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GORILLA GOLD MINES LTD — M&A Activity 2010
Aug 30, 2010
64983_rns_2010-08-30_21f1dc4b-31b9-4d53-bd26-b8a2612b32b5.pdf
M&A Activity
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Mintails Limited to buy Emerald Gold Project from West Wits Mining Limited
31 August 2010. Mintails Limited (“Mintails” or “the Company”) has executed a binding heads of agreement by which it has agreed to buy both the tenements and rights that comprise the Emerald Gold Project (“Emerald”) and Monarch resource (“Monarch”) from West Wits Mining Limited for a total consideration value of approximately A$7.27m.
Completion of the transaction is subject to approval by shareholders of West Wits and other conditions precedent including compliance with all relevant Australian regulatory requirements.
The acquisition of Emerald and Monarch is seen by the Mintails’ board as an important opportunity to improve production throughput and grade, and reduce operating cost from the operation of Gold 1 and Gold 2. Mintails can expand production to include these projects using existing facilities. As the targets contain near surface economic mineralization, conducive to open cut mining, it is expected that access to the resources will also result in an increased life of mine.
The consideration payable has three components:
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Deferred payment totaling A$2 million to be paid by Mintails in cash or, at the election of Mintails by the issue of Mintails shares to West Wits at a 10% discount to the 30 day VWAP. Subject to satisfaction of the conditions precedent, $1 million is payable 6 months from the date of signing the agreement (ie 1 March 2011), with the further $1 million payment payable 15 months from the signing of the agreement (1 January 2012)
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a selective share buy back or capital reduction by West Wits of all of Mintails’ shareholding in West Wits and cancellation of certain other contractual rights with an indicative value of 5 cents a West Wits share - providing a total indicative value of A$3.6 million. This buy back will require the approval of West Wits shareholders. Mintails will not receive any monies in relation to this buy back or capital reduction
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Mintails will pay West Wits a US$15 per ounce royalty from all ounces produced at Emerald which can at, Mintails election, be paid out on the date of the commencement of mining by Mintails paying US$1.5million (approx A$1.67 million at today’s exchange rate)
The parties intend to enter into full form documentation in due course to accurately reflect the terms of purchase and document related changes to other contractual arrangements necessary to effect the purchase.
On behalf of the Board
Dick van der Walt
Dick van der Walt – CEO Telephone: +27 (12) 346 4406 Fax: +27 (12) 346 4409