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YOWIE GROUP LTD — Capital/Financing Update 2008
Feb 24, 2008
66111_rns_2008-02-24_59622cec-38e4-435a-b43d-f163a9fc71b0.pdf
Capital/Financing Update
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GSF CORPORATION Limited ABN 98 084 370 669
Level 12 BGC Centre 28 The Esplanade PERTH WA 6000 Tel: +61 8 9327 8989 Fax: +61 8 9327 8900
25 February 2008
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ZAMBIAN PROJECTS PURCHASE AGREEMENT FINALISED
GSF Corporation Ltd (ASX:GSF) is pleased to announce that it has finalised and signed the formal Sale Agreement to acquire Londoloza Resources Corporation (LRC) which currently owns three projects in Zambia. A meeting of shareholders is scheduled to be held in early April to approve the acquisition and the appointment of LRC’s President and CEO Johan Engelbrecht to the board of GSF.
The acquisition of LRC provides GSF with an immediate presence in Zambia and has the potential to add significant value to the Company. With the acquisition the Company is also well placed to secure additional projects in Zambia, with LRC currently in discussions with parties in relation to the acquisition of such projects. Zambia is considered a highly attractive destination for mineral investment and development due to its stable political environment, good infrastructure and a well established mining industry. The world renowned copperbelt has long been host to major copper-cobalt mines.
An updated summary of the initial projects being acquired is provided below:
Solwezi Project
The Solwezi Project is an elongated area bordering the Democratic Republic of the Congo (DRC) situated in the northern part of the world renowned Zambian Copperbelt region. The Solwezi Project lies some 15 kilometres due south of the Kipushi mine (King Leopold Mine) in the DRC – an historic operation that produced copper and zinc between 1925 and 1993. A resource of 16.9 Mt averaging 16.7% zinc and 2.2% Cu, open along strike and down dip, remains at the Kipushi mine and initiatives are in place to resume mining. The Kipushi mineralisation is hosted in Kundulungu carbonates - formations that underlie the Solwezi license. Producing mines like First Quantum’s Kansanshi copper-gold and KCM’s Konkola copper mine – currently producing 2 million tonnes of copper per year – lie within 50-65 kms of the Solwezi Project boundary. Konkola Copper Mines have announced plans to increase annual copper production at Konkola to over 6 million tonnes.
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Figure 1: Solwezi Project Area
Kabwe Project (Iron Cap)
The Kabwe Project currently includes the area of the old Iron Cap Mine situated 54km to the south east of the town of Kabwe. Between the years 1950 to 1961 more than 38,000 ounces of gold were produced at Iron Cap from ore that attained grades of up to 22g/t. LRC is also in the process of acquiring an additional 2000 km[2] of highly prospective ground 12 kms east, and along strike, of Iron Cap. The area has the potential for the discovery of major new copper-gold-silver-lead-zinc polymetallic ore deposits.
The Kabwe Project area is situated close to the Mwembeshi Shear Zone – an area of known prospectivity for gold, copper, zinc and other base metals. Early exploration by Zambezi Resources (ASX:ZRL) on the tenement next to the Iron Cap mine has returned promising results: rock chip samples from the “Iron Cap South” prospect returned 1.6% Cu and 12.0g/t Ag; from the “Kamona” prospect 1.0% Cu, 3.9g/t Au and 21.4g/t Ag.
LRC also has an application pending on an additional property immediately south that also includes a significant area of lower Karoo sediments containing coal measures. The basal contact of the Karoo is a potential target site for economic uranium enrichments – the successful uranium projects of the Kariba Valley (Dibwe/Mutanga, Gwabe, etc) are located along this geological zone.
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Figure 2: Kabwe Project Area
Choma Project
The Choma Project covers an area of 9300 km[2] in south-east Zambia. Little previous exploration has been conducted on this area and it represents an exciting greenfield opportunity. The area is underlain by a large body of granite – the Kalomo Batholith – intrusive into schists and gneisses. Along the eastern margin of the Choma license are a large number of known tantalum and tin deposits developed in the bounding schists. It is felt that exploration within the marginal facies of the Kalomo Batholith is highly likely to reveal new graniterelated polymetallic deposits.
LRC is currently in discussions with parties in relation to farm-in and joint venture opportunities for this project.
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Figure 3: Choma Project Area
The initial projects being acquired offers the Company an exciting spectrum of exploration targets: traditional copperbelt style targets at Solwezi; new Au, Cu-Au-Ag and Pb-Zn targets with the added possibility of coal and uranium at Kabwe; and fundamental, greenfields exploration and target generation at Choma.
In addition, new applications have been submitted for exploration licenses in several additional areas identified as being prospective by LRC.
Under the revised terms of the transaction the Company has agreed, subject to shareholder approval, to issue to the shareholder of LRC (being a company associated with Johan Engelbrecht):
(a) 100,000,000 fully paid ordinary shares in GSF for the acquisition of LRC.
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(b) 170,000,000 fully paid ordinary shares in GSF upon LRC securing the right to acquire an advanced mining project. The shares are to be issued upon completion of a desktop study (to the sole satisfaction of GSF) to confirm the economic viability of the project. LRC is currently in discussions with parties in relation to the acquisition of such projects.
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(c) 270,000,000 fully paid ordinary shares in GSF upon completion of a Bankable Feasibility Study (to the sole satisfaction of GSF).
ASX has also confirmed that Listing Rule 11.1.3 does not apply to the acquisition as it relates to (a) above and as such the Company will not be required to comply with Chapters 1 and 2 of the Listing Rules. Depending on the nature and scale of the transactions contemplated in (b) and (c) above, the Company may be required to comply with Chapters 1 and 2 of the Listing Rules in the future.
It is anticipated that a meeting of shareholders will be held in early April to approve the issue of the first tranche of shares to LRC. A notice of meeting is expected to be mailed to shareholders shortly.
Released by
Lee Boyd Company Secretary GSF Corporation Ltd
Notes:
Londoloza Resource Corporation - The Londoloza team comprises skilled businessmen, engineers, metallurgists, project managers and geologists who work out of Canada, Australia, Zambia and South Africa and have travelled extensively throughout Africa, in addition to its management team based in Zambia and South Africa. The Londoloza Board of Directors is made up of professionals who bring a wealth of experience from various backgrounds, including geology, mining, finance, legal, communications and investor relations.
Capitalizing on this unique positioning in the mining industry, Londoloza is able to build value for its shareholders, while simultaneously making valuable contributions to the Zambian economy. Londoloza is respectful of local customs and cultures, mindful of its role as an ambassador in the country it operates and sensitive to community and environmental concerns. We are committed to community participation and investment in the local community. Londoloza’s strength in “understanding local customs” and our policy in local economic empowerment, social and local economical responsibilities is experience gained in southern Africa.
Zambia - Centrally situated in southern and central Africa, Zambia's abundant resources include mineral deposits, arable land, water and hydroelectric power. A democratic and peaceful nation, the country has in recent years begun to reap the rewards of political social and macroeconomic stability, becoming one of Africa's emerging economic powerhouses. The government is committed to creating an enabling environment to attract further investment and stimulate private sector development, with economic growth bringing about improvements in both social and physical infrastructure. Although mining and agriculture have long been vital to national development, efforts to further diversify the economy mean that increased attention is being given to the manufacturing and tourism industries.
The traditional focus of the Zambian economy has been mining and quarrying, in particular the mining and refining of copper and cobalt, of which the country has vast reserves. Following difficult operating conditions in the 80s and 90s, the sector has seen a turnaround in the past several years due to factors such as increased capital investment, improved output due to better production techniques, the expansion of existing operations and the commissioning of new mines, and the substantially higher copper prices on international markets. The sector continues to play an important strategic role in economic development as a source of foreign exchange and employment.
Resources companies with enormous land holdings locking up the mineral wealth in Zambia preventing development of tenements into operational mines have to rethink their strategies. The current Zambian Government policy of “use it or lose it,” is unlocking land and creating the opportunity for well funded companies to actively perform and commence with exploration work in areas previously locked-up or areas where no work has been done by the permit holders.