal occupation  Date appointed to
                                                                  and function          board
Colin Bird (64)                  4th Floor, 2 Cromwell Place,     Executive Chairman    6 August 2007
                                 South Kensington, SW7 2JE,
British                          United Kingdom

Peter Vivian-Neal (51)           3rd Floor, 24 Ives Street,       Chief Executive       6 August 2007
                                 London, SW3 2ND, United Kingdom  Officer
British

Raju Samtani (38)                4th Floor, 2 Cromwell Place,     Financial Director    6 August 2007
                                 South Kensington, SW7 2JE,
British                          United Kingdom

Richard Wollenberg (58)          56 Station Road, Egham, Surrey,  Non-Executive         3 August 2007
                                 TW20 9LF, United Kingdom         Director
British
Christopher Molefe, (60)         No 10, 10th Avenue, Houghton,    Non-Executive         3 March 2008
                                 Johannesburg, South Africa       Director
South African

Severine Kazenene, (63 ) Zambian 905 Niel Road, Riverside,        Non-Executive         14 December 2007
                                 Chingola, Zambia                 Director



8.1               Directors of Kiwara subsidiaries



The subsidiaries of Kiwara have the following directors:


Name and nationality             Subsidiary                Principal occupation and   Date appointed to
                                                           function                   board
Colin Bird                       Kiwara BVI                Chief Executive            December 2006

British
Grant William Henderson          Kiwara Zambia             Non-Executive Director     February 2007

British
Peter Vivian-Neal                Kiwara Zambia             Chief Executive            February 2007

British
Moses Banda                      Kiwara Zambia             Non-Executive Director     June 2007

Zambian
Peter Vivian-Neal                Kalumbila                 Chief Executive            December 2006

British
Severine Kazanene                Kalumbila                 Chairman                   February 2007

Zambian
Dr Glasswell Nkonde              Kalumbila                 Non-Executive Director     February 2007

Zambian



9.                PRIMARY LISTING ON THE JSE

The JSE has approved the application for a primary listing of all the issued
ordinary shares of Kiwara in the "Industrial Metals and Mining - Non-Ferrous
Metals" sector of the JSE Main Board list under the share code "KWR", with
effect from the commencement of business on Thursday, 3 April 2008. Kiwara will
comply fully with the JSE Listing Requirements.

10.               COPIES OF THE FULL PRE-LISTING STATEMENT

Copies of the full Pre-listing Statement (in English only) can be obtained
during normal business hours from Thursday, 3 April 2008, for a period of
fourteen days, from the office of Kiwara (3rd Floor, 24 Ives Street, London, SW3
2ND, United Kingdom), the offices of Investec Bank Limited (100 Grayston Drive,
Sandown, Sandton, 2196, South Africa), the transfer secretaries and from the
company's website (www.kiwara.co.uk).







Kiwara Plc

Date of incorporation:                              11 October 1983

Place of incorporation:                             England

Investment Bank and Sponsor in South Africa:        Investec Bank Limited

Corporate law advisors in South Africa              Routledge Modise

Reporting accountants                               Moore Stephens

Technical advisor                                   Snowden Mining Industry Consultants

Transfer secretaries                                Computershare Investor Services


Enquiries:

Kiwara plc
Colin Bird, Chairman                                [phone]

Investec Bank (UK) Limited
Gerard Kisbey-Green / Jan Bosch                     [phone]

Bishopsgate Communications Ltd                      [phone]
Nick Rome






                      This information is provided by RNS
            The company news service from the London Stock Exchange
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