NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Editors Note: There are two maps associated with this press release.
Mukuba Resources Limited ("Mukuba") (TSX VENTURE:MKU) is pleased to announce
that it has signed a definitive acquisition agreement (the "Acquisition
Agreement") with Benzu Resources Limited ("Benzu Resources") dated January 16,
2013. Pursuant to the Acquisition Agreement and subject to a number of
conditions, Mukuba will acquire all of the copper assets held by Benzu Resources
in the Katanga Copper Belt of the Democratic Republic of Congo ("DRC") in return
for Mukuba shares that will be issued directly to certain shareholders of Benzu
Resources. Benzu Resources is Mukuba's joint venture partner at the Cominex
Project in the DRC.
The Cominex Project is adjacent to the eastern boundary of the Tenke-Fungurume
Copper/Cobalt Mine operated by Freeport-McMoRan Gold and Copper and owned by
Freeport, Lundin Mining and the DRC Government via the state-owned mining
company Gecamines. Among other assets, Mukuba and Benzu Resources respectively
hold 23.8% and 46.2% indirect interests in the Cominex Project, via their 34%
and 66% (respectively) ownership in the joint venture company Benzu Copper DRC
Incorporated ("BCI").
For a summary of the exploration progress at the Cominex Project, please see
Mukuba's press release dated 19 November 2012. Mukuba will provide additional
technical information and expects to file a geological report in respect of the
Cominex Project in the near future.
The transaction will constitute a reverse takeover (the "RTO") under the
policies of the TSX Venture Exchange (the "Exchange"). Concurrent with the RTO,
the parties intend to complete a brokered private placement to raise a minimum
of CDN$2,000,000 (the "Offering") and change the name of Mukuba to "Ngoyo
Resources Ltd." ("Ngoyo" or "New Mukuba").
Benefits of the Transaction
Benefits of the Transaction to Mukuba shareholders include:
-- Project Consolidation. Cominex Project ownership will increase from
23.8% to 70.0%.
-- Complimentary Asset Base. In addition to consolidating the Cominex
Project, New Mukuba will acquire interests in the Lubudi East and Lubudi
North copper projects in the Katanga Copper Belt of the DRC. New Mukuba
will retain its Zambian copper interests.
-- Experienced Operating Team. Benzu Resource's operating and executive
team, with decades of exploration and development experience in sub-
Saharan Africa, will join New Mukuba and operate the in-country
exploration programs in both DRC and Zambia.
Mukuba Chairman, John Hawkrigg states: "We are delighted to consolidate a 70%
interest in the flagship Cominex Project in addition to securing the Lubudi East
and Lubudi North properties for the benefit of Mukuba shareholders. The
transaction combines the companies' DRC and Zambian copper assets, the Benzu
Resources team and their exceptional DRC, Zambian and regional African
experience that will permit New Mukuba to develop the potential of its projects.
Finally, I would like to thank Mukuba directors Michael Smyth and Danny Keating
who will be stepping aside in favour of the incoming board members for their
exceptional dedication to Mukuba."
Benzu Resources CEO and incoming President & CEO of New Mukuba, Ben Smit states:
"Consolidating the copper assets of Benzu Resources and Mukuba makes perfect
business sense for shareholders and will allow New Mukuba to re-create itself as
Ngoyo - a stronger, diversified and dedicated copper exploration company. As a
significant shareholder myself, I intend to build a robust copper explorer with
a footprint in multiple jurisdictions in order to create value for all
shareholders. Ngoyo, whilst initially focusing on its flagship Cominex Project,
will continue to assess new exploration opportunities in order achieve critical
mass to generate further shareholder value. There is no doubt in my mind that
the copperbelt of the DRC and Zambia is the most lucrative destination for
copper exploration in Africa. Ngoyo will have an experienced and respected
technical team that will allow the company to extract full value from our
opportunities. I am confident that the next twelve months will be significant in
the evolution of the company and I am excited with the prospect of working with
the entire Ngoyo team."
To view Fig. 1 and Fig. 2 of the "Relative Location of the Benzu Resources
Copper Interests being acquired by Mukuba", please visit the following links:
http://www.marketwire.com/library/20130121-Benzu1.jpg
http://www.marketwire.com/library/20130121-Benzu2.jpg
Background to Benzu Resources' Copper Assets
Benzu Resources holds its 46.2% indirect interest in the Cominex Project via its
66% ownership of BCI, a company incorporated in the Cayman Islands. Mukuba has
earned 34% of BCI by spending approximately $2 million at the Cominex Project in
accordance with the Option and Shareholders Agreement between Mukuba and Benzu
Resources dated 21 April 2011. BCI, in turn, owns 70% of the Cominex Project via
an Agreement in relation to a Copper and Base Metals Exploration Project in the
DRC between Benzu Resources, Congo Minerals Exploration SPRL ("Cominex SPRL")
and certain other parties dated 30 June 2010, which agreement was assigned to
BCI on or about 14 June 2011. The remaining 30% of the Cominex Project is owned
by local DRC partners who have a carried interest through the delivery of a
feasibility study.
Benzu Resources holds an option to acquire a 75% indirect interest in the Lubudi
East and Lubudi North Copper Projects via its 100% subsidiary Benzu DRC Copper
Exploration Ltd. ("BCL"), a company incorporated in Guernsey. BCL, in turn,
holds an option to acquire a 75% interest in the Lubudi East and Lubudi North
Copper Projects in accordance with the Exploration and Option Agreement between
Simeon Tshisangama and Benzu Resources dated 22 November 2010, which agreement
was assigned to BCL on 15 May 2012.
Key Terms of the Acquisition Agreement
Subject to all requisite approvals, on or prior to the closing of the RTO (the
"Closing Date"), Mukuba will transfer its 34% interest in BCI to a new,
wholly-owned subsidiary ("M Subco") and Benzu Resources will transfer its 66%
interest in BCI and its 100% interest in BCL to a new, wholly-owned subsidiary
("B Subco"). Each of M Subco and B Subco will be incorporated under the laws of
Ontario. Also prior to the Closing Date, Benzu Resources will distribute 100% of
the shares in B Subco to the Benzu Resources shareholders set out below (the
"Benzu Shareholders"). M Subco and B Subco will then amalgamate under Ontario
law to form "Amalco". Amalco will become a wholly-owned subsidiary of Mukuba and
the Benzu Shareholders will receive Mukuba shares in return for their shares in
B Subco.
The Benzu Shareholders will collectively receive 69,663,687 Mukuba shares,
representing 65% of the issued and outstanding Mukuba shares upon giving effect
to the amalgamation, but before the Offering, the Benzu Loan Shares (discussed
below), or any other issue of Mukuba shares. The Benzu Shareholders are:
Westward Investments Ltd. (Guernsey) represented by Artemis Corporate
Directors (Guernsey)
3 Oceans Resources Ltd. (Hong Kong) represented by Sovereign Trust (Hong
Kong) Limited
Mora Trust (Guernsey) represented by Artemis Trustees (Guernsey)
Shapinsay Trust (Guernsey) represented by Artemis Trustees (Guernsey)
Anabela Gomes De Carvalho (Angola)
Salifou Napon (South Africa)
Photon Global Limited (BVI)
Annabel Louise Redford (United Kingdom)
Fiona McFarland (Spain)
Blackrock Consulting Limited (BVI) represented by Pan Trust
International, S.A. (Panama)
BCI currently owes Benzu Resources approximately US$284,000 (the "Benzu Loan
Amount") in connection with working capital advances provided to date by Benzu
Resources. On or prior to the Closing Date and subject to Exchange approval, the
Benzu Loan Amount will be converted into B Subco shares (the "Benzu Loan
Shares") and distributed to the Benzu Shareholders listed above on a pro-rata
basis. The Benzu Loan Shares in B Subco will subsequently be exchanged for New
Mukuba shares on a one-for-one basis pursuant to the terms of the amalgamation.
The number of Benzu Loan Shares in B Subco to be issued to the Benzu
Shareholders will be calculated by dividing the Benzu Loan Amount by the product
of (a) the financing price of the Offering multiplied by (b) the noon CDN/USD
exchange rate of the Bank of Canada as at the conversion date.
Mukuba and Benzu Resources expect to close the RTO in the second quarter of
2013. The Acquisition Agreement will terminate in the event the parties fail to
close the RTO on or prior to 30 June 2013, unless a later date is otherwise
mutually agreed to by the parties.
Conditions for Closing
The Acquisition Agreement provides that closing of the RTO is subject to several
conditions, including among other things:
a. receipt of all regulatory approvals, including that of the Exchange;
b. requisite approvals of the various transactions contemplated by the
Acquisition Agreement and the RTO from the directors and shareholders of
Mukuba and Benzu Resources, as applicable;
c. closing of the Offering, as described below.
There can be no assurance that the RTO will be completed as proposed or at all.
Directors, Officers, Insiders & Name of New Mukuba
Upon completion of the RTO, Mukuba proposes to change its name to Ngoyo
Resources Ltd.
The proposed board of directors of Ngoyo will consist of John Hawkrigg,
Non-Executive Chairman, Ben Smit, Martin Horgan, Greg Murphy, Paul Nelson and
Kelly Ehler.
The officers of Ngoyo will be Ben Smit (President and Chief Executive Officer),
Rahi Nathwani (Chief Financial Officer and Secretary), and Cesare Morelli (Vice
President Exploration).
Mr. John Hawkrigg is Vice Chairman of HUB International HKMB, one of Canada's
largest privately owned commercial insurance brokerages, and has more than 20
years' experience in the insurance industry. He is Chairman of Mukuba and has
been on the Mukuba board since January 2008. John also sits on the boards of
NexgenRX Inc., Ferrox Holdings Ltd., and Ebony Resources Ltd. Previous
directorships include the Canadian Finance and Leasing Association (CFLA) and
Eastern Platinum Limited.
Mr. Ben Smit is the founder and CEO of Benzu Resources and Chairman of Aurigin
Resources Inc. He has nearly 30 years of project management and business
experience on the African continent. Ben began his career in resources, managing
mining and exploration projects in Malawi, Zambia and Angola. Subsequently he
was General Manager for LSE-listed Petra Diamonds in Angola, responsible for the
entire spectrum of exploration activities. He has an MBA from the University of
Liverpool with a focus on Western business on the African continent and is a
Fellow of the Institute for Leadership and Management. Through 3 Oceans
Resources Ltd., Ben is a significant shareholder of Benzu Resources and may,
subject to the number of Mukuba shares issued pursuant to the Offering and in
connection with the Benzu Loan, hold more than 10% but less than 20% of New
Mukuba.
Mr. Martin Horgan is a director of Mukuba and is founder and CEO of Toro Gold, a
private company with gold exploration properties in Equatorial Africa including
Senegal, Guinea, Mali, Gabon, Central African Republic and Sudan. A mining
engineer by training, Martin has worked across numerous areas of the mining
sector including as an engineer for Gold Fields in South Africa, for Steffen
Robertson & Kirsten (SRK) in the UK and RSA offices, at Barclays Capital and as
Executive Director of BDI Mining Corp. At Barclays his responsibilities included
the origination and execution of mining project finance and advisory business
across the African and the Middle East regions, global responsibility for the
technical appraisal and review of all investments, environmental and social
compliance of the investments in line with international standards and the
financial modeling of all transactions. As Executive Director of AIM listed BDI
Mining, Martin was part of the team that negotiated the sale of the Company to
Gem Diamonds in 2007.
Mr. Greg Murphy is a director of Benzu Resources and has over 25 years of
international investment industry experience in Toronto, London and New York. He
is currently CEO of Lakeshore Capital group of companies and non-executive
director of Aurigin Resources Inc. Previously held positions include former head
of equity derivatives at Midland Walwyn / Merrill Lynch Canada, First Marathon
and Gordon Capital. Greg gained his BA (Economics) from the University of
Western Ontario in 1983.
Mr. Paul Nelson is the Chief Financial Officer and director of Benzu Resources.
Paul is a member of the South African Institute of Chartered Accountants and has
been active in the development of various African resource ventures over the
last three years. Prior to this he was a registered auditor providing auditing
and related services to clients in a variety of industries.
Mr. Kelly Ehler is President and CEO of Mukuba and CEO of Corporate Finance
Outsource Inc., a private accounting and tax advisory firm. He is a director of
Sparcap One Ltd., Ferrox Holdings Ltd. and Environmental Resource Investments
PLC (Colombo Stock Exchange). Former CFO of GeoInformatics Exploration Inc. (now
Kiska Metals Corporation) and former Vice-President of Morguard Corporation.
Kelly has worked in various capacities with a number of public and private
companies in the mining, technology, manufacturing and real estate development
industries.
Mr. Rahi Nathwani has over 15 years of experience with financial aspects of
businesses including accounting practices, budgeting and forecasting, financial
planning, interface with the financial community, financial analysis,
acquisitions and ventures, and monitoring of financial performance. He has
extensive knowledge of accounting and financial reporting issues facing small
and mid-sized listed entities. Rahi is CFO of Aurigin Resources Inc., completed
his schooling in England and holds the Canadian CA and the US CPA designations.
Mr. Cesare Morelli is a director of Benzu Resources and is geologist with over
25 years' experience in exploration in Africa with De Beers and is a former
regional exploration manager for BHP Billiton, Africa. He is Vice President
Exploration for Aurigin Resources Inc. He has been involved with the exploration
of commodities such as diamonds, gold, iron, copper and manganese. Cesare
graduated with honours in Geology from the Universite Libre de Bruxelles in 1986
and is a Member of the Geological Society of South Africa.
Through Westward Investments Ltd., Mr. Adonis Pouroulis is a significant
shareholder of Benzu Resources and may, subject to the number of Mukuba shares
issued pursuant to the Offering and in connection with the Benzu Loan, hold more
than 10% but less than 20% of New Mukuba. Mr. Pouroulis is one of the founders
of the Benzu Group and is a mining entrepreneur whose expertise lies in the
discovery and exploration of natural resources. Adonis is also Chairman of
Chariot Oil and Gas, an AIM listed oil and gas explorer in Namibia and Petra
Diamonds Ltd., which he founded and listed on the London's AIM Market in 1997.
Petra is now one of the largest independent diamond producers in Africa and
trades on the main board of the LSE. He has been influential in the structuring,
financing and listing of a number of companies with exploration and mining
projects across Africa.
The Offering
Prior to closing of the RTO, Benzu Resources (through B Subco) is required to
have completed a private placement to raise minimum gross proceeds of
CDN$2,000,000 to be priced in the context of the market.
Further details of the Offering, including the use of the net proceeds from the
Offering, will be set out in future announcements and shareholder disclosure
from Mukuba.
Trading Halt
Mukuba's shares are currently halted and Mukuba anticipates they will remain
halted until either documentation required by the Exchange for the proposed RTO
can be provided to the Exchange, or such other date up to and including the
Closing Date.
Capitalization
Mukuba currently has 37,511,212 common shares outstanding plus 375,000 options
(at exercise prices of $1.08 or greater) and 13,800,281 warrants (of which
13,750,000 warrants are at $0.16 until September 2014). On the issuance to the
Benzu Shareholders of 69,663,687 Mukuba common shares, there will be 107,174,899
shares outstanding. Benzu Resources currently holds 1,666,667 Mukuba shares.
Additional shares will be issued in connection with the Offering and the Benzu
Loan. The number of additional shares to be issued in connection with the
Offering and the Benzu Loan is not known at this time as they will be priced in
the context of the market.
To the best of Mukuba's knowledge after due enquiry, none of the Benzu
Shareholders are insiders of Mukuba, and no insider of Mukuba holds shares of
Benzu Resources or is a Benzu Shareholder.
Selected Financial Information
Benzu Resources is in the process of preparing its consolidated financial
statements for its copper interests for the years ended December 31, 2011 and
2010 as well as its interim statements for the three and nine months ended
September 30, 2012. The financial information on Benzu Resources' copper
interests will be filed on SEDAR when Mukuba files its shareholder circular with
respect to the RTO.
Sponsorship
Mukuba intends to make application to the Exchange that the RTO should be exempt
from sponsorship requirements in accordance with the policies of the Exchange.
However, there can be no assurance that Mukuba will obtain such exemption.
Advisors & Fairness Opinion
Beard Winter LLP and Davisa Consulting Corp. have provided Mukuba with legal
counsel and transaction advice, respectively. Cormark Securities Inc. has
provided Mukuba's Board of Directors with an opinion that, as of the date
thereof and subject to the assumptions, limitations and qualifications set out
therein, the exchange ratio of the RTO is fair, from a financial point of view,
to the shareholders of Mukuba.
Qualified Person
Mr. Cesare Morelli B.Sc. (Pr.Sci.Nat.) is a "Qualified Person" as defined by
National Instrument 43-101 and oversees Benzu Resources and Cominex's
exploration programs. Mr. Morelli has supervised and approves the preparation of
the technical information contained in this press release.
About Benzu Resources - Copper
Benzu Resources - Copper is an African-focused copper exploration and
development company with 3 assets in the DRC: Cominex Project, Lubudi North and
Lubudi East.
About Mukuba
Mukuba is a Canadian exploration and development company primarily focused on
copper and other base metal assets in Africa. Mukuba holds a 100% interest in
the Northcore Project. The Northcore project covers 2,209 km2 on the Central
African Copperbelt and is prospective for copper and cobalt. Mukuba has also
signed a joint venture agreement with Benzu Resources Limited to explore and
develop the Cominex Project. The Cominex Project, which is approximately 165 km2
in size, is located in the Katanga Copper Belt region in the Democratic Republic
of Congo. It is adjacent to the eastern boundary of the Tenke-Fungurume mining
concession, which is operated by Freeport and owned by Freeport, Lundin Mining
Corporation and Gecamines.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
The Katanga Copper Belt Geology
The Katanga Copper Belt is one of greatest metallogenic provinces on earth. The
Katanga region hosts some of the richest and largest copper/cobalt deposits in
the world: Tenke-Fungurume 550Mt @ 3.5% Cu & 0.27% Co; Kolwezi 760Mt @ 4.4% Cu.
The Katanga region is estimated to contain 10% of world's copper resources and
50% of cobalt. There are over 89 known deposits with sizes between 90 and 580Mt
@ average 3.6% Cu. Parts of the belt are still unexplored with significant
potential for discovery of major new deposits. Individual copper deposits tend
to be relatively small, though often high grade, and occurring in geographic
clusters.
Completion of the transaction is subject to a number of conditions, including
Exchange acceptance and disinterested Shareholder approval. The transaction
cannot close until the required Shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information
Circular and/or Filing Statement to be prepared in connection with the
transaction, any information released or received with respect to the RTO may
not be accurate or complete and should not be relied upon. Trading in the
securities of Mukuba should be considered highly speculative.
Securities regulators encourage companies to disclose forward-looking
information to help investors understand a company's future prospects. This
press release contains statements about our future business and planned
activities, including matters relating to the Offering. These are
"forward-looking" because we have used what we know and expect today to make a
statement about the future. Forward-looking statements usually include words
such as may, intend, plan, expect, anticipate, believe or other similar words.
We believe the expectations reflected in these forward-looking statements are
reasonable. However, actual events and results could be substantially different
because of the risks and uncertainties associated with our business or events
that happen after the date of this press release. You should not place undue
reliance on forward-looking statements. As a general policy, we do not update
forward-looking statements except as required by securities laws and
regulations.
This press release does not constitute, and the subject matter hereof is not, an
offer for sale or a solicitation of an offer to buy, in the United States or to
any "U.S. Person" (as such term is defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "1933 Act")) of any equity or other
securities of Mukuba. The securities of Mukuba have not been registered under
the 1933 Act and may not be offered or sold in the United States (or to a U.S.
Person) absent registration under the 1933 Act or an applicable exemption from
the registration requirements of the 1933 Act.
FOR FURTHER INFORMATION PLEASE CONTACT:
Mukuba Resources Limited
Kelly Ehler
President and CEO
+1 (416) 368 4013
+1 (416) 603 9200 (FAX)
info@mukubaresources.com
Grafico Azioni (TSXV:MKU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni (TSXV:MKU)
Storico
Da Giu 2023 a Giu 2024
