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TSX-V: AFF
AIM: AFF
TORONTO, April 17, 2013 /CNW/ - Afferro Mining Inc.
("Afferro" or the "Company"), the exploration and development
company focused on iron ore in Cameroon, notes today's announcement made by
International Mining and Infrastructure Corporation plc. ("IMIC")
regarding a potential offer for the entire issued and to be issued
share capital of the Company.
The potential offer is subject to a number of
pre-conditions including, but not limited to:
- successful raising of finance for the transaction;
- completion of documentation required to enact a reverse
takeover under the AIM Rules for the London Stock Exchange plc
("RTO"); and
- negotiation of an arrangement agreement.
Under the IMIC proposal Afferro shareholders
would be given three options for receiving consideration in respect
of their shares, namely:
- 80p in cash plus a convertible loan note of 20p, making a total
of 100p for each Afferro share; or
- 50p in cash plus a convertible loan note of 70p, making a total
of 120p for each Afferro share; or
- Shares in IMIC equivalent to a valuation of 140p for each
Afferro share
The cash portion in the above options will be
subject to a limit of US$100 million.
The convertible loan notes will carry a coupon of 8%, rolled up and
paid at the end of the 24 month duration of the loan notes or on
conversion into IMIC shares.
IMIC has advised the Company that, within 15
business days at the latest, it intends to provide written
undertakings that the minimum US$100
million cash is available to execute the above proposal.
IMIC has also advised that further fund raising is planned at the
time of IMIC's RTO, in order to leave the combined group with an
appropriate level of cash to undertake the further development of
the 100% owned Nkout, Ntem and Akonolinga iron ore projects as well
as the 70% held Ngoa project.
Afferro CEO Luis da
Silva said:
"The proposed IMIC offer announced today is
an endorsement of the strong progress that Afferro has made to
develop a portfolio of strategically located iron ore projects in
Cameroon. Metallurgical test work
at Nkout has shown that a premium quality concentrate can be
produced at a lower cost of production than initially anticipated.
In addition, Nkout's resource can support a long mine life,
highlighting the considerable value that the Afferro team has been
able to build.
We are encouraged to see continued strong
industry interest in Afferro and will continue to investigate
options as they are presented with shareholders' interests always
at the centre of everything we do. The update on the IMIC
discussions is a development that should be viewed positively
especially in respect of the Chinese consortium that IMIC has
assembled to address the iron ore infrastructure requirements of
the Nkout project. We look forward to further information in the
near term so that any eventual process may be further
clarified.
The Board of directors does not believe that
an informed decision can be taken by the Company until such time as
a more formal offer and satisfactory confirmation from IMIC's
financial advisers, is received. As such, Afferro advises
shareholders that no action should be taken at present and the
Company looks forward to further updating the market within 15
business days."
About Afferro Mining Inc.
Afferro is an established exploration and development company
listed on the TSX-V (AFF) and AIM (AFF). Afferro's portfolio
includes the 100% owned Nkout, Ntem and Akonolinga iron ore
projects. It also holds a 70% interest in the Ngoa project,
an exploration target bordering Nkout. Nkout comprises a
National Instrument 43-101 ("NI 43-101") compliant Indicated
Mineral Resource Estimate of 1.19Bt at 32.9% Fe and an Inferred
Mineral Resource Estimate of 1.33Bt at 30.3% Fe. The Company had
cash, cash equivalents and short-term deposits totaling
$89m on the 31st
December 2012.
Qualified Person
Howard Baker
(MAusIMM(CP)) has 18 years' experience in the mining industry and
10 years' experience in the exploration, definition and mining of
iron ore mineral resources. Mr Baker is a full-time employee of SRK
Consulting (UK) Ltd., an independent consultancy, and has
sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration, and to the
type of activity which he is undertaking to qualify as a Qualified
Person in accordance with National Instrument 43-101 and a
Competent Person as defined in the June
2009 Edition of the AIM Note for Mining and Oil & Gas
Companies. Howard Baker consents to
the inclusion in the announcement matters relating to the geology,
exploration results and mineral resources in the form and context
in which it appears and confirms that this information is accurate
and not false or misleading.
Forward-looking Statements
This announcement includes certain
forward-looking statements. All statements, other than statements
of historical fact, included herein are forward-looking statements
that involve various known and unknown risks and uncertainties as
well as other factors. Such forward looking statements are subject
to a number of risks and uncertainties that may cause actual
results or events to differ materially from current expectations,
including delays in obtaining or failure to obtain required
regulatory approvals. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements.
Information about the risks and uncertainties of
the Company's business is provided in its disclosure materials,
including its Annual Information Form and the MD&A for the 12
months ended 31 December 2011,
available under the Company's profile on SEDAR at www.sedar.com.
Although the Company has attempted to identify important factors
that could cause actions, events or results to differ materially
from those described in forward looking information, there may be
other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information. The
forward-looking information contained herein, speaks only as of the
date hereof (unless stated otherwise) and, except as may be
required by applicable law, Afferro disclaims any obligation to
update or modify such forward-looking statements, either as a
result of new information, future events or for any other
reason.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Afferro Mining Inc.
