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GORILLA GOLD MINES LTD — M&A Activity 2012
Jan 24, 2012
64983_rns_2012-01-24_2d5c3962-bbb4-4ece-971b-8f8906516806.pdf
M&A Activity
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COMPANY ANNOUNCEMENT
Mintails Consortium to acquire mining leases
25 January 2011: Mintails Limited ( ASX: MLI ) (“ the Company or “Mintails” ) is pleased to announce that West Wits Mining Limited (ASX:WWI, “WWML”) has accepted an offer to sell its rights to four mining leases in South Africa to a consortium (“the Consortium”) in which Mintails is a 50% participant with Galabyte (Pty) Ltd (“Galabyte”), a private South African company.
The four leases (namely, the West Wits Lease, West Rand Consolidated Lease, Luipaardsvlei Lease and East Champ D’Or Lease) (the “Assets”) are contiguous and cover the sub-surface rights approximately underlying Mintails’ existing “Randfontein Cluster” surface dumps. These leases contain stated JORC resources of 139,000 oz au and a JORC reserve of 58,800 oz au.
The offer is subject to a 30 day legal and regulatory due diligence to review the contracts, mining rights, and other necessary documentation required to demonstrate WWML’s clear legal claim to the Assets. The parties will enter into fully binding transaction documents at the satisfactory completion of the due diligence period. For the avoidance of doubt, the due diligence review is exclusive of the review of ore resource or geological information as this has been previously reviewed and accepted by the Company.
The agreed sale price is $9,000,000 (AUD) and is to be paid as follows:
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an upfront payment of $4,000,000 on completion of due diligence and the signing of a definitive, binding agreement;
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a first interim payment of $1,000,000 six months after the signing of the definitive agreement;
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a second interim period of $1,000,000 after six further months and subject to regulatory approval of the transfer of the leases;
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further payments totaling $3,000,000 after regulatory approval of the transfer of leases, such payments to be paid progressively based on tonnage of ore processed by the Consortium.
The Consortium will provide guarantees in a form reasonably satisfactory to WWML within 14 days for the upfront payment and then for the first interim payment at the end of the due diligence period.
Until the lease titles are transferred to the Consortium, WWML will provide a charge over its leases to the value of $5 million to secure any monies paid under the upfront and interim payments. Upon the transfer of the lease titles to the Consortium, the Consortium will provide a charge over the leases until the full purchase proceeds have been paid.
As at the completion of the due diligence period, WWML will appoint the Consortium as a mining contractor granting the Consortium the absolute and exclusive right to undertake mining activities under the existing rights. The Consortium will grant WWML a charge over the revenue from this mining activity which will facilitate a fixed sum of 110 Rand per tonne of ore from the Assets, which will be offset against any purchase price paid. In the event that the regulator refuses to transfer the assets, the fixed sum charge amount will accrue to the Consortium until the any monies paid for the upfront and 1st interim payments have been repaid.
Mintails and Galabyte will initially each own 50% of the Consortium. In accordance with the South African Mining Charter, the Consortium will subsequently sell a minority stake, likely 26%, to an empowered entity(ies). Mintails and Galabyte will equally bear the costs of the offer and benefit from the sales proceeds to the empowered partner.
Under the terms of the Consortium partnership, Galabyte will be responsible for the mining of the resource, receiving a mining management fee in line with its commercial mining contract for the mining of the Middlevlei Lease. Mintails will be responsible for the processing of the ore through its subsidiary, Mogale Gold, on terms mirroring those it provides on the commercial Toll Treat Agreement with Galabyte on the Middlevlei ore.
On behalf of the Board
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Mark Brune Chairman Mintails Limited
About Mintails Limited
Mintails Limited (ASX Code: MLI) is an Australian listed company with management and operations in South Africa. Mintails processes and recovers gold from surface tailings resources which are present on the West Rand of South Africa’s historic Witwatersrand Basin. To find out more, visit Mintails at: www.mintails.com