Admission to trading on AIM

RNS Number : 3196V

African Mining & Exploration PLC

01 November 2010

 

AFRICAN MINING & EXPLORATION PLC

("AME" or the "Company")

ADMISSION TO TRADING ON AIM

African Mining & Exploration Plc (LSE-AIM: AME), a group focused on the exploration and development of gold assets in West Africa, today announces the placing of 50,000,000 new Ordinary Shares of 1 pence each to new investors and the admission of the Ordinary Shares to trading on the AIM Market of the London Stock Exchange.

Singer Capital Markets Limited is acting as the Company's nominated adviser and broker in relation to the Placing and Admission.

Admission Details

Number of Existing Ordinary Shares	20,811,500
Number of Placing Shares	50,000,000
Placing Price	10p
Net proceeds of the Placing to be received by the Company	£4.3 million
Issued share capital following Admission	70,811,500
Number of Warrants in issue following Admission	70,811,500
Market capitalisation of the Company at the Placing Price on Admission	£7.1 million

Company background

AME is the holding company of a group focussed on the exploration and development of gold assets in West Africa. Through New Mines, which was acquired by the Company upon Admission, the Group holds mining exploration permits for the Karan and Diatissan Permit Areas which are located in Western Mali.

The Company's principal objective is to discover and mine commercially viable gold deposits for the benefit of Shareholders and the welfare of the communities where the Group will operate.

Mali is a country with a well-established mining sector and it is the Company's intention to maximise the benefits inherent in a mining friendly environment where local expertise, skills and mining infrastructure already exists.

The Directors believe that significant potential exists for the discovery of new economic gold mines in Mali and the presence of a significant number of well established gold producers offers scope for future joint ventures and other business arrangements likely to be beneficial to Shareholders.

The Board has a proven track record in African gold exploration and mining and therefore an ability to allocate the Group's resources to best effect, quickly turning to account advanced exploration projects through appropriate and cost effective exploration. 

The Board intends to use its knowledge of working in West Africa to continue to expand its portfolio of gold assets through the judicious selection and acquisition of advanced projects with a low entry cost and potentially an early generation of gold resources.

Strategically, the Board intends to allocate its resources in an efficient manner that will preserve and increase cash assets whilst at the same time allow the Board to build a portfolio of exploration ground with potential to host new gold mines.

The Placing

The Company is raising approximately £4.3 million net of expenses through the placing of 50,000,000 new Ordinary Shares in the Company, representing 70.6% of the Ordinary Share Capital immediately following Admission.  It is the intention that the proceeds raised from the Placing will be used to finance the next stage of the Group's development and growth. 

In addition, approximately £147,000 net of expenses has been raised on behalf of existing Shareholders who have sold a portion of their interests in Existing Ordinary Shares through the separate placing of 1,560,000 Existing Ordinary Shares, representing 2.2% of Ordinary Share Capital immediately following Admission.  The total number of Ordinary Shares in public hands immediately following Admission amounts to 75.6% of the Ordinary Share Capital.

The Warrants

The Company will grant 70,811,500 2010 Warrants to all Shareholders on Admission. Each 2010 Warrant entitles the holder to subscribe for one Ordinary Share at 12.5 pence at any time up to the second anniversary of Admission (subject to the terms of the 2010 Warrant Instrument). The 2010 Warrants are freely transferable at any time and will not be admitted to AIM.

Lock-in arrangements

Certain Shareholders of the Company (including the Directors) have undertaken to the Company and Singer Capital Markets Limited that they will not sell or dispose of (except in certain limited circumstances) any of their respective interests in Ordinary Shares at any time before the expiry of a period of 12 months following Admission.  In addition, they have undertaken that for a further period of 12 months they will only effect any sale of Ordinary Shares through the Company's broker (except in certain limited circumstances).

Commenting on the Company's Admission to AIM, Mark Jones, Chief Executive Officer of AME said:

"Our admission to Aim is the culmination of the first phase in AME's life as a junior mining and exploration company. The board now can move on with confidence into our next phase which is to confirm that the gold opportunities on our licences can be converted into a resource base that will reward our new investors "

Enquiries:

African Mining & Exploration plc                                             [phone]

Mark Jones (Chief Executive Officer)

Singer Capital Markets Limited (Nomad and Broker)              [phone]

James Maxwell / Jenny Wyllie

Farm Street Communications

Simon Robinson                                                                        [phone]

                                                                                                [phone]

Further Information

Not for distribution, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or to US persons.

This announcement is not an admission document.  This announcement does not constitute or form part of, and should not be construed as, an offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto.  This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the admission document prepared by the Company, dated 22 October 2010, and any supplement thereto ("Admission Document").  Any defined terms used in this announcement shall have the same meaning as defined in the Admission Document, unless otherwise defined herein.  Copies of the Admission Document are available at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP.

Further information on the Company and the securities subject to the Admission are contained in the Admission Document.  Terms defined in the Admission Document have the same meaning in this announcement.  Copies of the Admission Document are available to the public, free of charge, at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP, from the date of this announcement until at least one month after Admission.  Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information published in the Admission Document, a copy of which is also available on the website of AME: http://www.ameplc.co.uk 

Important Notices

Singer, which is regulated in the United Kingdom by the FSA and which is a member of the London Stock Exchange, is acting as nominated adviser and broker for the Company and for no one else in connection with the matters described herein and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer, or for advising them on the contents of this announcement or any matter referred to herein. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or Proposed Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this announcement.

This announcement is not an offer of securities for sale in the United States.  The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or any exemption from registration under the US Securities Act.  No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia or Japan.  This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, the Republic of South of Africa, the Republic of Ireland or Japan or to US persons (as defined in Regulation S under the US Securities Act).

The Company has not and will not be registered under the US Investment Company Act 1940, as amended (the "US Investment Company Act") and investors will not be entitled to the benefits of the US Investment Company Act.  Accordingly, securities may not be offered or sold in the United States or to, for the account or benefit of, US persons, absent registration under the US Securities Act or an exemption therefrom and under circumstances which will not require the Company to register under the US Investment Company Act.

This announcement and its contents may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose and in particular to any person or persons in any jurisdiction to whom it is unlawful to make such an offer or solicitation.  This announcement and its contents is directed only at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("qualified investors").

In the United Kingdom, this announcement is addressed only to, and is directed only at, (i) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and high net worth entities falling within Article 49(2)(a) to (d) of the Order and self-certified sophisticated investors as referred to at Article 50A of the Order and (ii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  This announcement must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

The offer and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events.  The information and opinions expressed in this announcement are provided as of the date of this announcement.  Statements containing the words "believe", "expect", "intend", "should", "seek", "anticipate", "will", "positioned", "project", "risk", "plan", "may", "estimate", or, in each case, their negative and words of similar meaning are forward-looking statements.  By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.  These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.  In addition, even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

Historical statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.  Prospective investors should not place undue reliance on either forward-looking or historical statements, which are based on the information available as of the date of this announcement.  In this regard, certain financial information contained herein has been extracted from, or based upon, information available in the public domain and/or provided by the Company.  The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  No statement in this announcement is intended to be nor may it be construed to be a profit forecast.

Persons receiving this announcement should note that Singer Capital Markets Limited is acting for the Company in connection with the placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Singer Capital Markets Limited or for providing advice in relation to the placing or any transaction or arrangement referred to in this announcement.

Ends

 

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