TIDMJLP TIDMBMR
RNS Number : 9001B
Jubilee Metals Group PLC
15 January 2018
Jubilee Metals Group PLC
Registration number (4459850)
AltX share code: JBL
AIM share code: JLP
ISIN: GB0031852162
("Jubilee" or "Company")
Jubilee Acquires Significant Equity Position in BMR Group Plc
("BMR") (AIM:BMR)
HIGHLIGHTS
-- Jubilee to acquire a 29.01% interest in the enlarged issued
share capital of BMR ("Acquisition")
-- Increases Jubilee's effective interest in the Zambian Kabwe
project to 57.41% subject to Jubilee's election to execute the
Kabwe Project
-- JORC compliant lead and zinc in Kabwe Dumps is estimated at
164 000 tonnes of zinc and 272 000 tonnes of lead excluding the
further significant non-JORC compliant surface resources and the
contained vanadium
-- Ongoing due diligence has confirmed understanding of size and
quality of the Kabwe lead, zinc and vanadium surface assets
-- Testwork performed confirming the process characteristics for metals recovery
-- Jubilee to work with the BMR board to fast track other
similar opportunities identified in the country
-- Jubilee representation on the BMR board and right to appoint
senior executive to BMR's Zambian subsidiary Enviro Processing
Limited ("EPL"), holder of the Kabwe Project
Leon Coetzer, CEO of Jubilee commented:
"This strategic acquisition is consistent with our stated
mission to take our brand into low risk surface projects in other
commodities and other countries.
The Acquisition secures Jubilee the right to a significantly
increased effective interest in the Kabwe project which is
dependent only on our decision to progress the Kabwe project, which
remains subject to the completion of our due diligence. I expect to
conclude our decision on whether to proceed with the Kabwe project
and on what project design parameters, by the 28(th) of February
2018.
The Acquisition also provides Jubilee the benefit of the
in-country presence that BMR has established. This gives us the
opportunity to fast track our entrance into Zambia for other
targeted projects.
Our on-going due diligence of the Kabwe project has confirmed
our understanding of the significant size and quality of the
various surface assets. I was particularly encouraged by our metal
recovery trials which included the leachability of the zinc, lead
and the vanadium. These results confirmed the recoverability of the
targeted metals. Our due diligence now focusses on working with the
BMR team to establish the optimal recovery route for extracting the
metals both from a commercial perspective as well as in an
environmentally responsible manner.
I look forward to realising the full potential of this
investment for the benefit of all our stakeholders."
Transaction Overview
Jubilee has agreed to acquire, conditional only on admission to
trading on AIM, a total of 97 371 298 new ordinary shares of BMR
("BMR Subscription Shares"), which equates to 29.01% in the
enlarged share capital of BMR, for a total consideration of GBP 500
000 cash and the issue of 63 166 969 new ordinary shares of Jubilee
("Jubilee Subscription Shares"). In addition BMR will offer Jubilee
an executive seat on the BMR board as well as an executive seat on
the EPL board.
Based on the closing price of each Jubilee ordinary share on 11
January 2018 of 3.65 pence, the Jubilee Subscription Shares element
of the consideration equates to GBP 2 305 594.
Under the terms of the subscription and subject to Jubilee
holding more than 15% of BMR's issued share capital, Jubilee is
entitled to appoint an executive director to the Board of BMR and
to the board of BMR's subsidiary EPL. Both the Company and BMR are
subject to lock-in and orderly market arrangements for the trading
of each of the party's subscription shares for a period of 12
months on normal market terms, such that neither company may sell
more than 25% of the Subscription Shares during the first six
months and 50% of the Subscription Shares during a period of six
months thereafter.
The Jubilee Subscription Shares have been issued, conditional on
Admission (as defined below), as fully paid and rank pari passu in
all respects with the existing ordinary shares, including the right
to receive all dividends and other distributions declared on or
after the date on which they are issued.
Application will be made for the Jubilee Subscription Shares to
be admitted to trading on AIM and to be listed on the AltX of the
JSE Limited, which is expected to take place on or around 19
January 2018 ("Admission").
Following Admission, the Company's total issued share capital
will comprise 1 306 527 911 ordinary shares. As the Company does
not hold any Ordinary Shares in treasury, this figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company following Admission.
Upon admission, BMR's aggregate holding in Jubilee will amount
to 63 166 969 ordinary shares (representing 4.83% of the enlarged
Jubilee share capital) and Jubilee's holding in BMR will amount to
97 371 298 ordinary shares (representing 29.01% of the enlarged BMR
share capital). It is also noted that Colin Bird and Tiger Resource
Finance PLC, a company of which Colin Bird is a director and
shareholder, own in aggregate 3 006 250 BMR ordinary shares.
Please refer to the BMR website for more detail on the company
and its activities which can be reached at www.bmrplc.com.
Andrew Sarosi, Director of Jubilee, who holds a B.Sc. Metallurgy
and M.Sc. Engineering, University of Witwatersrand and is a member
of the Institute of Materials, Minerals and Mining, is a "qualified
person" as defined under the AIM Rules for Companies and a
competent person under the reporting standards. The technical parts
of this announcement have been prepared under Andrew's supervision
and he has approved the release of this announcement.
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
15 January 2018
Contacts
Jubilee Metals Group PLC
Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913
Andrew Sarosi
Tel +44 (0)1752 221937
JSE Sponsor
Sasfin Capital, a member of Sasfin group
Sharon Owens
Tel +27 (0)11 809 7500
Nominated Adviser
SPARK Advisory Partners Limited
Mark Brady/Andrew Emmott
Tel: +44 (0)203 368 3551
Broker
Beaufort Securities Limited
Jon Belliss
Tel: +44 (0)20 7382 8300
This information is provided by RNS
The company news service from the London Stock Exchange
END
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