Premier African Minerals Limited Premier acquires further interest in MNH (1751C)

TIDMPREM

RNS Number : 1751C

Premier African Minerals Limited

06 February 2020

Premier African Minerals Limited / Ticker: PREM / Index: AIM / Sector: Mining

For immediate release

6 February 2020

Premier African Minerals Limited

Premier acquires further interest in MN Holdings Limited

The Board of Premier African Minerals Limited ("Premier" or the "Company") is pleased to announce that it has today agreed to acquire for US$200,000 a further 2% in MN Holdings Limited ("MNH"), the owner and operator of the Otjozondu Manganese Mining Project ("Otjozondu") in Namibia. On completion of the acquisition, Premier's interest in MNH will increase to 12%.

The Company has satisfied the consideration due through the issue of 171,074,444 new ordinary shares ("New Shares") at an agreed issue price of 0.09p per share for an aggregate consideration of GBP153,967. The New Shares have been issued in favour of Nera Consulting Limited ("Nera") who is the owner of MNH.

The New Shares will, when issued rank pari passu in all respects with the existing shares and represent 1.5 per cent. of the enlarged issued share capital of the Company. Application will be made for the New Shares to be admitted to trading on AIM and admission is expected to take place on or around 12 February 2020.

George Roach, Chief Executive of Premier commented, "This is another small step on the way to becoming independently cash generative, which will assist in our plans for the restarting of production at RHA Tungsten (Pvt) Limited and in due course, the long-awaited exploration and development of Zulu Lithium. MNH is one of very few Manganese producers able to lay claim to remain cash positive and profitable through the recent fall in Manganese prices, and with the recent reversal and more positive outlook for Manganese, our association with MNH bodes well for the future."

About the Otjozondu Manganese Mining Project

The Otjozondu Project is located some 450 kilometres east of Walvis Bay, a port town on the coast of Namibia which is currently used to ship manganese ores to international markets. The Project is located in a well-known and established manganese district that has been largely consolidated under Otjozondu, whose tenements cover an area of approximately 1,367 square kilometres and more than 114 kilometres of strike, of which only 14 kilometres has been explored to the point of declaration of a JORC resource. The area under tenement encloses an historic and successful manganese mining district. Otjozondu's operations are continuous from a number of open pits in an owner-miner environment. Processing to the extent necessary is through a crush screen and jig plant. All plant and equipment are owned by MNH. Otjozondu is wholly owned by MNH. Otjozondu' s current operational profile is as follows:

   --    Experienced management and operational team with proven operational success; 
   --    Currently exporting up to 10,000 tonnes lump ore per month at better than 35% Mn; 

-- Operations generated N$21.0 million (equivalent to US$1,428,000) to the year ending 30 June 2019;

   --    Marketing contract in place; 
   --    Established road/rail route to Walvis Bay; 
   --    Unused capacity exists in all facets of the operations; 
   --    Historic JORC 2004 (non-JORC 2012 compliant) resource, as set out further in Table 1 below; 

-- Otjozondu has an anticipated Exploration Target of 30 -50 million tonne grading at 23% - 27% Mn; and

   --    Further exploration potential with further inclusion of the tenements held by Purity Mining. 

Table 1: Summary Historic Resource at Otjozondu using a 15% Mn cut-off:

 
 Resource           Million   Mn%    Fe%    SiO(2)   Al(2)   BaO   P%     Contained 
  classification                                      O(3)                 Mn Tonne 
                                                      % 
                     Tonne                    %                % 
 Indicated          4.3       22.3   14.6   32.1     4.9     2.4   0.03   961,000 
                   --------  -----  -----  -------  ------  ----  -----  ---------- 
 Inferred           10.7      22.5   12.8   33.6     5.0     2.5   0.04   2,417,700 
                   --------  -----  -----  -------  ------  ----  -----  ---------- 
 Total              15.0      22.5   13.3   33.2     5.0     2.5   0.04   3,378,700 
                   --------  -----  -----  -------  ------  ----  -----  ---------- 
 

Notes:

   1.    Mineral Resources have been rounded and are stated both gross and net attributable to MNH. 

2. Otjozondu is the operator and owns 100% of the Otjozondu licence such that gross and net attributable Mineral Resources are the same. The historic Mineral Resources estimate was independently prepared for the previous owner, Shaw River Manganese Limited, by Cube Consulting Pty in December 2012 who classified and reported the resource in accordance with Reporting of Mineral Resources and Ore Reserves (JORC Code 2004- non-JORC 2012 compliant).

3. Premier has not independently verified or updated the Cube historic resource estimate. No adjustment or update has been made to the historic resource statement for any production by Otjozondu since the historic resource statement was prepared in December 2012.

MNH - Further AIM disclosures

MNH was incorporated in 23 February 2017 in Mauritius. MNH acquired the entire issued share capital of Shaw River Mauritius from Shaw River Manganese Limited for A$4.952 million in early 2018. Shaw River Mauritius indirectly owns the entire issued share capital of Otjozondu Mining (Pty) Limited ("Otjozondu"), a Namibian incorporated entity which owns and operates the Otjozondu Manganese Mining Project.

MNH has not published any results since incorporation as it acts solely as the holding company for purpose of acquiring Shaw River Manganese Limited.

The last audited reported accounts for Otjozondu are for the year ended 30 June 2018, for which revenue amounted to N$27 million (equivalent to US$1.8 million, see note below) and operating profit before tax (and interest charges to group companies) was N$0.3 million (equivalent to US$0.02 million). Total assets as at the same date amounted to N$14.2 million (equivalent to (US$0.9 million).

In the unaudited management accounts for 6 months ended 31 December 2019, Otjozondu reported revenue of approximately N$35 million (equivalent to US$2.4 million)) and an operating profit before tax (and interest charges to group companies) of approximately N$11million (equivalent to US$0.8 million). Total assets as at the same date amounted to approximately N$28 million (equivalent to US$1.9 million).

Note:

The current exchange rate of US$1.00/N$14.7 has been used to translate Otjozondu's results into US Dollars above.

Related Party

Mr. Neil Herbert is both a director of Premier and MNH. In addition, the maximum Loan Shares that Premier issued to MNH pursuant to the Loan Agreement as announced in July 2019, represented at that time more than 10% of Premier's then issued share capital. Accordingly, the proposed acquisition of a further 2% interest in MNH ("Transaction") is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the Independent directors (comprising the Board of Premier other than Mr. Herbert), having consulted with the Company's nominated adviser, consider that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Total Voting Rights

Following the issue of the New Shares, the Company's issued share capital consists of 11,437,146,024 ordinary shares, with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged the release of this announcement on behalf of the Company was George Roach.

Enquiries:

 
                      Premier African Minerals        Tel: [phone] 
 Fuad Sillem                   Limited                          922074 
 Michael Cornish /    Beaumont Cornish Limited    Tel: [phone] 
  Roland Cornish         (Nominated Adviser)                      3396 
                    ---------------------------  --------------------- 
 Jerry Keen/Edward   Shore Capital Stockbrokers   Tel: [phone] 
  Mansfield                    Limited                            4090 
                    ---------------------------  --------------------- 
 

Notes to Editors:

Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and natural resource development company focused on Southern Africa with its RHA Tungsten and Zulu Lithium projects in Zimbabwe.

The Company has a diverse portfolio of projects, which include tungsten, rare earth elements, lithium and tantalum in Zimbabwe, encompassing brownfield projects with near-term production potential to grass-roots exploration. The Company holds 5,010,333 shares in Circum Minerals Limited, the owners of the Danakil Potash Project in Ethiopia, which has the potential to be a world class asset. In addition, the Company holds a 10% interest in MN Holdings Limited, the owner and operator of the Otjozondu Manganese Mining Project in Namibia.

Glossary

 
" Al(2) O(3) "       Aluminium oxide. 
 "A$"                 Australian Dollars. 
 "BaO"                Barium oxide. 
 "dmtu"               Dry metric ton unit. Equivalent to 10 
 "Fe"                 kg of Mn 
                      Iron 
"JORC"               The Australasian Code for Reporting of 
 "lump ore"           Exploration Results, Mineral Resources 
                      and Ore Reserves, as published by the 
                      Joint Ore Reserves Committee of The Australasian 
                      Institute of Mining and Metallurgy, Australian 
                      Institute of Geoscientists and Minerals 
                      Council of Australia. 
                      Mine size specification 80% plus 10 mm/minus 
                      100 mm 
 "Mn"                Manganese. 
"Mineral Resources"  A concentration or occurrence of material 
 "N$"                 of intrinsic economic interest in or 
 "P"                  on the Earth's crust in such form, quality 
 "SiO(2) "            and quantity that there are reasonable 
                      prospects for eventual economic extraction. 
                      The location, quantity, grade, geological 
                      characteristics and continuity of a Mineral 
                      Resource are known, estimated or interpreted 
                      from specific geological evidence and 
                      knowledge. Mineral Resources are sub-divided, 
                      in order of increasing geological confidence, 
                      into Inferred, Indicated and Measured 
                      categories. 
                      Namibia Dollar. 
                      Phosphorus. 
                      Silicon dioxide. 
"Tonne"              Metric ton. 
 "ZAR"                South African Rand. 
 

Forward Looking Statements:

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identi ed by their use of terms and phrases such as "believe" "could" "should" "envisage" "estimate" "intend" "may" "plan" "will" or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements re ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements.

Qualified Person

Gerard Evans, Resource Geologist for Premier African Minerals, has reviewed and confirmed the technical detail set out herein in respect of Otjozondu is in line with the information provided by MN Holdings Limited. Gerard Evans has 27 years' experience in mining industry specialising in resource geology and holds a B.Sc Hons degree in geology from the University of the Witwatersrand. He is registered member of SACNASP (400015/08), GSSA and GASA.

ENDS

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February 06, 2020 03:00 ET (08:00 GMT)