Namibian Resources PLC Management Contract, New Directors and New Nomad (3598E)
May 09 2013 - 9:01AM
UK Regulatory
TIDMNBR
RNS Number : 3598E
Namibian Resources PLC
09 May 2013
9 May 2013
Namibian Resources plc
('Namibian' or 'the Company')
Management Contract, Appointment of new Directors and Nominated
Adviser
Namibian Resources plc, the AIM listed diamond producer in
Southern Africa, announces new arrangements for the management of
its existing assets in Namibia, which are intended to lead to an
expansion into other mining activities in southern Africa, together
with changes to its Board and Nominated Adviser.
Overview
-- Management contract signed with Southern Goshawk Resources
(Pty) Limited ("SG") under which SG will make available to the
Company the services of Michael Solomon and David Johnson,
currently directors of SG, to manage the Company's current and
future mining assets in Africa
-- Michael Solomon and David Johnson appointed directors of the Company
-- Oliver Plummer leaves the Board
-- Intention to acquire SG's mining assets in South Africa in
exchange for an issue of shares in the Company as soon as South
African regulatory approval is received
-- Grant Thornton UK LLP appointed as Nominated Adviser
Namibian's Chairman, Lord Sheppard of Didgemere, commented, "We
are delighted to welcome Michael Solomon and David Johnson to the
Board. Their wide experience in mining and finance in Southern
Africa is initially expected to give us the ability to accelerate
decisions on our Sonnberg diamond mine, and lead, in the short
term, to exciting prospects for expansion into the mining of other
minerals. At the same time I would like to thank Oliver Plummer,
who is retiring as a director, as well as Beaumont Cornish, our
retiring Nomad, for their efforts on behalf of the Company"
Management agreement
SG is the natural resources arm of the J&J Group, a South
African based investment holding and management company with
investments in a select group of companies. Under an agreement
dated 9 May 2013 SG will manage all the Company's mining assets in
Southern Africa. Initially these assets comprise the Sonnberg
diamond mine in Namibia, where SG will seek to finalise
negotiations on a new contract with Namdeb, which holds the mining
right, and evaluate the steps required to expand production at
Sonnberg to a level where it will generate profits on a sustainable
basis.
The management agreement also envisages that the Company will
acquire from SG, a subsidiary of SG which holds all the existing
mining and exploration rights of SG, initially in coal and copper.
The consideration for this acquisition will be the issue of 29.9%
of the share capital of the Company at the time of such
acquisition, as enlarged by the capitalisation of outstanding loans
to the Company by its existing directors. The share price for the
purposes of this transaction has been agreed at 3.9412 pence per
share, being the volume-weighted average price of the Company's
ordinary shares for the 30 days ended 28 February 2013. The
acquisition is intended to be completed as soon as permission is
received from the South African regulatory authorities.
Under the terms of the management agreement, SG will be entitled
to a success based incentive being 20% of the increase in value of
such mineral assets, to be settled in shares in the Company. The
success based incentive will be paid annually, with a clawback
mechanism designed to ensure that the incentive amounts to 20% of
the increase in the value of the mineral assets over the term of
the agreement.
In addition, the Company will be responsible for paying SG's
expenses in managing the Company's business, and any costs incurred
in acquiring assets. It is intended that these costs and expenses
be settled through the issue of shares in the Company.
New Directors
Michael Solomon and David Johnson are appointed as executive
directors with effect from today.
Michael Solomon (aged 60) has 34 years professional experience
as a practicing mining engineer within the mining industry in many
commodities including gold, platinum, diamonds and base metals as a
mining engineer and mine manager, and some 15 years in the
consulting engineering environment as a Senior Mining Engineer with
SRK Consulting and Principal Mining Engineer with EL Bateman and
The Mineral Corporation. Michael was appointed Chief Executive
Officer of Wesizwe Platinum Limited in 2004 and took the company
from primary exploration through bankable feasibility study and
listing on the Johannesburg Stock Exchange. During this period he
was successful in raising approximately USD 1 billion to fund the
project's capital construction and development. He is a Director of
ASX-listed Gold One where he serves as Chairman of the Audit and
Risk Committee as well as its Safety, Health and Environment
Committee. Michael sits on the Council of the Southern African
Institute of Mining and Metallurgy and is Chairman of the
Institute's Mineral Economics Committee. He also sits on the World
Economic Forum Global Agenda Council for Mining and Metals and the
United Nations Economic Commission on Africa Expert Group on
Beneficiation.
David Johnson (aged 50) has a banking and investing background
having both project and corporate finance experience with HSBC,
ABSA Bank, and Decorum Capital Partners, the managers of the New
Africa Mining Fund. Currently he is responsible for all investment
activities of the J&J Group, being its Chief Investment
Officer.
Further information on the directors as required by Schedule 2
paragraph (g) of the AIM Rules for Companies is provided in the
Appendix below.
In addition, Oliver Plummer, the Company's finance director, has
today resigned from the Board to concentrate on his accountancy
practice. External arrangements have been made for control of the
Company's finances, which will be overseen by another director,
Brian Moritz, who is a Chartered Accountant.
Nominated Adviser
Grant Thornton UK LLP has been appointed as the Company's
Nominated Adviser with immediate effect.
APPENDIX
INFORMATION ON NEW DIRECTORS
Director Current Directorships Past Directorships and
and Partnerships Partnerships
--------------------- ------------------------------- ---------------------------------
Michael Henry Loggia Investments (Pty) Hentiq 2795 (Pty) Ltd
Solomon Limited Africa Wide Mineral Prospecting
Southern Goshawk Resources (Pty) Ltd
(Pty) Limited Mineral Corporation Limited
Southern Goshawk Projects Pro Direct Investments
(Pty) Limited 257 (Pty) Ltd
Polmaise Colliery (Pty) Exclusive Technical Services
Limited (Pty) Ltd
Tigertrap Advisory (Pty) Weizwe Platinum Limited
Limited Bakubang Minerals Limited
Tigertrap Properties (Pty)
Limited
Notice Properties (Pty)
Limited
Rated Selection Props
(Pty) Limited
Gold One Limited
--------------------- ------------------------------- ---------------------------------
David Andrew Johnson Vredendal Solar Power Decorum Capital Advisory
Park (Pty) Ltd* Services (Pty) Ltd
Aurora-Rietvlei Solar Util Labs (Pty) Ltd
Power (Pty) Ltd* Utilvest (Pty) Ltd
First South Financial Decprop (Pty) Ltd
Services (Pty) Ltd Pepkor Ltd*
J and J Financial Services
(Pty) Ltd
Decorum Waterfront Investment
Holdings (Pty) Ltd
Solaire Contracting (Pty)
Ltd
Southern Goshawk Resources
(Pty) Ltd
Southern Goshawk Projects
(Pty) Ltd
Lesedi Nuclear Services
(Pty) Ltd*
Kingsbridge Homeowners
(Pty) Ltd
Friedshelf 1168 (Pty)
Ltd
Eon Consulting (Pty) Ltd
Kutlwano Engineering (Pty)
Ltd
Macquarie First South
(Pty) Ltd
KEC Consulting (Pty) Ltd
Element Investment Managers
(Pty) Ltd*
--------------------- ------------------------------- ---------------------------------
*Alternate Director
There is no further information required to be disclosed under
paragraph (g) of Schedule 2 of the AIM Rules for Companies
Enquiries:
Tony Carlton, Tel: 020 8726 0900
CEO Namibian Resources Plc
Colin Aaronson/Daniela Amihood, Tel: 0207 383 5100
Grant Thornton UK LLP, Nominated Adviser
This information is provided by RNS
The company news service from the London Stock Exchange
END
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