CMO - CHROMETCO LIMITED - Acquisition Cat 2
Acquisition Cat 2 CHROMETCO LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2002/026265/06) (JSE Code: CMO ISIN: ZAE000070249) ("Chrometco" or "the company") - ACQUISITION OF GEOLOGICAL DRILL DATA, DRILL CORE AND ABANDONMENT OF PROSPECTING RIGHT IN FAVOUR OF CHROMETCO - RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders are advised that Chrometco and certain of its subsidiaries ("Chrometco Group") have entered into a Sale Agreement (“the Agreement”) with NKWE Platinum (South Africa) Proprietary Limited and one of its subsidiaries (”NKWE”)and Realm Resources Limited (“REALM”). NKWE and REALM (“the Sellers”) have agreed to cancel a current farm- in agreement in favour of selling mineral rights as well as historical drill core andgeological data to Chrometco, which, if implemented, will add significant value to the Chrometco Group’s current rights to the Remaining Extent of the Farm Rooderand 46 JQ property (“the Property”). In terms of the Agreement, inter alia, NKWE is in the process of renewing its new order prospecting right (“Prospecting Right”), which entitles NKWE to prospect for cobalt, copper and nickel as well as platinum group metals and Gold ("Additional Minerals") on the Remaining Extent of the Farm Rooderand 46 JQ ("Property"). NKWE has agreed to dispose of its Geological Data and Drill Core to Chrometco and to conditionally abandon its Prospecting Right subject to the Minister of Mineral Resources ("Minister") granting consent, in terms of section 102 of the Mineral and Petroleum Resources Development Act, 2008 ("Section 102 Consent") to amend the mining right held by Chrometco over the Property ("Chrometco Mining Right") to include the Additional Minerals. Subject to the fulfillment of the conditions precedent set out in section 4 below, Chrometco will issue a maximum of 90 million ordinary Chrometco shares (“the Consideration”)to the Sellers (“the Transaction”). 2. Settlement of the Consideration In accordance with the provisions of the Agreement the Consideration will be settled as follows: 1.1. The issue by Chrometco of 20 million ordinary Chrometco shares in equal allotments to the Sellers subject to the fulfillment of the Part A Condition Precedent (the “First Tranche Shares”); 1.2. The issue by Chrometco of 70 million ordinary Chrometco shares in equal allotments to the Sellers subject to the fulfillment of the Part B Conditions Precedent (the “Second Tranche Shares”). 3. Rationale for the Transaction In terms of the SENS announcement dated 22 December 2011, shareholders were advised of the issue and approval of Chrometco’s new order mining rights for chromite on the Property as well as on portion 2 of Rooderand 46 JQ. The benefits attributable to Chrometco in concluding the Transaction will be: - Increased geological definition, resource categorisation and hence valuation of the chromite deposit on the Property; - Increase in resource statement by including the Additional Mineral into the current Chromite resource; and - Chrometco will be in a position to mine all the minerals simultaneously, which will make mining more cost efficient. 4. Conditions precedent The issue of the First Tranche Shares is subject to the fulfillment of the condition precedent that Chrometco shareholders approve the terms and conditions contained in the Transaction, including the issue of the First Tranche Shares and the Second Tranche Shares to the Sellers. The issue of the Second Tranche Shares is subject to the fulfillment of, inter alia, the following conditions precedent: - the unconditional renewal of the Prospecting Right by the Minister or, if conditional, the renewal of the Prospecting Right on terms and conditions acceptable to Chrometco and the Sellers; - the unconditional granting of the Section 102 Consent by the Minister or, if conditional, the granting of the Section 102 Consent on terms and conditions acceptable to Chrometco and the Sellers; -the execution by NKWE of a deed of abandonment in terms of which NKWE abandons the Prospecting Right; and - the execution of a deed of amendment in terms of which the Additional Minerals are included in the Chrometco Mining Right. 5. Categorisation of the Transaction The Transaction is categorised as a Category II transaction in terms of the JSE Limited (“the JSE”) Listings Requirements. In terms of section 41 of the Companies Act, No 71 of 2008, as amended, the shareholders are required to approve the Transaction by special resolution, at a meeting of the shareholders of Chrometco, to be convened. A circular setting out the details of the Transaction for this purpose will be posted to shareholders in due course. 6. Further Cautionary Shareholders are advised that until the financial effects of the Transaction are released, they should exercise caution when dealing in their Chrometco securities on the JSE. 13 August 2012 Corporate Advisor and Designated Advisor Sasfin Capital (A division of Sasfin Bank Limited) Date: 13/08/2012 08:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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