30 August 2013
African Eagle
Resources Plc
("African Eagle" or the
"Company")
Elephant
Copper
African Eagle notes an
announcement made on 29 August 2013 by RTG Mining Inc. (TSX:RTG),
regarding Elephant Copper Ltd. ("Elephant Copper").
As announced in the circular sent
to shareholders on 5 July 2013, African Eagle remains interested in
9,050,000 shares in Elephant Copper, representing approximately
14.4% of the issued share capital.
The full announcement made by RTG
Mining Inc. is set out below:
"SALE OF
INTEREST IN MKUSHI COPPER JOINT VENTURE FOR US$13.1M
29 AUGUST
2013
RTG Mining Inc. (TSX:RTG) (RTG) is
pleased to announce an agreement has been entered into for the sale
of RTG's 51% interest in the Mkushi Copper Project in Zambia for
US$13.1m (Transaction). The sale to our joint venture partner,
Elephant Copper Ltd. (Elephant Copper), is subject to conditions
precedent, with completion expected in mid September 2013.
The purchase price of US$13.1m
will be satisfied by the issue of US$6.6m in new fully paid
ordinary shares in Elephant Copper and a US$6.5m unsecured
redeemable convertible note (Convertible Note). The Convertible
Note will be repayable on or before 1 January 2015, unless
converted earlier, and will have an exercise price for conversion
equal to the lesser of US$0.45 and 1.36 times the IPO Price (as
defined in the agreement). Elephant Copper is in the process of
completing a "go public event" (IPO) through a transaction that
would, after obtaining regulatory approval, be the qualifying
transaction for Credent Capital Corp.
If Elephant Copper enters into an
"alternative transaction" (a sale of 20% or more of the shares or
assets in Elephant Copper or similar transaction) both parties have
rights to convert the US$6.6m share issue into a cash payment and
Elephant Copper is entitled to redeem the Convertible Note
early.
Elephant Copper has also agreed to
repay on or before 1 January 2014, certain debts owing to RTG,
which are currently in the order of US$1.35m.
ABOUT RTG
MINING INC.
RTG Mining Inc. is listed on the
main board of the TSX and is a mining exploration company focused
on identifying new gold development and operating acquisition
opportunities. RTG is now run by the previous management team of
CGA Mining Limited, which successfully merged with B2Gold Inc. in a
US$1.1bn scheme of arrangement in January 2013. RTG also holds a
51% interest in the Segilola Gold Project in Nigeria (in dispute),
the largest undeveloped gold resource identified in Nigeria and
holds a 51% interest in the Mkushi Copper Project in Zambia, the
subject of this announcement. At the Segilola Gold Project, Ratel
Group has identified an indicated resource of 520,000 ounces of
gold contained in 3,658,000 tonnes at a grade of 4.4g/t and an
inferred resource of 97,600 ounces of gold contained in 790,200
tonnes at a grade of 3.8g/t in accordance with NI 43-101.
NATIONAL
INSTRUMENT 43-101 COMPLIANCE
The technical information in this
news release has been reviewed by and approved by Mark Turner for
Ratel Group, and a Qualified Person under National Instrument
43-101 -Standards of Disclosure for Mineral Projects.
Mr. Alfred John Gillman of Odessa
Resources Pty Ltd, an independent qualified person experienced in
the style of mineralisation at the Segilola Gold Project, has
completed the resource statement for the Segilola Project as
referred to in this announcement, including verification of the
sampling, analytical and test data underlying the estimate.
Verification also included a site visit, database validation of
historical drill results and a review of sampling and assaying
protocols. The qualified person was satisfied with all of the
protocols used during the drilling, sampling and in the Segilola
resource estimate compilation and computation.
The technical information in this
news release has been reviewed by and approved by Mark Turner for
Ratel Group, and a Qualified Person under National Instrument
43-101 -Standards of Disclosure for Mineral Projects.
ENQUIRIES
Chairman - Michael Carrick |
CEO - Justine Magee |
Tel: +61 8 6489 2900 |
Tel: +61 8 6489 2900 |
Fax: +61 8 6489 2920 |
Fax : +61 8 6489 2920 |
Email: mcarrick@rtgmining.com |
Email: jmagee@rtgmining.com |
www.rtgmining.com
Cautionary
Note Regarding Forward Looking Statements
Certain statements contained in
this announcement constitute forward looking statements within the
meaning of applicable securities laws including, among others,
statements made or implied relating to RTG's objectives, strategies
to achieve those objectives, RTG's beliefs, plans, estimates and
intentions, and similar statements concerning anticipated future
events, results, circumstances, performance or expectations that
are not historical facts.
Forward looking statements
generally can be identified by words such as "objective", "may",
"will", "expect", "likely", "intend", "estimate", "anticipate",
"believe", "should", "plans" or similar expressions suggesting
future outcomes or events. All statements, other than statements of
historical fact, included herein including, without limitation;
statements about the completion of the Transaction, use of proceeds
and the business objectives of RTG, are forward-looking statements.
By their nature, such forward looking statements are not guarantees
of future performance and reflect RTG's current beliefs based on
information currently available to management. Such statements
involve estimates and assumptions that are subject to a number of
known and unknown risks, uncertainties and other factors inherent
in the business of RTG and the risk factors discussed in the Annual
Information Form and other materials filed with the securities
regulatory authorities from time to time which may cause the actual
results, performance or achievements of RTG to be materially
different from any future results, performance or achievements
expressed or implied by such forward looking statements. Those
risks and uncertainties include, but are not limited to: the mining
industry (including operational risks; risks in exploration, and
development; the uncertainties involved in the discovery and
delineation of mineral deposits, resources or reserves; and the
uncertainty of mineral resource and mineral reserve estimates); the
risk of gold, copper and other commodity price and foreign exchange
rate fluctuations; the ability of RTG to fund the capital and
operating expenses necessary to achieve the business objectives of
RTG; the uncertainty associated with commercial negotiations and
negotiating with foreign governments; the risks associated with
international business activities including disputes with joint
venture partners; risks related to operating in Zambia and Nigeria;
environmental risk; the dependence on RTG's key personnel; and the
ability of RTG to access capital markets.
Readers are cautioned not to place
undue reliance on these forward looking statements, which speak
only as of the date the statements were made and readers are
advised to consider such forward looking statements in light of the
risks set forth above. Except as required by applicable securities
laws, RTG assumes no obligation to update or revise any forward
looking statements to reflect new information or the occurrence of
future events or circumstances.
This press release does not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities, in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. The securities have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United
States, unless an exemption from such registration is
available."
- END
-
For further
information, please visit www.africaneagle.co.uk
or contact:
African
Eagle Resources plc
Robert McLearon, Managing
Director
+44 20 7248 6059
Strand
Hanson Limited (NOMAD)
Stuart Faulkner
Angela Hallett
James Dance
+ 44 20 7409 3494
Ocean
Equities Limited (Broker)
Guy Wilkes
+44 20 7786 4370
About African
Eagle
African Eagle Resources plc is
listed on the AIM Market of the London Stock Exchange (AFE) and
Johannesburg AltX (AEA) stock exchanges.
This
announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: African Eagle Resources PLC via Thomson Reuters
ONE
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