IGE Resources - Details regarding the agreement for the acquisition of Ghana Gold AB
Reference is made to the press release dated 25thof March regarding the
agreement for the contemplated acquisition of Ghana Gold AB ("Ghana
Gold") from Alluvia Mining Ltd. ("Alluvia Mining") (the "Agreement").
About the transaction
IGE Resources has entered into an agreement with Alluvia Mining to
purchase Ghana Gold, including the right to purchase six recovery lines
to be delivered by AuVert Recovery System Ltd for production of alluvial
diamonds and gold. The full purchase price of these recovery lines
amounts to USD 15 million per recovery line, of which USD 2 million per
recovery line has been paid (in total USD 12 million) by Ghana Gold. The
acquired rights and obligations are held under a purchase order dated 31
May 2012 according to an exclusive master purchase and sale agreement
for gold recovery lines.
The Agreement was conditional on the outcome of an Extraordinary General
Meeting held in the Mineral Invest International MII AB (publ), which
thereby divested Ghana Gold to Alluvia Mining for SEK 150 million.
Mineral Invest held its Extraordinary General Meeting on the 22nd of
March 2013 where the general meeting approved the divestment of Ghana
Gold. The shareholder approval was the last condition precedent for the
transaction between Alluvia Mining and Mineral Invest which is now
scheduled to be completed shortly. Consequently, once Alluvia Mining's
acquisition of Ghana Gold is completed, Alluvia Mining and IGE will work
on closing IGE's acquisition of Ghana Gold. IGE's acquisition of Ghana
Gold is, however, still conditional upon approval of IGE shareholders'
meeting and IGE will thus call for an Extraordinary General Meeting to
be held on the 25th of April 2013 to authorize the transaction. Subject
to the authorization of the shareholders of IGE, it is expected that the
transaction will be completed in May 2013.
In addition, as a part of the transaction, as soon as Alluvia Mining's
acquisition of Ghana Gold has been completed, Alluvia Mining has agreed
to transfer its partner agreement with Mineral Invest regarding the
exploitation of the alluvial gold license Wanga and the exploitation
activities under the Moyale license in Ethiopia to Ghana Gold.
Purchase price
The purchase price for 100 percent of the shares in Ghana Gold will be
split as follows:
1) SEK 50 million in cash (the "Cash Component") was paid by IGE in
connection with the execution of the Agreement on the 23rd of January
2013.
2) 50 million new issued shares of IGE, to be subscribed for by
Alluvia Mining in a directed share issue at the subscription price of
SEK 2 per share. The preferential rights of the shareholders are set
aside for purposes of IGE to complete the transaction of Ghana Gold.
3) 10 percent of the net smelter royalty, the gross revenue (total
revenue minus production costs) from the Purchaser's sale of metals from
it's the alluvial projects included in the Agreement.
Subject to the approval from the IGE shareholders' meeting, the board of
directors will be authorized to issue 50 million new shares to Alluvia
Mining to be subscribed for as soon as possible after the Extraordinary
General Meeting.
No agreements have been entered into, or are expected to be entered
into, as to the special benefit of the management or board members of
Ghana Gold AB in connection with the transaction.
Loan facility agreement
Amarant Finance Ltd, an affiliate to Amarant Mining, IGE's largest
shareholder, has agreed to make available a loan to IGE of USD 5
million. The loan runs with an annual interest rate of eight (8) percent
to be paid on a quarterly basis. The duration of the loan is three (3)
years; all outstanding amounts including accrued interest shall be
repaid by IGE on the termination date of the loan, no later than 23rd of
January 2016. The purpose of the loan is to ensure that IGE has
sufficient working capital until production is initiated.
Pledge provided with respect to the Cash Component
The Cash Component has been secured by a pledge issued by Conventus
Limited, an entity owned by Alluvia Mining. Conventus Limited has
irrevocably and unconditionally pledged, as a first ranking pledge, all
its rights to its 36,098,989 shares of common stock in the company
Advanced Mineral Technologies, Inc. The shares have a book value of SEK
180 million. In case IGE's acquisition of Ghana Gold is not completed,
the Cash Component will immediately be repaid with the shares of
Advanced Mineral Technologies, Inc. constituting the security for the
due and punctual payment hereof.
Significance and impact of the transaction for IGE
The right to the AuVert Recovery lines in which Ghana Gold has an pre
-paid interest will provide a significant capacity to produce alluvial
diamonds and gold for IGE. With the support of the machinery which will
be included in fully financed recovery lines, IGE will be well prepared
to start production with a relatively short ramp up period. Based on the
improved technology, IGE expects significant alluvial recovery on new
prospects and old tailings of both gold and diamonds.
"The Board's main focus is to act in our shareholders' best interest and
to create value for our shareholders. The proposed acquisition of Ghana
Gold, including the state-of-the-art recovery lines from AuVert Systems,
will significantly improve recovery rates compared to current industry
standards. The proposed acquisition adds significant resources to our
existing assets and our view is that the acquisition of Ghana Gold will
be an important step to get into production and thereby generate
positive cash flow. It is important to note that the recent year's
strong development in the gold price gives IGE an excellent opportunity
to expand our operations in a profitable way", says Ulrik Jansson,
Chairman of the IGE Board.
About Ghana Gold
Ghana Gold is a company incorporated under the laws of Sweden with
corporate registration number 556894-8870. The board consists of Andreas
Hammerich and deputy member Carl-Johan Eldh (CEO and CFO of Mineral
Invest) and the management consists of none. The company has no
employees.
Key figures from Ghana Gold AB balance sheet and income statement by
25th March 2013:
Income MSEK -
Operating expenses MSEK -
Total Assets MSEK 81 601
Net Equity MSEK 81 601
For additional information, please contact:
Ulrik Jansson
Chairman of the Board, IGE Resources AB
Tel: +46 70 751 41 84
E-mail: ulrik.jansson@crownenergy.se
IGE Resources AB (publ) is a Scandinavian asset management and
development company within natural resources. IGE's portfolio currently
consists of several diamond exploration and production assets in
Southern Africa and Nickel Mountain Resources AB (publ) owning
Scandinavia's largest nickel deposit. IGE is headquartered in Stockholm
and its shares are listed on the Oslo Stock Exchange (ticker: IGE).
Please refer to
www.ige.se (http://media.ne.cision.com/l/eavxxcwg/www.ige.se/) for more
detailed information.