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News articles 2009

 

  
       
Monday, 30 April 2009
MTX - Metorex Limited - Camec/Copper Resources Corporation
Resources Corporation ("The Transaction") And Further Cautionary Announcement
Introduction METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTX

ISIN: ZAE000022745 ("Metorex" or "the Company")

ACQUISITION BY METOREX OF A FURTHER 246 579 089 SHARES IN COPPER RESOURCES CORPORATION ("THE TRANSACTION") AND FURTHER CAUTIONARY ANNOUNCEMENT Sponsor: Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 30/04/2009 12:12:01 Produced by the JSE SENS Department.

1. INTRODUCTION  
  Metorex shareholders are referred to the announcement dated 10 February 2009 wherein the salient features of the Transaction were detailed. Metorex now owns 87.1% of Copper Resources Corporation ("CRC") as a result of the recent offer for subscription wherein it subscribed for an additional 246 579 089 shares in CRC ("the Offer for Subscription") through conversion of its loan. However, as a consequence of the disenfranchisement of the Central African Mining & Exploration Company interest in CRC, Metorex has an effective economic interest in CRC of 99.99%.
   
2. BACKGROUND INFORMATION ON METOREX AND CRC 
  Metorex currently has numerous operations in South Africa, Zambia and the Democratic Republic of the Congo ("DRC"). Its main commodities are copper and cobalt, which together contributed 67% of EBITDA in FY2008. The Company also produces gold, fluorspar and antimony. In South Africa, Metorex owns 70% of fluorspar producer Vergenoeg Mining Company (Pty) Limited, produces antimony through its wholly-owned Consolidated Murchison division and holds a 54% stake in AIM and Alt-X listed mid-tier gold producer Pan African Resources plc. Metorex also owns 85% of copper producer Chibuluma Mines plc and 100% of copper/cobalt producer Sable Zinc Kabwe Limited, both located in Zambia. In the DRC the Company has a 75% stake in the Ruashi copper/cobalt mine and the Musonoi copper/cobalt deposit. CRC is the holding company of a group of mineral exploration and development companies. CRC owns a 72% interest in Miniere de Musoshi et Kinsenda, which holds the Kinsenda high-grade deposit together with the Lubembe deposit.
   
3. RATIONALE FOR THE TRANSACTION
  CRC pursued the Offer for Subscription to all existing Shareholders in order to provide the company with working capital. In addition to a very small number of shareholders, Metorex participated in the offer by converting a portion of the Metorex Loan as its pro rata participation in the Offer for Subscription (Metorex had extended loans of approximately US$29.5 million to CRC as at 31 January 2009). The conversion of a potion of this loan into equity resulted in Metorex holding over 87% of the enlarged issued share capital of CRC. The Offer for Subscription was not underwritten. The Metorex board of directors is of the opinion that the opportunity to own 87% of CRC allows for further potential value creation for Metorex shareholders.
   
4. PURCHASE CONSIDERATION
  The purchase consideration is 7 pence per share subscribed thereby totalling US$25.2 million. There are no additional expenses relating to the Transaction which are payable by Metorex.
   
5. WARRANTIES
  The Transaction was subject to the usual warranties associated with transactions of this nature.
   
6. EFFECTIVE DATE
  The effective date of the Transaction was 23 March 2009.  
   
7. CONDITIONS PRECEDENT 
  There are no remaining conditions precedent in respect of the Transaction. 
   
8. PRO FORMA FINANCIAL EFFECTS   
  The Transaction has had no effect on earnings per share ("EPS"), diluted earnings per share ("DEPS"), headline earnings per share ("HEPS"), diluted headline earnings per share ("DHEPS"), net asset value per share ("NAVPS") and tangible net asset value per share ("TNAVPS") as a result of Metorex holding a controlling interest in CRC before the Transaction and CRC not having been profitable since its incorporation.

These pro forma financial effects were prepared for illustrative purposes only to assist the shareholders of Metorex to assess the impact of the Transaction on the EPS, DEPS, HEPS, DHEPS, NAVPS and TNAVPS of Metorex had the Transaction occurred on 1 July 2008 for income statement purposes and 31 December 2008 for balance sheet purposes.

These unaudited pro forma financial effects have been disclosed in terms of the Listing Requirements of the JSE and because of their nature may not fairly present Metorex`s financial position, changes in equity, results of operations or cash flows.

The unaudited pro forma financial effects have not been reviewed or reported on by the Company`s auditors and are the responsibility of the directors of Metorex.

The EPS, DEPS, HEPS, DHEPS, NAVPS and TNAVPS before the Transaction were based on Metorex`s consolidated unaudited interim results as at 31 December 2008 as published on SENS on 3 March 2009. The unaudited pro forma financial effects were prepared in accordance with International Financial Reporting Standards and are consistent with the accounting policies applied by Metorex for the financial year ended 30 June 2008.
   
9.  CATEGORISATION
  In terms of the Listings Requirements of the JSE Limited, the Transaction is deemed to be a Category 2 Transaction.
   
10. FURTHER CAUTIONARY ANNOUNCEMENT
  Metorex shareholders are advised that the cautionary announcement in terms of this Transaction has been withdrawn. However, shareholders are further advised that Metorex remains involved in negotiations which may have an effect on the price of the Company`s securities.

Accordingly, shareholders should continue to exercise caution when dealing in their Metorex securities until a further announcement is made.

Rosebank 3
April 2009 Sponsor and Corporate Advisor: Barnard Jacobs Mellet Corporate Finance (Pty) Limited Date: 03/04/2009 16:03:01 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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