TIDMKIBO
RNS Number : 6461K
Kibo Mining Plc
23 September 2016
Kibo Mining Plc (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO ISIN:IE00B97C0C31
("Kibo" or "the Company")
23 September 2016
Kibo Signs Heads of Agreement with Opera Investments PLC to vend
its Imweru and Lubando Gold Projects into Opera via RTO
Kibo Mining plc ("Kibo" or the "Company") (AIM: KIBO; AltX:
KBO), the Tanzania focused mineral exploration and development
Company is pleased to announce that it has signed a Heads of
Agreement (the "HoA") with LSE Main Market listed Opera Investment
PLC ("Opera") (Kibo and Opera together the "parties") for the sale
of the entire share capital of its wholly owned UK subsidiary,
Sloane Developments Ltd (the "Proposed Transaction").
The HoA provides for the following to occur contemporaneously or
immediately after the Transaction:
-- 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 contemporaneously 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 of 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.
The Transaction will no longer include the originally envisaged
Imwelo project from LVG (See RNS dated 10 August 2016) due to the
fact that the latter was not able to meet some of the conditions
precedent as called for under the agreement, by which Sloane
Developments LTD was to acquire 100% of Tanzoz Minerals LTD.
The gold projects for the new AIM listed company will now
comprise, in addition to our flagship Imweru project, our Geita
East projects (Lubando, Pamba & Busolwa projects). Geita East
contains the Lubando project (located approximately 70 km east of
Imweru) and has a NI 43-101 compliant Mineral Resource of 2,593,710
tonnes at 2 g/t, 0.5 g/t cut-off (168,300 oz. gold). Taken together
Imweru and Lubando have a total mineral inventory in the region of
700,000 oz. gold at 1-2 g/t and what the Company believes is a
significant resource.
As previously announced, the immediate priority post transaction
will be to expedite mine development on its Imweru gold project
(contains JORC-compliant Mineral Resource of 14.9 Mt @ 1.1 g/t, 0.4
g/t cut-off (550,000 oz. Au) on which a Definitive Feasibility
Study has already commenced. The Company has an initial production
target of circa 50,000 oz p/a at Imweru, to be ramped up to 100,000
oz p/a, contingent on resource expansion, where the objective is to
achieve a > 1 Mil oz resource.
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."
Contacts
Louis Coetzee +27 (0) 83 2606126 Kibo Mining Chief Executive Officer
plc
--------------------- ---------------------- --------------------------- --------------------------------
Corporate Adviser and
Andreas Lianos +27 (0) 83 4408365 River Group Designated Adviser on
JSE
--------------------- ---------------------- --------------------------- --------------------------------
Beaufort Securities
Limited
Jon Belliss +44 (0) 207 382 Broker
8300
--------------------- ---------------------- --------------------------- --------------------------------
RFC Ambrian
Oliver Morse +61 8 9480 2500 Limited Nominated Adviser on
AIM
--------------------- ---------------------- --------------------------- --------------------------------
Daniel Thöle
/ Anna Legge
+44 (0) 203 772 Bell Pottinger Investor and Media Relations
2500
--------------------- ---------------------- --------------------------- --------------------------------
Kibo Mining - Notes to editors
Kibo Mining is listed on the AIM market in London and the AltX
in Johannesburg. The Company is focused on exploration and
development of mineral projects in Tanzania, and controls one of
Tanzania's largest mineral right portfolios. Tanzania provides a
secure and stable operating environment for the mineral resource
industry and Kibo Mining therein.
Kibo Mining holds a thermal coal deposit at Mbeya, which has a
significant NI 43-101 compliant defined resource, and is developing
a 300 MW mouth-of-mine thermal power station, the Mbeya Coal to
Power Project ("MCPP"), previously called Rukwa Coal to Power
Project ("RCPP"), with an established management team that includes
Standard Bank as Financial Advisor. Kibo is undertaking a Coal
Mining Definitive Feasibility Study and a Power Pre- Feasibility
Study for the Mbeya project with an integrated Bankable Feasibility
Study report for the MCPP to be released in the near term. On 25
August 2016, Kibo signed an Agreement with China based EPC
contractor SEPCO III granting it the right to become the sole
bidder for the EPC contract to build the power plant component of
the MCPP in exchange for SEPCO III refunding 50% of the development
costs incurred by Kibo to date on the project. Kibo has already
received the first tranche of this funding in the amount of US$1.8
million on the 5th September 2016
The Company also has extensive gold focused interests including
Lake Victoria Goldfields and Morogoro projects. At Lake Victoria,
the Company has 100% owned projects with a 550,000 oz. JORC
compliant gold Mineral Resource at the Imweru Project and a 168,000
oz. NI 43-101 compliant gold Mineral Resource at the Lubando
Project (refer Mineral Resource tables below). The Company is
currently undertaking a Definitive Feasibility Study on its Imweru
Project.
Kibo also holds the Haneti Project on which the latest technical
report confirms prospectivity for nickel, PGMs, gold and strategic
metals including lithium.
Kibo Mining further holds the Pinewood (coal & uranium)
project where the company has entered into a 50/50 Exploration
Joint Venture with Metal Tiger plc.
Finally, the Company also holds the Morogoro (gold) project
where the company has also entered into a 50/50 Exploration Joint
Venture with Metal Tiger plc.
The Company's projects are located in the established and gold
prolific Lake Victoria Goldfields, the emerging goldfields of
eastern Tanzania and the Mtwara Corridor in southern Tanzania where
the Government has prioritized infrastructural development
attracting significant recent investment in coal and uranium. The
Company has a positive working relationship with the Tanzanian
government at local, regional and national levels and works hard to
maintain positive relationships with all communities where company
interests are held. The Company recognizes the potential to enhance
the quality of life and opportunity for Tanzanian citizens through
careful development of its projects.
Updates on the Company's activities are regularly posted on its
website www.kibomining.com
Mineral Resources
Imweru Mineral Resource
Table 2 below presents a table showing the Mineral Resource
estimate for the Imweru Project at a base case economic cut-off
grade for the reporting of the resource of 0.4 g/t. The table is
taken from a JORC-Compliant Report by Tetra Tech EBA dated February
2014.
Table 2
Material Cut- Specific Metric Gold Contained
Area Type Classification off Gravity Tonnes Short Grade Gold Ounces
(g/t) (t) Tons (g/t) (troy)
========= ============= ================== ======== ============ ============ ============ ======== ===============
Laterite Indicated 0.40 2.50 131,000 144,000 1.785 8,000
============= ============================ ======== ============ ============ ============ ======== ===============
Saprolite Indicated 0.40 2.50 706,000 778,000 1.387 32,000
============= ============================ ======== ============ ============ ============ ======== ===============
Bedrock Indicated 0.40 2.89 1,895,000 2,089,000 1.043 64,000
============= ============================ ======== ============ ============ ============ ======== ===============
Central Total Indicated 0.40 2.77 2,732,000 3,012,000 1.168 103,000
========= ============= ================== ======== ============ ============ ============ ======== ===============
Laterite Inferred 0.40 2.50 685,000 755,000 1.317 29,000
============= ============================ ======== ============ ============ ============ ======== ===============
Saprolite Inferred 0.40 2.50 1,047,000 1,154,000 1.040 35,000
============= ============================ ======== ============ ============ ============ ======== ===============
Bedrock Inferred 0.40 2.89 7,838,000 8,640,000 1.029 259,000
============= ============================ ======== ============ ============ ============ ======== ===============
Central Total Inferred 0.40 2.82 9,569,000 10,548,000 1.051 323,000
========= ============= ================== ======== ============ ============ ============ ======== ===============
East Total Inferred 0.40 2.70 2,653,000 2,925,000 1.449 124,000
========= ============= ================== ======== ============ ============ ============ ======== ===============
Indicated 0.4 2.77 2,732,000 3,012,000 1.168 103,000
========================================== ======== ============ ============ ============ ======== ===============
Inferred 0.4 2.79 12,222,000 13,473,000 1.137 447,000
========================================== ======== ============ ============ ============ ======== ===============
Imweru Property Combined
Total (inf+ind) 0.4 2.79 14,954,000 16,485,000 1.143 550,000
======================== ================== ======== ============ ============ ============ ======== ===============
*Kibo holds 100% of the Imweru Mineral Resource subject to 2%
Net Smelter Royalty
* Total estimates are rounded, based on composites capped at 26
g/t gold at Imweru Central and 25 g/t at Imweru East, the cut-off
grade is based on a gold price of US$1,200 and a 90% metallurgical
recovery is assumed in calculation of cut-off grade. A base case of
0.40 g/t has been selected.
** Classification of Mineral Resources incorporates the terms
and definitions from the Australian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (JORC Code)
published by the Joint Ore Reserve Committee (JORC)
Lubando Mineral Resource
Table 3 below presents a table showing the Mineral Resource
estimate for the Lubando Project at a base case economic cut-off
grade for the reporting of the resource of 0.5 g/t Au. The table is
taken from an NI 43 101-Compliant Report by EBA Engineering
Consultants Limited (now part Tetra Tech EBA) dated August
2009.
TABLE3: LUBANDO MINERALRESOURCE SUMMARY - BASECASE*
-----------------------------------------------------------------------------------------------------------
Category West Zone East Zone East Zone East Zone Total
South Mid North
--------------------------- -------------- --------------- ------------- --------------- -------------
Measured Resource
--------------------------- -------------- --------------- ------------- --------------- -------------
Measured Resource(t) 107,900 4,880 16,900 54,440 184,150
--------------------------- -------------- --------------- ------------- --------------- -------------
Grade(g/t) 1.69 2.52 1.72 2.48 1.95
--------------------------- -------------- --------------- ------------- --------------- -------------
Total Gold(oz) 5,900 400 950 4,340 11,500
--------------------------- -------------- --------------- ------------- --------------- -------------
Indicated Resource
--------------------------- -------------- --------------- ------------- --------------- -------------
Indicated Resource(t) 280,710 18,330 61,000 149,350 509,420
--------------------------- -------------- --------------- ------------- --------------- -------------
Grade(g/t) 1.61 2.23 1.89 2.73 1.99
--------------------------- -------------- --------------- ------------- --------------- -------------
Total Gold(oz) 14,500 1,300 3,700 13,120 32,600
--------------------------- -------------- --------------- ------------- --------------- -------------
Inferred Resource
--------------------------- -------------- --------------- ------------- --------------- -------------
Total Resource(t) 1,090,000 65,470 209,340 535,330 1,900,140
--------------------------- -------------- --------------- ------------- --------------- -------------
Grade(g/t) 1.27 1.56 3.34 3.13 2.03
--------------------------- -------------- --------------- ------------- --------------- -------------
Total Gold(oz) 44,550 3,300 22,500 53,900 124,200
--------------------------- -------------- --------------- ------------- --------------- -------------
*Kibo holds 100 % of the Lubando Mineral Resource subject to a
2% Net Smelter Royalty
* Numbers are rounded. Composites capped at 10.85g/t gold.
Cut-off grade of 0.5 g/t gold based on a gold price of US$850/oz
and assumed 100% metallurgical recovery .CIM definitions were
followed for Mineral Resources.
Pursuant to the terms of a Net Smelter Agreement (refer Kibo RNS
of the 22 July 2016) Acacia Mining plc has a 2% Net Smelter Royalty
interest in the Imweru and Lubando Mineral Resources.
Review by Qualified Persons
The information in this announcement that relates to the Imweru
Mineral Resource is taken from the report titled "Resource Update
for the Imweru Property Geita Region Northern, Tanzania, JORC
Competent Persons Report" dated February 17(th) 2014 (the
"Report"). The Report states a JORC-compliant Mineral Resource
estimate and was prepared for Kibo Mining plc by James Barr P.Geo.
and Darryn Hitchcock P.Geo. Senior Geologist and Geologist
respectively with TetraTech EBA Ltd. Both Mr. Barr and Mr.
Hitchcock are registered as Certified Professional Geologists with
Association of Professional Engineers and Geoscientists of British
Columbia a recognised professional organisation. Mr Barr as
principal author responsible for the Report has experience in the
evaluation and reporting of Archaean Gold projects and is a
"Qualified Person" for reporting gold resources to the JORC
Standard. He consents to the inclusion in this document of the
matters based on his information in the form and context in which
they appear.
The information in this announcement that relates to the Lubando
Mineral Resources is taken from a report titled "Technical Report
on the Lubando property, Mwanza, Tanzania" dated 31(st) August
2009" (the "Report") The Report is NI 43-101 compliant and was
prepared for Great Basin Gold Rusaf Gold Limited by Nathan Eric
Fier C.P.G., P.Eng. Market Director for EBA Engineering Consultants
Ltd and a Senior Mining Consultant. Mr. Fier is registered as a
Certified Professional Geologist with the American Institute of
Professional Geologists, Registration No 10062, and a professional
Engineer in British Columbia, Canada Registration No. 135165. He
has extensive experience in the evaluation and reporting of
Archaean Gold projects.
The Company's Exploration Director, Noel O'Keeffe has reviewed
the content of this announcement including Mineral Resource
estimates and the references to them.
Johannesburg
23 September 2016
Corporate and Designated Adviser
River Group
This information is provided by RNS
The company news service from the London Stock Exchange
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