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IONIC RARE EARTHS LIMITED M&A Activity 2006

Apr 30, 2006

65151_rns_2006-04-30_a8961439-d901-48de-ab12-6a26347d4ee1.pdf

M&A Activity

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Ezenet Limited ACN 083 646 477 ABN 84 083 646 477

2 Bulimba Road Nedlands Western Australia 6009

Tel: +618 9389 9345 Fax: +618 9389 9749 www.ezenet.com.au

STOCK EXCHANGE RELEASE

For immediate release

Dated 28 April 2006

Weatherly International plc

On 15 December 2005 Ezenet Limited ("Ezenet") announced that it had sold its interest in Puku Minerals Limited ("Puku Minerals") to London Stock Exchange AIM listed company Weatherly International plc ("Weatherly"). In payment of this transaction, Ezenet received 18,281,250 shares in Weatherly.

Subsequent to this announcement, Weatherly has announced on 26 April 2006, to acquire an initial 56% interest in Namibian company Ongopolo Mining & Processing Limited.

Ezenet & Weatherly Chairman Dr Wolf Martinick said "the acquisition by Weatherly of Ongopolo represents another step toward turning Weatherly into a major player in the Southern African mining industry. The transaction adds to the recent activities of Weatherly in which the Puku Minerals prospecting licenses in Zambia were acquired. The benefits to Ezenet are believed to be considerable as Ezenet holds a sizable shareholding in Weatherly".

A copy of the 26 April 2006 Weatherly announcement is attached for information.

For further information on Ezenet Limited please visit www.ezenet.com.au For further information on Weatherly International plc please visit www.weatherlyplc.com

Wolf Martinick Chairman

Requiatory Announcement

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$\overline{M}$ $\rightarrow$

Company Weatherly International PLC TIDM WTI Headline Ongopolo acquisition Released 08:00 26-Apr-06

26 April 2006

Weatherly International plc ("Weatherly" or the "Company") Signs Heads of Agreement with the Government of Namibia, Ongopolo Board and Secured Lenders to acquire an initial 56% stake in Ongopolo Mining & Processing Limited ("Ongopolo")

The Board of Weatherly is pleased to announce that the Company has signed a Heads of Agreement to acquire an initial 56% interest in Ongopolo Mining & Processing Limited for a cash investment of US\$30 million (approximately £16.8 million). Ongopolo is a copper mining and smelling company with activities in central and northern Namibia. It operates three copper mines and a smelter and is in the process of developing three new mining projects.

The proposed Ongopolo investment is subject to due diligence and funding. Owing to its size, the transaction will constitute a reverse takeover and will be conditional on Weatherly shareholder approval. In consequence, Weatherly shares will be suspended pending the completion of the transaction and application for readmission.

Funding for the investment is to be provided by the proposed placing of £18 million of new Weatherly shares (the "Placing"). In addition, the Company has existing cash resources of £3.5 million. The Placing will take place in two stages, the first having already been completed. Commitments have been received in respect of £9.1 million representing $87,215,000$ new Weatherly shares to be placed at 10.5p. These initial funds have been raised unconditionally.

The balance of the Placing, which will be conditional upon the completion of the Ongopolo transaction, will take place when a new Competent Person's Report is available on Ongopolo's operating and exploration assets.

Ongopolo is a private Namibian company which owns and operates three copper mines and a smelter. Two of the operating mines (Otjihase and Matchless) are located near Windhoek, the capital of Namibia. The other operating mine is located at Kombat with the smelter nearby at Tsumeb, both in the northern part of the country. During the year ended December, 2005, Ongopolo's smelter produced approximately $24,000$ tonnes of copper, approximately $50\%$ sourced from internal mine production and the rest from imported concentrates. Based on an independent technical report prepared in 2004, Weatherly estimates that Ongopolo has sufficient known reserves for the next five years, plus sufficient resources from its existing leases to expand the reserve base by a further 5 years.

In addition to the operating assets, Ongopolo is in the process of developing the new Asis Far West underground mine to replace the aging Kombat mine. At Asis Far West, an 800 metre shaft was recently completed and lateral development to the main ore body is in progress. Ongopolo also plans to develop a small satellite underground operation at Tsumeb West (1) million tonnes @ 2% copper), and a significant Open Pit at Tscheudi (15 million tonnes @ 0.93% copper). The overall resource base, to be confirmed in due diligence, is believed to be around 30 million tonnes grading $1.5\%$ copper or $476,000$ tonnes of contained copper. Ongopolo also owns a diverse portfolio of advanced exploration assets primarily copper, zinc/lead and precious metals.

The cash investment by Weatherly comprise: (i) US\$ 20 million by way of subscription for new shares in Ongopolo to establish a controlling 50% interest; (ii) US\$8.2 million to secured creditors in order to purchase Ongopolo debt securities at below par value and to purchase an additional 6% of the enlarged share capital of Ongopolo; and (iii) US\$1.8 million to one of the secured lenders to retain a property package which includes five farms containing surface rights for the Tscheudi project.

The Heads of Agreement requires that the secured lenders convert their outstanding debt in Ongopolo to shares in Ongopolo with the option to convert instead to Weatherly shares at a value of 20p per Weatherly share. Dependent on whether the secured lenders elect Ongopolo or Weatherly stock, Weatherly's equity interest in Ongopolo could increase over time to 70%.

This 'debt to equity' conversion will leave Ongopolo essentially debt free except for loans of approximately US\$10 million owing to Weatherly. Discussions have been held with trade creditors concerning the outstanding amount of approximately US\$17 million and trade creditors representing 85% of this amount have agreed to a rescheduling over a five year period.

Application is being made to the London Stock Exchange plc for the admission of the new Weatherly shares issued in the Placing to trading on AIM. Admission is expected to become effective by Thursday 4 May and dealings will commence once the transaction is complete and Weatherly's shares are readmitted to trading on AIM. Commitments received for Weatherly shares in the placing at 10.5p include a subscription by Dr Wolf Martinick, Chairman and Director of Weatherly, in respect of 450,000 new Weatherly shares resulting in his shareholding in Weatherly increasing to 18,797,290 Weatherly shares representing 8.14 per cent of the enlarged issued share capital; a subscription by Mr John Bryant, Director of Weatherly in respect of 85,000 new Weatherly shares resulting in his shareholding in Weatherly increasing to 397,500 Weatherly shares representing 0.17 per cent of the enlarged issued share capital; and a subscription by Mr Peter Redmond, Director of Weatherly in respect of 85,000 new Weatherly shares resulting in his shareholding in Weatherly increasing to 251,666 Weatherly shares representing 0.11 per cent of the enlarged issued share capital. Following the placing the enlarged issued share capital of the Company will comprise 230,904,593 ordinary shares.

During the restructuring period, which is likely to take several months, Weatherly will undertake detailed due diligence on the Ongopolo group which will include a new Competent Person's Report on its operating and exploration assets.

Weatherly has also entered into an Interim Management Agreement with Ongopolo to take over the operational management of the company during the restructuring period. Additionally, Weatherly has agreed, as part of its total equity subscription of US\$20 million to advance up to $N40$ million (approximately £3.7 million) of interim funding to support Ongopolo's existing mining operations. N\$30 million of this interim funding is guaranteed by the Government of Namibia in the event of a failure to close the transaction by 30 June 2006. The balance of N\$10 million is secured by a first mortgage over certain exploration assets of Ongopolo.

Chief Executive Rod Webster said: "This is a unique opportunity for both Weatherly and the Government of the Republic of Namibia to oversee the rejuvenation and future development of Ongopolo's considerable assets. The Board also sees this as part of a regional strategy whereby Ongopolo's smelter could be expanded to process concentrates from both Weatherly's own Luanshya project and others in Zambia and the Congo."

For further information please contact:

Weatherly International plc
Rod Webster, Chief Executive
John Norris, Company Secretary
$+44(0)$ 20 7917 2989
Libertas Capital
Jonathan Flory / Stephen Pickup
$+44(0)$ 20 7569 9650
First City Financial
Sarah Samworth
$+44(0)$ 20 7436 7486

Information on Weatherly

Weatherly's main activity is that of exploration and development of mining and mineral projects.

The Company holds certain exploration and development rights to a copper mining project in Zambia, covering a decommissioned copper mine and tailings dam situated in Luanshya, in the Zambian copper belt (the copper-producing region of northern Zambia). The Luanshya Copper Project (an area defined by the licenses covering these exploration and development rights) is considered by the Board of Weatherly to be one of the larger copper resources in Zambia with up to 1.4 million tonnes of copper contained in resource categories. The Board of Weatherly estimates that the Luanshya Copper Project could be capable of producing up to 60,000 tonnes of copper annually using modern, proven mining and processing techniques. ${\rm END}$

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