Deutsche Rohstoff AG — M&A Activity 2011

Apr 6, 2011

News Details

Corporate | 6 April 2011 08:12

Deutsche Rohstoff AG:Share Purchase Agreement for Wolfram Camp Mining Pty Ltd signed

Deutsche Rohstoff AG / Key word(s): Acquisition

06.04.2011 / 08:12

Deutsche Rohstoff AG: Share Purchase Agreement for Wolfram Camp Mining Pty Ltd signed

Heidelberg . Deutsche Rohstoff AG is pleased to announce that it has entered into a Share Purchase Agreement with Planet Metals Ltd (www.planetmetals.com.au), Brisbane, Australia, to buy Planet Metals 100% owned subsidiary, Wolfram Camp Mining Pty Ltd (‘WCMPL’) for a total sale price of AUD 7 million (apporox. 5 million Euro), comprising $3.5 million cash and $3.5 million worth of Deutsche Rohstoff share or cash. The Agreement is subject to conditions including satisfactory due diligence by Deutsche Rohstoff and all regulatory and shareholder approvals obtained.

WCMPL is the holding company which has an 85% stake in the Wolfram Camp tungsten-molybdenum project, located west of Cairns Queensland. The project’s assets comprise:

– 150,000tpa commercial scale processing plant – purpose built in 2008 and currently on care and maintenance

– Spares and equipment related to the plant and mine site

– Total resource estimate of 1.42Mt @ 0.60% WO3 and 0.12% Mo within granted mining leases (MLs 4935, 5117, 20486, 20534). This comprises 0.78Mt @ 0.56% WO3 and 0.13% Mo in the Indicated Resource category and 0.64Mt @ 0.65% WO3 and 0.11% Mo in the Inferred Resource category. The most recent resource update (JORC-compliant) was prepared in July 2010.

– $817,627 (excl. gst) in financial assurance held as security by DEEDI (Qld Mines Dept)

– Exploration permits (EPMs 8884, 16050, 16395 and EPMAs 18253, 18254, 19109)

– Farm-in agreement (earn up to 85%) on EPM 14028 (Bamford Hill)

– All documentation and intellectual property associated with, but not limited to, resource estimates, mining studies and processing plant commissioning.

Key terms relating to the purchase include:

– Non-refundable deposit of $200,000 paid by Deutsche Rohstoff at the time of signing the Agreement.

– Deutsche Rohstoff has until 9 May 2011 to carry out its due diligence. If Deutsche Rohstoff decides to complete the transaction, an amount of $3,300,000 cash is required to be paid on 10 May 2011.

– The balance purchase price, being $3,500,000, will be issued in 180,500 Deutsche Rohstoff AG shares on 1 September 2011.

– Deutsche Rohstoff has an option to pay the balance purchase price in cash if it notifies Planet of this intention before 31 July 2011.

– The deal is structured to also provide Planet with some downside protection by means of a supplementary cash payment if Deutsche Rohstoff’s shares are more than 20% lower than the calculated price of $ 3.500.000 as at 1 September 2011.

The Wolfram Camp Mining site is located 90 km west of Cairns and 300 km North-East of Georgetown, where Deutsche Rohstoff Australia has commenced Gold production in January 2011.

Heidelberg, 6 April 2011

Deutsche Rohstoff AG (Heidelberg, Germany), listed in the Entry Standard segment of Frankfurt Stock Exchange, is establishing a new primary producer. The company’s focus is placed on gold, oil/gas and so called high tech metals such as indium, gallium, rare earth metals, cobalt. All projects are located in countries marked by political stability, the core area being Germany. The business concept is based on redeveloping deposits which have been well explored in the past. First Production started in January 2011 in Georgetown/Australia. For more information please visit www.rohstoff.de.

Contact:

End of Corporate News

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118575  06.04.2011