Placing and Open Offer

Ormonde Mining PLC 19 April 2001 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan. ORMONDE MINING PLC ('Ormonde' or 'the Company') TO RAISE IR£400,000 BY WAY OF A PLACING OF 20,000,000 NEW ORDINARY SHARES AT IR2P PER SHARE SUBJECT TO OPEN OFFER CLAWBACK OF 5,489,730 NEW ORDINARY SHARES AT IR2P PER SHARE ON THE BASIS OF 1 NEW ORDINARY SHARE FOR EVERY 8 EXISTING SHARES HELD AND PROPOSED APPOINTMENT OF MR. COLIN ANDREW AND MR. JOHN CARROLL AS NON-EXECUTIVE DIRECTORS INTRODUCTION It was announced today that Ormonde proposes to raise IR£400,000, before expenses, by way of a Placing of 20,000,000 New Ordinary Shares at IR2p per share, subject to Open Offer clawback of 5,489,730 New Ordinary Shares at IR2p per share. This fundraising will facilitate the readmission of the issued shares in the Company ('the Existing Shares') to dealing on the Exploration Securities Market of the Irish Stock Exchange. Readmission will be effective as of the start of business on Friday, 20 April, 2001. In addition the funds raised will be used to facilitate the strategic repositioning of the Company referred to below, to effect a settlement with creditors of the Company and for working capital purposes. Ormonde is also pleased to announce today the proposed appointments of Mr Colin Andrew and Mr John Carroll as non-executive Directors of the Company ('the Proposed Directors'), conditional on completion of the Placing and Open Offer and on Shareholder approval at the forthcoming Extraordinary General Meeting ('Completion'). On Completion, Mr Colin Andrew will assume the role of Chairman vacated by Mr Michael Donoghue and Mr John Carroll will replace Mr Hugh McCormack who is also resigning on Completion. The Directors believe that these additions to the Board will benefit the Company in the implementation of its revised strategy. The position of Managing Director will remain vacant until new exploration interests have been identified. BACKGROUND Ormonde is an Irish based company which to-date has focused on the exploration of gold properties in Tanzania and Ireland and whose current mineral interests are comprised of two gold projects located in the Lake Victoria Goldfield of northern Tanzania. Having conducted a critical review of its existing portfolio, comprising the Siga Hills Project and the Mrangi Project, the Board has concluded that diversification of the Company's interests would be of strategic benefit. Accordingly the Company now proposes to refocus its mineral exploration activities such that Tanzania will no longer remain a key area of activity. In particular, it is intended that the Group will examine opportunities in both base and precious metals in Europe and North Africa. PLACING AND OPEN OFFER Under a Placing and Open Offer Agreement, arrangements have been made for the placement of 20,000,000 New Ordinary Shares at IR2p each, of which 5,489,730 New Ordinary Shares have been conditionally placed and are subject to clawback under the terms of the Open Offer. Placing shares are being placed with both new and existing shareholders. The Issue Price represents a premium of approximately 21% to the last dealt price in the Existing Shares on 8 December, 2000 (being the latest date on which dealing in the Existing Shares occurred prior to suspension). The Open Offer is fully underwritten pursuant to the Placing and Open Offer Agreement. The Placing is subject to the following conditions being satisfied on 12 May, 2001 or such later date as may be agreed, being not later than 31 May, 2001: (i) the passing at an Extraordinary General Meeting convened for 11.05 a.m. on 12 May, 2001 of all the proposed Resolutions; (ii) the Placing and Open Offer Agreement becoming unconditional and not having been rescinded or terminated in accordance with its terms; and (iii) the Irish Stock Exchange, subject to allotment, granting permission to deal in the New Ordinary Shares on the Exploration Securities Market. The Open Offer is made by Ormonde to Qualifying Shareholders to subscribe (on the terms and subject to the conditions set out in the ESM Particulars and in the Open Offer Application Form) for up to a total of 5,489,730 New Ordinary Shares at IR2p per share payable in full on application by no later than 3.00 p.m. on 12 May, 2001 on the basis of: 1 New Ordinary Share for every 8 Existing Shares held at the close of business on 12 April, 2001 and so in proportion for any lesser or greater number of Ordinary Shares. Fractions of New Ordinary Shares will not be allotted and entitlements will be rounded down to the nearest whole number of New Ordinary Shares. Open Offer Shares, representing fractional entitlements will be aggregated and taken up under the Placing for the benefit of the Company. Temporary documents of title will not be issued and, pending the issue of definitive certificates, transfers will be certified against the register. To the extent that Qualifying Shareholders do not apply for their full entitlements, the balance of their entitlements will be placed pursuant to the Placing and Open Offer Agreement. Application has been made to the Irish Stock Exchange for permission for the New Ordinary Shares to be dealt in on the Exploration Securities Market of the Irish Stock Exchange. It is expected that dealings in the New Ordinary Shares will commence on the Explorations Securities Market of the Irish Stock Exchange on 15 May, 2001. USE OF PROCEEDS Ormonde expects to raise IR£360,000, after expenses, through the Placing and Open Offer. The net proceeds are currently planned to be used to meet the costs of the redirection and reorganisation of the Group. Approximately one third of the funds raised will be dedicated to new business development involving primarily the identification of potential investment opportunities and performance of due diligence in relation thereto. This process will involve the examination of opportunities in both base and precious metals in Europe and North Africa and while no specific investment opportunities in either jurisdiction have been identified as of the date hereof, the Proposed Directors have commenced preliminary investigations. It is intended that this process will be quickly accelerated on Completion, and the Proposed Directors envisage considerable progress in the six to twelve months following Completion. The balance of the funds, being approximately IR£240,000 will be used to discharge certain outstanding liabilities, including a pre-arranged partial cash settlement with internal and external creditors of approximately IR£80,000 and for working capital purposes. Agreements have also been reached with creditors of the Company whereby an aggregate outstanding amount of approximately IR£134,171 will be converted into 3,833,481 New Ordinary Shares to be issued, at IR3.5p per share, credited as fully paid, conditional on the passing of the Resolutions. INTERIM RESULTS AND ANNUAL REPORT The Company's interim results, for the six months ended period 31 December, 2000, are also being released today and are reproduced in the ESM Particulars. The Annual Report of the Company for the fiscal year ended 30 June, 2000 is also being published today. EXTRAORDINARY GENERAL MEETING In order to facilitate the Placing and Open Offer, and the settlement with creditors, a number of resolutions are being proposed at an Extraordinary General Meeting convened for 11.05 a.m. on 12 May, 2001, or as soon as practicable thereafter as the Annual General Meeting of the Company convened for the same date, shall have concluded or been adjourned. Resolution 1 is to increase the authorised share capital of the Company from IR£5,000,000 to IR£5,600,000 by the creation of 30,000,000 new Ordinary Shares of IR2p each. Resolution 2 is to authorise the Directors' specifically and unconditionally, to allot relevant securities pursuant to section 20 of the Companies (Amendment) Act, 1983 up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company; Resolution 3 is to dis-apply pre-emption rights conferred by Section 23(1) of the Companies (Amendment) Act, 1983 in respect of a maximum of 10% of the enlarged issued share capital of the Company following completion of the Placing, and Open Offer and the settlement with creditors; Resolution 4 is to sub-divide and convert each of the Existing Shares into one New Ordinary Share of IR2p each and one Deferred Share of IR3p each; Resolution 5 is to amend the Articles of Association of the Company; Resolutions 6 and 7 are to approve the appointment of Mr. Colin Andrew and Mr. John Carroll as Directors of the Company; Resolution 8 is to propose consideration of whether any and if so what measures should be taken to deal with the situation (the net assets of the Company at book value have fallen below half of its called up share capital) arising under Section 40(1) of the Companies (Amendment) At, 1983 and if thought fit, that no such measures should be taken. DOCUMENTS ESM Particulars and Notice of the EGM, together with the Annual Report for the fiscal year ended 30 June, 2000 and Notice of the AGM, the Forms of Proxy for the EGM and the AGM, and the Open Offer Application Form are being posted to Shareholders today. Copies of the ESM Particulars are available for collection from the offices of O'Donnell Sweeney Solicitors, The Earlsfort Centre, Earlsfort Terrace, Dublin 2 and from Davy Stockbrokers, Davy House, 49 Dawson Street, Dublin 2. It should be noted that Open Offer Application Forms are personal to Shareholders and may not be transferred except to satisfy bona fide market claims. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date Record Date for the Open Offer close of business on 12 April, 2001 Date of despatch of the ESM Particulars, Notice of EGM, Annual Report, Notice of AGM and the Open Offer Application Forms 19 April, 2001 Readmission of the Existing Shares to trading on the ESM 20 April, 2001 Latest time and date for receipt of completed Form of Proxy for Annual General Meeting 11.00 a.m. on 10 May, 2001 Latest time and date for receipt of completed Forms of Proxy for Extraordinary General Meeting 11.05 a.m. on 10 May, 2001 Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) 3.00 p.m. on 10 May, 2001 Time and date of Annual General Meeting 11.00 a.m. on 12 May, 2001 Time and date of Extraordinary General Meeting 11.05 a.m.* on 12 May, 2001 Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer 3.00 p.m. on 12 May, 2001 The New Ordinary Shares expected to be allotted 14 May, 2001 Dealings expected to commence in the New Ordinary Shares 15 May, 2001 CREST accounts expected to be credited in respect of the New Ordinary Shares on 15 May, 2001 but in any event not later than 18 May, 2001 Definitive share certificates in respect of the New Ordinary Shares will be despatched not later than 18 May, 2001 * or as soon as possible thereafter as the Annual General Meeting shall have concluded or been adjourned: For further information please contact: Michael Donoghue 00-353-56-28351 Chairman, Ormonde Mining plc Colin Andrew 00-353-46-21600 Proposed Director, Ormonde Mining plc Eugenee Mulhern 00-353-1-6796363 Davy Corporate Finance Limited Davy Corporate Finance are acting exclusively as financial advisers to Ormonde in relation to the Placing and Open Offer and are not acting for any other person and will not be responsible to anyone other than Ormonde for providing the protections afforded to customers of Davy Corporate Finance nor for providing advice in relation to the Placing and Open Offer. This document does not constitute, or form part of, any offer of, or application of an offer for, securities. Any acquisition of, or application for, Ordinary Shares in the proposed Placing and Open Offer should be made only on the basis of the information contained in the ESM Particulars to be issued in connection with the Placing and Open Offer.
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