TIDMOPRA
RNS Number : 6194K
Opera Investments plc
23 September 2016
Opera Investments plc ("Opera" or the "Company")
Heads of Terms Agreed to Acquire the Imweru and Lubando Gold
Projects from Kibo Mining Plc
Suspension of Listing and Trading
For release: 23 September 2016
Opera Investments plc ("Opera" or the "Company") is pleased to
announce that it has reached a heads of terms agreement with Kibo
Mining plc ("Kibo"), the AIM quoted Tanzania focused mineral
exploration and development company, to acquire the Imweru and
Lubando gold projects from Kibo Mining Plc ("the Proposed
Transaction"). As part of the Proposed Transaction, the Imweru and
Lubando gold projects will be transferred to Sloane Developments
Ltd ("Sloane"), which will be acquired by Opera from Kibo in
exchange for the issue of ordinary shares of Opera to Kibo, subject
to a number of conditions (listed below).
Background on the Imweru and Lubando Gold Projects
Opera was listed in April 2015 in order to undertake an
acquisition of a target company or business in the natural
resources sector within its defined investment strategy. The
directors of Opera believe that the Proposed Transaction represents
a significant opportunity to acquire the Imweru and Lubando gold
projects which have had considerable exploration undertaken on them
over a number of years and consolidate with Kibo's existing
management team and expertise within Tanzania. Opera believes that
the Proposed Transaction will accelerate the further development of
the Imweru and Lubando gold projects which have the potential to be
brought into production in due course as part of the intended
development plan.
-- Following the completion of the Proposed Transaction, Opera
will own 100% of Sloane Developments Ltd which will own the Greater
Geita West (Imweru and Sheba Projects) and Geita East (Lubando,
Pamba and Busolwa Projects).
-- The Imweru project already has a resource of a total of
550,000 ounces (103,000 ounces indicated and 447,000 ounces
inferred - JORC 2014).
-- The Lubando project has a resource of 168,300 ounces (11,500
ounces measured, 32,600 ounces indicated and 124,200 ounces
inferred - NI - 43 101 2009).
-- A Preliminary Economic Assessment for the Imweru Project has
been conducted by Kibo over the current resource which indicated
that the development into a producing gold project was feasible.
This assessment indicated the expansion potential of the current
resource as well as the potential of the other drill ready Imweru
and Sheba targets, as additional development objectives.
-- Following the completion of the Proposed Transaction, there
is a clear development plan for the Imweru and Lubando gold
projects. The objectives of this plan are to simultaneously expand
the resource through further exploration and fast-track the
development of a gold mine by advancing the Imweru project to a
production-ready stage within 18 months.
Summary of the Proposed Transaction Terms
A summary of the Proposed Transaction is as follows:
-- Subject to commercial, technical and legal due diligence, the
consideration to acquire the Imweru and Lubando gold projects will
be satisfied by the allotment and issue to Kibo on completion of
the Proposed Transaction of 61,000,000 ordinary shares of one pence
each in the capital of Opera at a price of 6 pence per ordinary
share immediately following completion of the Proposed Transaction
(and completion of the fundraising by Opera referred to below)
("Consideration Shares").
-- As part of the Proposed Transaction, Opera and Kibo have
agreed that there will be a fundraising by way of the issue of new
ordinary shares in Opera at a price of 6 pence per ordinary share
("the Placing Shares"). The Proposed Transaction will be subject to
a minimum fundraising of GBP1,200,000 before expenses.
-- As part of the Proposed Transaction, Opera will delist from
the Main Market of the London stock Exchange and the enlarged share
capital of Opera following Completion will co-terminously seek
admission to the AIM Market of the London Stock Exchange (AIM).
-- On completion of the Proposed Transaction it is proposed that
Opera will be renamed Katoro Gold Mining plc.
-- The Board of Directors following completion of the Proposed
Transaction will initially comprise 3 directors nominated by Kibo
and 2 directors nominated by Opera.
The Proposed Transaction is subject to a number conditions,
including:
-- each of the parties conducting, and being satisfied with the
results of, legal, financial, taxation, geological, technical and
commercial due diligence concerning the assets and liabilities of
Sloane Developments Ltd and Opera.
-- the parties agreeing, signing and exchanging a detailed and
legally binding purchase agreement incorporating all the terms of
the Proposed Transaction.
-- the prompt publication by Opera of an admission document
(relating to Opera and its proposed acquisition of the Imweru and
Lubando gold projects), the completion of a Competent Person's
Report by Kibo on the Imweru and Lubando gold projects and the
admission of the enlarged share capital of Opera to the AIM Market
of the London Stock Exchange (being the existing Opera shares, the
Consideration and the Placing Shares).
-- the Takeover Panel waiving, subject to a vote of independent
shareholders, any obligation Kibo might otherwise incur under Rule
9 of the City Code by virtue of its receipt of the Consideration
Shares.
-- the approval of the Proposed Transaction and passing of
associated resolutions (including as to the allotment and issue of
the Consideration Shares and a Rule 9 "whitewash") by the
shareholders of Opera at a duly-convened general meeting.
-- the Consideration Shares will be subject to the AIM Rule
lock-in for non-revenue generation companies (AIM Rule 7) and
therefore not able to be disposed of for 1 year.
-- Kibo will be subject to a relationship agreement, the terms
of which are to be determined on the same basis as reasonable and
normal market normal conventions.
Suspension of Listing of, and Trading in, the Company's Ordinary
Shares
Due to the size and nature of the Proposed Transaction, it will
be treated as a reverse takeover for the purposes of the UK Listing
Authority's Listing Rules and will be subject to approval by the
Company's shareholders and an associated waiver of Rule 9 of the UK
Takeover Code required in connection with the issue of the Opera
Shares to Kibo. As a consequence, the Company has requested a
suspension of the listing of, and trading in, its ordinary shares
until the details of the Proposed Transaction are finalised and the
required information is published, or the Proposed Transaction is
terminated.
Timetable
The parties intend to proceed as quickly as possible with the
Proposed Transaction. Opera and Kibo have agreed that they will
negotiate in good faith with a view to publishing the AIM admission
document concerning the Proposed Transaction on or before 30
November 2016.
Paul Dudley, Chairman of Opera commented: "We are delighted that
we have found an agreement with Kibo. We believe that this
transaction will significantly advance the development of the
Imweru and Lubando gold projects. Given the number of projects we
have reviewed, we believe this transaction allows Opera's
shareholders to benefit from the clear development plan that has
been established by Kibo's management. Following completion, we
believe that the enlarged company will allow Opera shareholders to
benefit from the planned commercial and operational developments
towards the strategy of developing gold production."
Louis Coetzee, CEO of Kibo Mining, said: "We believe the above
agreement provides us with the most cost effective and quickest
path towards realizing value in our Northern Tanzania gold
portfolio and in particular our Imweru gold project. Kibo now finds
itself in a position where the development of both the Company's
advanced gold projects will be fast tracked with the strategic
advantage of an independent ability and capability to fund further
development into production.
It remains our objective to complete a definitive feasibility
study on Imweru and obtain a mining right for Imweru by Q3 2017,
followed by a process of securing and finalizing funding for the
construction of a gold mine at Imweru, with mine commissioning to
commence at the start Q2 / 3 of 2018.
The Imweru / Lubando transaction with Opera provides Kibo with
an excellent opportunity to realize significant value for its
shareholders from the Company's gold assets and puts Kibo in a very
strong position to ensure the expedited and focused development of
the Imweru and Lubando gold projects."
Enquiries:
Opera Investments plc +44 (0) 20 3551 4872
Paul Dudley
Myles Campion
Buchanan +44 (0) 20 7466 5000
Ben Romney / Bobby Morse
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, or vote in any manner, any securities
pursuant to this announcement or otherwise. The distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
The statements contained in this announcement that are not
historical facts are "forward-looking" statements. These
forward-looking statements are subject to a number of substantial
risks and uncertainties, many of which are beyond the Company's
control and actual results and developments may differ materially
from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements based
on the Company's current intentions, beliefs and expectations about
among other things, the Company's financial condition, prospects,
growth, strategies and the industry in which the Company operates.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "intends", "estimates", "plans",
"assumes" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. In addition, from time to time, the
Company or its representatives have made or may make
forward-looking statements orally or in writing. Furthermore, such
forward-looking statements may be included in, but are not limited
to, press releases or oral statements made by or with the approval
of an authorised executive officer of the Company. No assurance can
be given that such future results will be achieved; actual events
or results may differ materially from those expressed in or implied
by these statements as a result of risks and uncertainties facing
the Company and its subsidiaries. Many of these risks and
uncertainties relate to factors that are beyond the Company's
ability to control or estimate precisely, such as changes in
taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Company's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and the Company undertakes no duty to update any of
them publicly in light of new information or future events, except
to the extent required by applicable law or regulation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRLFFLLAEIFFIR
(END) Dow Jones Newswires
September 23, 2016 02:45 ET (06:45 GMT)
Katoro Gold (LSE:KAT)
Historical Stock Chart
From Apr 2024 to May 2024
Katoro Gold (LSE:KAT)
Historical Stock Chart
From May 2023 to May 2024