African Eagle Resources PLC African Eagle Resources Plc : Elephant Copper
August 30 2013 - 5:39AM
UK Regulatory
TIDMAFE
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
HUG#1726183
http://www.africaneagle.co.uk/
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