TIDMPREM
RNS Number : 6132U
Premier African Minerals Limited
19 January 2017
Premier African Minerals Limited / Ticker: PREM / Index: AIM /
Sector: Mining
For immediate release
19 January 2017
Premier African Minerals Limited
("Premier" or the "Company")
Board appointment and corporate update
Premier African Minerals Limited (AIM: PREM), the London-quoted
mining and exploration company is pleased to announce the
appointment today of Mr Russel Swarts as a Non-Executive Director
as well as other corporate developments set out below.
Highlights:
-- Appointment of Mr Russel Swarts as Non-Executive Director
-- Settlement of Loan Facility with AgriMinco
-- Subscription for an additional 20 Loan Notes
-- Appointment of Beaufort Securities Limited as joint broker to the company
George Roach, CEO and Chairman commented: "I'm delighted to
welcome Mr Swarts to the Board. Mr Swarts brings a wealth of
experience and has made a significant contribution to the
consolidation and management of the Company's finance and
accounting functions in Southern Africa since he started working
with us as a consultant last year.
I am also pleased to have agreed the offset settlement of the
existing loans between AgriMinco Corp. and the Company. In
addition, the appointment of Premier as a strategic advisor to
AgriMinco provides an opportunity for us to consider further
opportunities in association with AgriMinco. AgriMinco is a
Canadian Public Corporation and has a significant tax loss.
The subscription for a further 20 Loan Notes is entirely in
support of the development works underway at RHA at present. In
this regard, RHA remains on target for completion of the XRT
installation and re-commencement of production during the first
quarter of 2017."
Appointment of Mr Russel Swarts
The Company has appointed today Mr Swarts as a non-executive
director. Mr Swarts qualified as a Chartered Accountant (South
Africa) in 1989, having served articles with Price Waterhouse in
Johannesburg. After leaving the profession in 1991, Mr Swarts took
up senior financial roles within a number of JSE listed South
African companies. Subsequently, Mr Swarts was appointed as Chief
Executive Officer of a specialist telecommunications group in South
Africa before taking on a director role at a private equity
investment group involved in energy and natural resources. Mr
Swarts spent five years as Chief Financial Officer (non-Board) of
AIM-traded URU Metals Ltd.
Mr Swarts has extensive experience in Southern African and
international listed entity reporting, rules and regulations,
corporate governance, mergers and acquisitions, specialist
financing, strategic planning and group restructuring. Mr Swarts
will continue to act as a consultant and provide ongoing oversight
of the financial management of the Company.
Settlement of AgriMinco Loan Facility
Premier had entered into a two year US$250,000 loan facility
with AgriMinco Corp. ("AgriMinco"), as announced on 27 April 2015,
to help fund inter alia Premier's continuing construction of the
RHA Tungsten Project ("Loan Facility"). Premier agreed not to
request repayment of the historic amounts due from AgriMinco to
Premier, amounting to US$195,578.88 ("Historic Amounts") prior to
repayment of the Loan Facility.
Premier and AgriMinco ("the Parties") have today agreed to
settle the Loan Facility, subject to TSX Exchange approval, whereby
the outstanding amount owed by Premier under the Loan Facility
(amounting to US$260,922.39 including accrued interest) will be
offset by the Historic Amounts owed by AgriMinco (amounting to
US$195,578.88). The net balance owed by Premier is US$65,343.51 and
Premier will repay AgriMinco in four equal instalments of
US$12,335.88 from 15 March 2017, with an initial amount of
US$16,000 on execution of the settlement agreement.
In addition, the Parties have agreed that Premier will act as an
exclusive strategic advisor to AgriMinco for a period of 12 months
("Exclusivity Period"):
(i) to examine AgriMinco's capital structure and to provide
AgriMinco with a restructuring proposal(s) (the "Proposals");
(ii) to facilitate and manage any and all negotiations,
agreements and execution of such Proposals;
(iii) provide general strategic corporate finance advice and
assist with negotiating, agreeing and executing an equity
investment or debt facility while also evaluating any other
strategic options available.
If, after the Exclusive Period, AgriMinco wishes to enter into
any of the Proposals with a third party, Premier has a right of
first refusal to enter into any such Proposals on terms no worse
than those offered to the third parties.
Loan Notes
The Company has today issued a further 20 Loan Notes of the
available 48 Loan notes as part of the Issue Date Two and Three of
the Loan Note agreement with Darwin Capital Limited ("Darwin"),
full terms of which were set out in the announcement dated 22
August 2016. The 20 Loan Notes have a gross value of GBP500,000
which will be used for the continuing development of the RHA mine
as well as general working capital purposes. Darwin will be issued
with 42,857,143 warrants at 0.35 pence per warrant as part of the
subscription.
Appointment of joint broker
The Company has today appointed Beaufort Securities as joint
broker to the Company.
Further AIM Disclosures
Mr Russel Edwin Swarts, aged 56, has held the following
directorships and/or partnerships in the past five years:
Current: Past:
---------------------------- -----------------------
CRV Computing (Pty) Ltd Leafy Lane Home Owners
Association
AgriMinco Corp. The Front Row Advisory
(Pty) Ltd
Process Application Systems
(Proprietary) Limited
---------------------------- -----------------------
Mr Swarts will be a non-independent non-executive director (by
virtue of his continuing consultancy services). Mr Swarts does not
currently own shares or options in the Company. There is no further
information on Mr Swarts required to be disclosed under Schedule
Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.
Forward Looking Statements:
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"will" or the negative of those, variations or comparable
expressions, including references to assumptions. These forward
looking statements are not based on historical facts but rather on
the Directors' current expectations and assumptions regarding the
Company's future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. A number of
factors could cause actual results to differ materially from the
results discussed in the forward looking statements including risks
associated with vulnerability to general economic and business
conditions, competition, environmental and other regulatory
changes, actions by governmental authorities, the availability of
capital markets, reliance on key personnel, uninsured and
underinsured losses and other factors, many of which are beyond the
control of the Company. Although any forward looking statements
contained in this announcement are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with such forward
looking statements.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Enquiries:
Premier African Minerals Tel: +44 (0)7734
Fuad Sillem Limited 922074
------------------ --------------------------- ------------------
Michael Cornish Beaumont Cornish Tel: +44 (0) 207
/ Roland Cornish Limited 628 3396
(Nominated Adviser)
------------------ --------------------------- ------------------
Jerry Keen/Edward Shore Capital Stockbrokers Tel: +44 (0) 207
Mansfield Limited 408 4090
------------------ --------------------------- ------------------
Beaufort Securities Tel: +44 (0) 20
Jon Belliss Limited 7382 8300
------------------ --------------------------- ------------------
Charles Goodwin/ Yellow Jersey PR Tel: +44 (0) 7747
/Harriet Jackson Limited 788221
------------------ --------------------------- ------------------
Notes to Editors:
Premier African Minerals Limited (AIM: PREM) is a
multi-commodity mining and natural resource development company
focused in Southern and Western Africa with production started at
its flagship RHA project in Zimbabwe.
The Company has a diverse portfolio of projects, which include
tungsten, rare earth elements, gold, lithium and tantalum in
Zimbabwe and Benin, encompassing brownfield projects with near-term
production potential to grass-roots exploration. The Company
recently acquired a 52% controlling stake in Mozambique-based TCT
Industrias Florestais Limitada, which owns a substantial limestone
deposit and forestry business located on rail in the Sofala
Province of Mozambique. In addition, The Company holds 2 million
shares in Circum Minerals Limited ("Circum"), the owners of the
Danakil Potash Project in Ethiopia, which has the potential to be a
world class asset. At present those shares are valued at US$4
million based on the latest price at which Circum has accepted
subscriptions. Premier also has a 4.5% interest in Casa Mining
Limited, a privately-owned exploration company that has a 71.25%
interest in the 1.2 million ounce inferred resource Akyanga gold
deposit in the DRC.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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