Share Purchase and Option Agreement
May 05 2009 - 3:33AM
UK Regulatory
TIDMDMR
RNS Number : 6691R
Dimension Resources Ld
05 May 2009
5 May 2009
DIMENSION RESOURCES LIMITED
("Dimension Resources" or the "Company")
Share Purchase and Option Agreement
Dimension Resources, the natural resources company, announces that it has agreed
to expand its portfolio of interests in African mining companies by the
acquisition of an 18 per cent. stake in Societe Congo Mining Company Sprl
("Geminaco"), a company which owns exploration rights in the Democratic Republic
of Congo, from its controlling shareholder, African Mining Investments Ltd.
This is in line with Dimension Resources' existing strategy for expansion.
African Mining Investments Ltd is a newly formed company intended to facilitate
this deal, and its share capital will actually be issued between now and
completion. There are a number of shareholders, none of whom controls it
individually, but as a group it is controlled by the founder directors of
Geminaco, Paul Lemmon, J. François Lalonde and Bernard J. Tourillon, who will
hold about 75% between them. Their CVs are below.
Dimension Resources will issue 124,339,876 new ordinary shares ("Consideration
Shares") as consideration for the stake in Geminaco. The contract is conditional
on a fund raising by the Company of GBP200,000 by 30 May 2009. The Consideration
Shares will rank pari passu with the Company's existing ordinary shares and
their admission to trading on AIM is expected to take place following
completion. The percentage of the Company's total issued share capital
represented by the Consideration Shares will be announced on completion.
In addition, Dimension Resources has been granted an option, which is valid for
two years from the date of the agreement, over the balance of the issued share
capital in Geminaco. The Company will issue a further 342,062,667 new ordinary
shares at 0.5p per share on exercise of the option. Should the Company choose to
exercise this option, it is likely that this would constitute a reverse
transaction under Rule 14 of the AIM Rules for Companies and shareholder
approval would be sought.
Geminaco is a gold exploration company, which owns the rights to 6 Exploration
permits (Permis des recherces) PR in the Eastern Democratic Republic of Congo.
The permits total approximately 235 sq km, ranging in size from 12sq.km.to 108
sq, km. in area and the permits are numbered as follows west to east; PR 8500,PR
7971, PR 7811, R 7587, PR 8501 & PR 7972. The PRs are stuated in the territory
of Walikale, District of North Kivu, Territory of Punia, District of Maniema,
Territory of Banalia, District of Tshopo, Territory of Masisi, District of North
Kivu and Territory of Rutshuru, District of North Kivu.
Brian Moritz, Non-executive Chairman of Dimension Resources, said,
"We are delighted to announce this stake in Geminaco, which represents an
exciting development in our strategy to invest in complementary mining
businesses. We look forward to supporting the Geminaco's further development."
Contacts:
Brian Moritz (Chairman) 07976 994300
Colin Aaronson (Grant Thornton - Nominated Adviser) 020 7728 2942
Controlling shareholders of African Mining Investments Ltd
J. François LALONDE, P.Eng
Mr. Lalonde is a civil engineer with international experience having worked for
various world renowned construction and engineering companies such as
SNC-Lavalin based in Canada and BOUYGUES Travaux Publics based in France. He
also participated to the development of international markets for POMERLEAU
Group, a Quebec-based construction company. He has conducted business
extensively throughout Africa and the Middle East on behalf of these companies
since 1986. He was involved with the construction of several projects as varied
as toll road highways, high voltage power lines, hydro-electric dam, heavy
industrial projects and commercial high rises.
He also has held various board positions with business ventures and charitable
volunteer organisations as well as partisan politics in Canada, where he was
President of the Liberal Federal Association of the LaSalle-Emard riding
represented at the Canada House of Commons by The Right Honourable Paul Martin.
Mr. Lalonde has consider experience in the Democratic Republic of Congo.
Bernard J. Tourillon, M.BA
Mr. Tourillon is President and CEO of Uranium Bay Resources Inc. (TSX: UBR), and
Executive Vice-president and CFO of Afri-Can Marine Minerals Corporation (TSX:
AFA). Mr. Tourillon, B.A.A.; MBA joined Uranium Bay in 2006, where he has been
instrumental in transforming the Corporation into a significant player into the
Uranium exploration field in Quebec, and he joined Afri-Can in 1994 as Executive
Vice President and CFO, where with Mr. Léveillé, he has been instrumental in
transforming the Corporation into a significant participant in the marine
diamond exploration industry in Namibia. He has 18 years of experience in
resources development managing, international finance, manufacturing and
brokerage.
Paul Lemmon P.Geo, ProfGrad IMMM, FGS
Mr. Lemmon is Chief Geologist Fundy Minerals and serves as Chief Technical
Officer of Crystal River Resources PLC and Executive Director of the Canadian
Liberian Humanitarian Foundation. Lemmon has experience in Canada, US oil and
gas exploration, Liberia, Mali, South Africa, Tanzania, DR Congo, and Guyana.
Lemmon has been a member of the Prospectors & Developers Association for many
years, and member of the Canadian Institute of Mining, Metallurgy & Petroleum.
Lemmon is a graduate in Geology from Mount Allison University, and studied at
Universite of Strasbourg. He is a Professional GeoScientist with the New
Brunswick Association of Professional Engineers and GeoScientists, and Fellow of
the Geological Society of London (UK), and Professional Graduate of the UK
Institute of Materials, Minerals and Mining.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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