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SEMAFO INC. — M&A Activity 1999
Oct 26, 1999
42918_rns_1999-10-26_8c6f8d8c-cb25-41b4-aca3-20dda820a121.pdf
M&A Activity
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MATERIAL CHANGE REPORT
Item 1. Reporting Issuer SEMAFO Inc. boul. Marcel-Laurin, Suite 375 Saint-Laurent, Quebec H4M 2M4 Item 2. Date of Material Change October 22, 1999 Item 3. Press Release Forwarded to the TSE on October 22, 1999 and disseminated through BCE Emergis on that same date.
Item 4. Summary of Material Change
SEMAFO Inc. («SEMAFO») as reached an agreement with Etruscan Resources inc. («Etruscan») whereby it acquires a 50% participation in African GeoMin Development Corporation Limited (“African GeoMin”).
Item 5. Full Description of Material Change
SEMAFO has reached an agreement with Estrucan whereby it acquires a 50% participation in African GeoMin for a sum of $2.5 million US, and will acquire 50% of the approximate $30 million US debt owed by African GeoMin to Etruscan for a sum of $2.5 million US. African GeoMin owns the Samira Hill Gold Project and has agreed to purchase from Ashanti/IAMGOLD the Saoura permit which hosts the Libiri gold deposit. This transaction is the first one done under the auspices of the Semafo/Managem alliance.
Under the terms of the agreement, additional financing will be made available to African GeoMin through the subscription by Semafo of retractable preferred shares of African GeoMin which will carry an 8% dividend and will be retractable based on 60% of the free cash flow into African GeoMin after debt repayment. Dividends will be cumulative until free cash flow is available. Semafo will have a majority of Directors on the African GeoMin board. Semafo will also immediately provide to Etruscan, as a secured loan, a sum of $2.0 million US.
This transaction is subject to the approval of the Toronto Stock Exchange and to a due diligence on African GeoMin satisfactory to Semafo.
Item 6. Reliance on Confidentiality Provisions
Not applicable
Item 7. Omitted Information
None
Item 8. Senior Officers
For further information, contact Benoit LaSalle, President and CEO of SEMAFO, at (514) 744-4408.
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Saint-Laurent, Quebec this 25 day of October 1999.
SEMAFO INC.
by: (s)_Louise Vaillancourt-Châtillon______ Louise Vaillancourt-Châtillon Corporate Secretary and Legal Counsel