Issue of Equity

Kenmare Resources PLC 18 June 2004 18 June 2004 Kenmare Resources plc ('Kenmare' or 'the Company') PLACING AND OPEN OFFER TO RAISE UP TO US$97 MILLION (STG£53 MILLION) FURTHER SIGNIFICANT STEP TAKEN TOWARD MOMA PROJECT IMPLEMENTATION Kenmare is pleased to announce that the Company has arranged an equity funding, comprising a Placing of US$55 million (Stg£30 million), which covers Kenmare's equity requirement of US$49 million for the Moma Titanium Mineral Sands Project plus expenses. Kenmare is also pleased to announce an Open Offer, on the same terms, of up to US$42 million (Stg£23 million), which would cover a US$30 million contingency fund which is required for the overall Project financing. The completion of the equity funding will represent the last major step in the financing of project implementation at the Moma Titanium Mineral Sands Project in Mozambique. As detailed below, significant progress has also been made in finalising debt funding for the Project and Kenmare and the lenders to the Project expect to sign loan agreements covering US$269 million of project debt in Iveagh House in Dublin this afternoon. Placing and Open Offer Kenmare has, with its brokers, Canaccord Capital (Europe) Limited ('Canaccord') and J&E Davy ('Davy'), undertaken a placing for a total of 187,500,000 new Ordinary Shares in the capital of the Company at a price of Stg16p per share, to raise in aggregate Stg£30 million, before expenses (the 'Placing'). The Company is also implementing an open offer of in aggregate 143,968,222 new Ordinary Shares to existing Shareholders on the basis of 13 new Ordinary Share for every 27 existing Ordinary Shares held at the close of business on 16 June, 2004 to raise up to Stg£23 million (the 'Open Offer'). The Placing and Open Offer are subject to a number of conditions, summary details of which are set out below. It is also intended that new warrants to subscribe for Ordinary Shares will be issued to subscribers under the Placing or Open Offer on the basis of 1 such warrant ('New Warrant') for every 4 new Ordinary Shares subscribed for. Each New Warrant will carry an entitlement, on exercise at a price of Stg19p, to 1 new Ordinary Share and will be exercisable from the date of issue up to 23 July, 2009. It is intended that the New Warrants will be admitted to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to dealing on the Irish Stock Exchange and the London Stock Exchange's main market for listed securities. The Open Offer is not underwritten but, to the extent that the combined proceeds of the Placing and the Open Offer are less than Stg£53 million (or such lesser amount as may be necessary to satisfy the relevant condition precedent for drawdown on the Project loans), Canaccord has committed to use its best endeavours to procure subscribers in order to meet the targeted funds, whether for Ordinary Shares not taken up under the Open Offer, additional Ordinary Shares or by way of another instrument such as a convertible loan note ('Supplemental Placing'). When completed, the Placing and Open Offer, and if necessary, a Supplemental Placing, will provide the Group with the complete equity component, totalling US$79 million net of expenses, of Project Financing for its Moma Project in Mozambique. Board approvals of loans have been procured from all of the members of a group of lenders which includes The African Development Bank, the European Investment Bank, ABSA, a South African commercial bank, FMO, a Dutch development finance institution, and KfW Bankengruppe, a German development finance institution, for the debt component of Project Financing. The formal loan agreements for the debt package, totalling up to US$269 million in a combination of senior and subordinated debt, are expected to be signed this afternoon ('Loan Agreements'). As previously announced, the EPC Contract for the construction and commissioning of the mine at Moma has also been signed and sales agreements have been entered into in respect of sufficient Mine product to satisfy the related condition to loan disbursement. All governmental and environmental licences and other approvals necessary to commence the development of the Mine are also now in place. Commenting on the Placing and Open Offer proposals, Mr. Charles Carvill, Chairman stated: 'With the Placing and Open Offer, Kenmare is putting in place the last significant pre-condition to project implementation at Moma. The support afforded by the participants in the Placing, primarily UK and Irish institutional investors, is a key validation of Kenmare's strategy for Moma. Assuming that all of the conditions of Project Financing are satisfied, and work under the EPC Contract is conducted on schedule by the EPC Contractor, the mine will be operational during the second half of 2006.' Conditions of the Placing and Open Offer The completion of the Placing and Open Offer is conditional, inter alia, on shareholder approval of the relevant resolutions being received at an Extraordinary General Meeting, the Loan Agreements having been entered into, and not less than Stg£53 million (or such lesser amount, net of expenses, as may be necessary to satisfy the relevant condition precedent for drawdown of the Project loans) being raised under the Placing and Open Offer (and if necessary a Supplemental Placing). The Placing and Open Offer will also each be conditional on the approval, subject to allotment, by the Irish Stock Exchange and the UK Listing Authority of application for admission of the New Ordinary Shares and New Warrants to be issued pursuant thereto to their respective Official Lists and on the Irish Stock Exchange and the London Stock Exchange admitting such New Ordinary Shares and New Warrants to trading on their respective main markets for listed securities. The long stop date for satisfaction of these conditions is 30 September, 2004. Implications of Signing the Loan Agreements If the Loan Agreements are signed, then certain fees due to the Lenders and certain fees due to advisers would become payable, which fees are of the order of in aggregate Stg£5.4 million (US$9.8 million). . Existing cash reserves of the Group would be insufficient to cover these amounts. In the event that the Placing and Open Offer does not complete by the respective expected dates of mid to end July, 2004 (such delay being likely to arise (assuming the prior approval by Shareholders of the Resolutions) only in the circumstances where a Supplemental Placing is required and is not completed by the expected date in mid July, 2004), the Group will have an immediate working capital shortfall and will be required, as a matter of urgency to take certain remedial actions to address its financial position pending subsequent completion of the Placing and Open Offer (which must in any event, in accordance with its conditions, occur by 30 September, 2004). Such actions, which would be implemented by the Group as soon as it becomes aware of the likelihood of any delay, would include limiting discretionary expenditure and negotiating the timing and method of payments to creditors, including the Lenders and advisers. The Directors are confident that the Lender and adviser fees would, where required, be deferred. Notwithstanding the working capital implications of signing the Loan Agreements, the Directors are of the view that such signature is a necessary and appropriate step in order to advance project implementation. Shareholder Documentation Shareholder documentation relating to the proposed Placing and Open Offer, containing inter alia detailed information on the Moma Project, and on the procedure and timetable for application under the Open Offer, and convening the requisite Extraordinary General Meeting, is expected to be posted to Shareholders on Monday, 21 June, 2004. Kenmare Resources plc Michael Carvill Tony McCluskey Managing Director Finance Director Tel: +353-1-671 0411 or +353-87-674 0110 Tel: +353-1-671 0411 or +353-87-674 0346 Murray Consultants Conduit PR Ltd Tom Byrne Leesa Peters Tel: +353 (1) 498 0300 or +353 (86) 810 4224 Tel: + 44 207 936 9095 Mob: + 44 (0)781 215 9885 www.kenmareresources.com This information is provided by RNS The company news service from the London Stock Exchange
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