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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Namibian Res | LSE:NBR | London | Ordinary Share | GB0034380625 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.325 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNBR
RNS Number : 3598E
Namibian Resources PLC
09 May 2013
9 May 2013
Namibian Resources plc
('Namibian' or 'the Company')
Management Contract, Appointment of new Directors and Nominated Adviser
Namibian Resources plc, the AIM listed diamond producer in Southern Africa, announces new arrangements for the management of its existing assets in Namibia, which are intended to lead to an expansion into other mining activities in southern Africa, together with changes to its Board and Nominated Adviser.
Overview
-- Management contract signed with Southern Goshawk Resources (Pty) Limited ("SG") under which SG will make available to the Company the services of Michael Solomon and David Johnson, currently directors of SG, to manage the Company's current and future mining assets in Africa
-- Michael Solomon and David Johnson appointed directors of the Company -- Oliver Plummer leaves the Board
-- Intention to acquire SG's mining assets in South Africa in exchange for an issue of shares in the Company as soon as South African regulatory approval is received
-- Grant Thornton UK LLP appointed as Nominated Adviser
Namibian's Chairman, Lord Sheppard of Didgemere, commented, "We are delighted to welcome Michael Solomon and David Johnson to the Board. Their wide experience in mining and finance in Southern Africa is initially expected to give us the ability to accelerate decisions on our Sonnberg diamond mine, and lead, in the short term, to exciting prospects for expansion into the mining of other minerals. At the same time I would like to thank Oliver Plummer, who is retiring as a director, as well as Beaumont Cornish, our retiring Nomad, for their efforts on behalf of the Company"
Management agreement
SG is the natural resources arm of the J&J Group, a South African based investment holding and management company with investments in a select group of companies. Under an agreement dated 9 May 2013 SG will manage all the Company's mining assets in Southern Africa. Initially these assets comprise the Sonnberg diamond mine in Namibia, where SG will seek to finalise negotiations on a new contract with Namdeb, which holds the mining right, and evaluate the steps required to expand production at Sonnberg to a level where it will generate profits on a sustainable basis.
The management agreement also envisages that the Company will acquire from SG, a subsidiary of SG which holds all the existing mining and exploration rights of SG, initially in coal and copper. The consideration for this acquisition will be the issue of 29.9% of the share capital of the Company at the time of such acquisition, as enlarged by the capitalisation of outstanding loans to the Company by its existing directors. The share price for the purposes of this transaction has been agreed at 3.9412 pence per share, being the volume-weighted average price of the Company's ordinary shares for the 30 days ended 28 February 2013. The acquisition is intended to be completed as soon as permission is received from the South African regulatory authorities.
Under the terms of the management agreement, SG will be entitled to a success based incentive being 20% of the increase in value of such mineral assets, to be settled in shares in the Company. The success based incentive will be paid annually, with a clawback mechanism designed to ensure that the incentive amounts to 20% of the increase in the value of the mineral assets over the term of the agreement.
In addition, the Company will be responsible for paying SG's expenses in managing the Company's business, and any costs incurred in acquiring assets. It is intended that these costs and expenses be settled through the issue of shares in the Company.
New Directors
Michael Solomon and David Johnson are appointed as executive directors with effect from today.
Michael Solomon (aged 60) has 34 years professional experience as a practicing mining engineer within the mining industry in many commodities including gold, platinum, diamonds and base metals as a mining engineer and mine manager, and some 15 years in the consulting engineering environment as a Senior Mining Engineer with SRK Consulting and Principal Mining Engineer with EL Bateman and The Mineral Corporation. Michael was appointed Chief Executive Officer of Wesizwe Platinum Limited in 2004 and took the company from primary exploration through bankable feasibility study and listing on the Johannesburg Stock Exchange. During this period he was successful in raising approximately USD 1 billion to fund the project's capital construction and development. He is a Director of ASX-listed Gold One where he serves as Chairman of the Audit and Risk Committee as well as its Safety, Health and Environment Committee. Michael sits on the Council of the Southern African Institute of Mining and Metallurgy and is Chairman of the Institute's Mineral Economics Committee. He also sits on the World Economic Forum Global Agenda Council for Mining and Metals and the United Nations Economic Commission on Africa Expert Group on Beneficiation.
David Johnson (aged 50) has a banking and investing background having both project and corporate finance experience with HSBC, ABSA Bank, and Decorum Capital Partners, the managers of the New Africa Mining Fund. Currently he is responsible for all investment activities of the J&J Group, being its Chief Investment Officer.
Further information on the directors as required by Schedule 2 paragraph (g) of the AIM Rules for Companies is provided in the Appendix below.
In addition, Oliver Plummer, the Company's finance director, has today resigned from the Board to concentrate on his accountancy practice. External arrangements have been made for control of the Company's finances, which will be overseen by another director, Brian Moritz, who is a Chartered Accountant.
Nominated Adviser
Grant Thornton UK LLP has been appointed as the Company's Nominated Adviser with immediate effect.
APPENDIX
INFORMATION ON NEW DIRECTORS
Director Current Directorships Past Directorships and and Partnerships Partnerships --------------------- ------------------------------- --------------------------------- Michael Henry Loggia Investments (Pty) Hentiq 2795 (Pty) Ltd Solomon Limited Africa Wide Mineral Prospecting Southern Goshawk Resources (Pty) Ltd (Pty) Limited Mineral Corporation Limited Southern Goshawk Projects Pro Direct Investments (Pty) Limited 257 (Pty) Ltd Polmaise Colliery (Pty) Exclusive Technical Services Limited (Pty) Ltd Tigertrap Advisory (Pty) Weizwe Platinum Limited Limited Bakubang Minerals Limited Tigertrap Properties (Pty) Limited Notice Properties (Pty) Limited Rated Selection Props (Pty) Limited Gold One Limited --------------------- ------------------------------- --------------------------------- David Andrew Johnson Vredendal Solar Power Decorum Capital Advisory Park (Pty) Ltd* Services (Pty) Ltd Aurora-Rietvlei Solar Util Labs (Pty) Ltd Power (Pty) Ltd* Utilvest (Pty) Ltd First South Financial Decprop (Pty) Ltd Services (Pty) Ltd Pepkor Ltd* J and J Financial Services (Pty) Ltd Decorum Waterfront Investment Holdings (Pty) Ltd Solaire Contracting (Pty) Ltd Southern Goshawk Resources (Pty) Ltd Southern Goshawk Projects (Pty) Ltd Lesedi Nuclear Services (Pty) Ltd* Kingsbridge Homeowners (Pty) Ltd Friedshelf 1168 (Pty) Ltd Eon Consulting (Pty) Ltd Kutlwano Engineering (Pty) Ltd Macquarie First South (Pty) Ltd KEC Consulting (Pty) Ltd Element Investment Managers (Pty) Ltd* --------------------- ------------------------------- ---------------------------------
*Alternate Director
There is no further information required to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules for Companies
Enquiries:
Tony Carlton, Tel: 020 8726 0900 CEO Namibian Resources Plc Colin Aaronson/Daniela Amihood, Tel: 0207 383 5100 Grant Thornton UK LLP, Nominated Adviser
This information is provided by RNS
The company news service from the London Stock Exchange
END
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