Proposed Special Dividend

RNS Number : 7089B

Niger Uranium Limited

30 October 2009

 



For immediate release

30 October 2009

NIGER URANIUM LIMITED

("Niger Uranium" or "the Company")

Proposed Demerger of substantially all the Group's stake in Kalahari Minerals Plc 

by means of a Special Dividend 

1. Introduction

Niger Uranium announces that the Company proposes a conditional dividend in specie of substantially all of its stake in Kalahari Minerals. 

The proposed Special Dividend constitutes a fundamental change of business for the Company which, under Rule 15 of the AIM Rules for Companies, requires Shareholder approval.  

Following the Special Dividend (if approved), the Company will continue to hold 2,680,000 Kalahari Shares and its exploration licences in Niger together with its interests in South America and shall continue to operate its business in line with its stated strategy (as adopted at the time of Admission) as a uranium exploration and development company.

2. Terms of the Special Dividend

The Board proposes to make the Special Dividend to Qualifying Shareholders on the following basis: 

For every 100 Qualifying Ordinary Shares

not less than 20.66 Kalahari Shares

The Special Dividend is equivalent to 36p per qualifying Ordinary Share, based on the Closing Price of Kalahari Shares on 29 October 2009, the last practicable date before the publication of this announcement.

The Special Dividend represents a premium of approximately 12.5 per cent. to the Closing Price of 32 pence per Ordinary Share on 29 October 2009, the last dealing day prior to the date of the announcement.

The Special Dividend is conditional, inter alia, on approval by Shareholders at the Meeting of Shareholders to be held on 24 November 2009. There can be no assurance at this stage that Shareholders will approve the Special Dividend. 

The Special Dividend will be paid to all Qualifying Shareholders on the register at the Record Date, which is 6.00 p.m. on 24 November 2009. The Qualifying Shares will comprise the existing Ordinary Shares, less the Escrow Shares which the Board intends to buyback and cancel, together with any new Ordinary Shares to be issued to the Optionholders on exercise or cancellation of their existing options and/or warrants prior to the Ex-Dividend date. 

The maximum number of new Ordinary Shares that could be issued on exercise of all Options is 11,996,067. To the extent that any Option remains unexercised at the Ex-Dividend date, the number of Kalahari Shares to be paid to each Qualifying Share will increase pro-rata. The final dividend entitlement will be announced on 16 November 2009, being the day following the last date by which Optionholders are required to deliver an Exercise Notice to the Company. 

Shareholders will not receive fractional interests in Kalahari Shares. Any fractional entitlements that arise will be aggregated and the resulting Kalahari Shares sold in the market, as soon as practicable, and the proceeds (net of any costs) will be retained by the Company.

The Board expects that share certificates in respect of Kalahari Shares will be dispatched to Shareholders wishing to hold Kalahari Shares in certificated form by 9 December 2009 and that Shareholders wishing to hold their Kalahari Shares in uncertificated form will have their accounts in CREST credited with the relevant shares by 9 December 2009 or as soon as reasonably practicable thereafter. 

The Company intends to retain 2,680,000 of the Kalahari Shares following the Special Dividend (if approved). 

Outstanding Options over new Ordinary Shares of the Company

Further to and in accordance with the terms of the Share Option Plan, on notice to Shareholders of the proposed Special Dividend all outstanding Options over new Ordinary Shares vest with immediate effect.  

Due to foreign exchange restrictions faced by a number of the Company's employees and consultants operating outside the United Kingdom, the Company shall permit Options in respect of up to a maximum of 2,127,000 new Ordinary Shares to be cancelled (the "FX Options"), in consideration of the issue of new Ordinary Shares in the Company. 

For the purposes of the Special Dividend, as announced by the Company on 30 October 2009, all Optionholders are required to deliver the Exercise Notice to the Company, together with clear funds in respect of the Options the Optionholder wishes to exercise by not later than 6.00 p.m. GMT on 13 November 2009.

3. Background to the Special Dividend

On 24 February 2009, I joined the Company as Non-Executive Chairman and conducted a review of the Company's operations, its Niger Licences, and its investment assets (being the Kalahari Shares, the UrAmerica Investment, and at the time, the Company's conditional acquisition of the Namakwa Interest in Henkries). 

Following the Company's initial purchase of 20 million shares in Kalahari Minerals in March 2008, the Company purchased a further 7.68 million shares in April 2008. Although the Company's combined investment as at April 2008 represented approximately 17.8 per cent. of Kalahari Minerals' then issued share capital, the subsequent issue of new shares by Kalahari Minerals has diluted the Company's holding to its present level of approximately 13.2 per cent. The Directors believed that the acquisition of a substantial stake in Kalahari Minerals provided Niger Uranium with interests in nearer-term potential uranium production and a diversification of its uranium portfolio into Namibia, a country with a reputation for having a positive approach to the development of mining projects.

The total consideration paid in respect of the 27.68 million Kalahari Shares comprised £7.47 million in cash plus the issue of 17 million Ordinary Shares in Niger Uranium, which at the time of the acquisition valued each Kalahari Share at 29p each. Since the Company made its investment, the Kalahari Share price has increased significantly, and on 29 October 2009, the last practicable date prior to the publication of this announcement, the Closing Price of a Kalahari Share was 174.25p, an increase of over 500 per cent.

The Company's stake in Kalahari Minerals is now valued at approximately £48.2 million. This compares to the Company's market value on 29 October 2009, the last dealing day prior to the Announcement of approximately £37.6 million.

4. Information on Kalahari Minerals 

Kalahari Minerals is an AIM-traded mining, exploration and evaluation group with a portfolio of uranium, copper and base metal interests in Western and Eastern Central Namibia. 

Kalahari's principal investment is its current 40.88% holding in ASX and TSX-listed Extract Resources Limited, which is developing the Husab Uranium Project, strategically located within a 50km radius of several world class uranium deposits in Namibia.  Extract Resources' Rossing South discovery, one of two key areas within Husab, is one of the world's largest uranium deposits and in July 2009 Kalahari Minerals announced a JORC resource of 267 M lb at a grade of 487 ppm U3O8 over two zones.  Kalahari Minerals has announced that Extract's Board believes that it will achieve a resource for Rossing South well in excess of 300 M lbs by the end of 2009.  

Kalahari's portfolio also includes extensive copper and base metals projects, two of which, Dordabis and Witvlei, are prospective for sediment hosted copper mineralisation consistent with the Zambian Copper Belt.  A third project, Ubib, is believed to be prospective for gold mineralisation and is nearby the operating Navachab gold mine.  It is also evaluating its highly prospective Namib Lead Zinc Project centered on the old Namib Lead Mine.  Kalahari Minerals is currently undertaking development and exploration programmes aimed at identifying the feasibility of commencing one or more mining operations.

As at 29 October 2009, the last practicable date prior to the publication of this announcement, Kalahari Minerals had a market value on of approximately £365 million. In addition to Niger Uranium, Kalahari Minerals' other principal shareholders include Rio Tinto International Holdings Australia Pty Limited, M&G Investment Management, and Emerging Metals Limited. 

Further information about Kalahari Minerals is available on its website at www.kalahari-minerals.com and certain risk factors relating to Kalahari Minerals are set out in Part A of Appendix I of this announcement.

5. Reasons for the Special Dividend

Following the significant increase in the value of the Kalahari Shares since the Company's initial investment, the Company's Ordinary Shares have traded on AIM at daily prices which value the Company at a substantial discount to the value of its stake in Kalahari Minerals. 

This is illustrated in the following table which demonstrates the illustrative discount at which the Ordinary Shares have traded on the first dealing day of each month for the six months immediately preceding the date of this announcement and on 29 October 2009, (the last practicable date before the date of this announcement):

Date	Ordinary Share Closing Price (p)  (Note i)	Company Market Value (£'m)  (Note ii)	Kalahari Share Closing Price (p)  (Note i)	Kalahari Shares Value (£'m)  (Note iii)	Discount of Company Market Value to Kalahari Shares Value (%) (Note iv)
1 May 2009	20.75	23.481	111.50	30.863	23.9
1 June 2009	21.75	24.613	128.00	35.430	30.5
1 July 2009	25.75	29.139	127.00	35.153	17.1
3 August 2009	28.25	33.195	169.00	46.779	29.0
1 September 2009	33.50	39.364	178.00	49.270	20.1
1 October 2009	35.25	41.420	180.00	49.824	16.9
29 October 2009	32.00	37.601	174.25	48.232	21.9

Notes:

• The Closing Prices for Ordinary Shares and the Kalahari Shares are derived from the AIM Appendix to the Daily Official List of the London Stock Exchange on the first dealing day of each month.

• Market Value is calculated as the product of the Company's issued Ordinary Shares as at that date (as derived from the preceding announcement by the Company pursuant to the Disclosure and Transparency Rules of the Financial Services Authority) and  the Closing Price.

• Kalahari Shares Value is calculated as the product of the Kalahari Shares held by the Company as at that date and the Closing Price.

• The Discount is calculated as (A-B)/A where A is equal to the market value of the Kalahari Shares and B is equal to the Company's market value.

While the Company has operating costs associated with the trading of its Ordinary Shares on AIM, the Company's share price has not reflected either the full value of its stake in Kalahari Minerals or the Company's other assets (including the Niger Licenses).  

The Company's stake in Kalahari Minerals has increased substantially in value to such a level that it is now the single most important investment of the Company, reflecting the successful exploration to date by Kalahari Minerals' associate company Extract Resources of its Namibian uranium interests. The Company has therefore considered the means for eliminating the discount to the underlying value at which the Company's Ordinary Shares trade.

While the Board remains confident about Extract Resources' exploration prospects and do not rule out further resource upgrades, the market for smaller company shares can be volatile and there is no assurance that the Kalahari Share price will continue in the future to reflect the progress made by Extract Resources. In addition, our Shareholders have differing views regarding when the optimal time might be to realise some or all of the Company's stake in Kalahari Minerals. 

Accordingly, the Board believes the Special Dividend will substantially eliminate the discount to the underlying value to which the Ordinary Shares have traded and will empower each Shareholder with the investment decision regarding the Kalahari Shares that each receives. Furthermore, the Board believes that there is greater liquidity in the trading of the Kalahari Shares on AIM compared to the Company's Ordinary Shares. 

6. Information on the Company following the Special Dividend

Following the Special Dividend (if approved), the Company's main interests will continue to be the Niger Licenses together with its retained holding of 2,680,000 Kalahari Shares and its cash reserves of approximately £1.4 million as at the date of this announcement. 

Ordinary Shares

The Company's Ordinary Shares will continue to be traded on AIM, although the Closing Price should be expected to fall following completion of the Special Dividend. It is impossible to accurately predict the level of the fall in the value of the Ordinary Shares, but Shareholders should expect the decrease in value to reflect approximately the implied value of the Special Dividend.

Strategy

At Admission, the Company's stated strategy was to consider uranium projects worldwide as an active investor, focusing initially on the State of Niger. In addition to Niger, the Company stated that it would also consider other uranium opportunities worldwide and that the Company's interest in a proposed investment and/or acquisition may range from a minority position to 100 per cent. ownership. The proposed investments may be either quoted or unquoted and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct interests in natural resources projects. 

The Board believes that market conditions for uranium projects will continue to provide good opportunities for investment in situations which are, in their opinion, undervalued or capable of producing a satisfactory return and the Board intends therefore, whether the Special Dividend is approved or not, to continue to implement its stated strategy.  

Irhazer & In Gall, Tim Mersoi Basin, Niger

Niger Uranium holds eight prospecting licenses in Niger, covering a total area of 1,673,644 acres (6,773 square kilometres). Added together, the Irhazer, In Gall, Kamas 1, 2, 3 and 4 and Dabala 3 and 4 licenses represent one of the largest mineral property holdings in the Tim Mersoi Basin, the world's fifth most important uranium producing district. 

Large-scale radon and geochemical surveys have commenced on the 100% owned Irhazer licence area. The exploration team targeted a possible repetition of the type of geological setting present at Azelik, to the west of the licence area, where a significant uranium resource is being developed. Niger Uranium believes that radon detection, coupled with conventional geochemistry and geological interpretation, is the best means of detecting a potential 'buried' deposit, which may be obscured due to the presence of a cover of younger sediments in the area. The Company awaits evaluation of this survey, following further exploration work on the ground in Niger, which it hopes to commence as and when the security situation in Niger improves sufficiently to make this possible. 

In August 2008 the Company announced a maiden SAMREC compliant Inferred Resource of 4.39 million lbs eU3O8 at the In Gall target, which lies immediately to the south of the Irhazer licence, in similar terrane. The resource estimate of 14.06 million tonnes at an average grade of 141.5 ppm eU3O8 using a 100 ppm cut-off (containing 4.39 Mlbs eU3O8) was completed by MSA Geoservices of Johannesburg, based on 2,664.7 metres of drilling in 58 boreholes drilled on a 250 by 500 metre grid.

The Directors intend to develop the Company's uranium exploration activities further within Niger as soon as the continuing security and political concerns in the country have improved sufficiently. Given the need to ensure the safety of the Company's employees, the operations in Niger have recently been placed on a care and maintenance basis for the time being. The Board is confident that the security and political situation in Niger will be resolved in the medium-term. 

The Directors recorded the carrying value of the Niger Licenses and its other interests in Niger as US$4.825 million in the Company's audited annual accounts for the year ended 31 March 2009.  

UrAmerica

The Company acquired its 20.54 per cent. interest in UrAmerica Limited in April 2008. The Company continues to consider its interest in UrAmerica as a strategic investment and, whilst the Company maintains regular contact with the management and staff in Argentina, it has incurred no further costs in that region other than its original investment. The Company has no financial or other contractual commitments in respect of UrAmerica and has incurred no expenses since acquiring its interest to date. Having impaired the cost of the Company's total investment in UrAmerica, the Directors recorded the carrying value of the UrAmerica Investment as £Nil in the Company's published annual accounts for the year ended 31 March 2009.  

Henkries Project

On 8 October 2009 the Company announced that the share purchase agreement under which Niger Uranium had agreed, subject to the satisfaction of certain conditions precedent, to acquire URU Henkries had lapsed and that the acquisition had terminated. In accordance with the sale and purchase agreement, as the transaction was unable to complete, the Escrow Cash has been repaid to Niger Uranium and the Escrow Agent is currently holding the 8,500,000 Escrow Shares pending the Company's further instructions. The Board intends to arrange for the buyback and cancellation of the Escrow Shares in accordance with BVI law prior to the Record Date and a further announcement will be made in due course The Company's issued share capital remains at the date of this announcement unaltered at 117,504,300 Ordinary Shares.

7. Company liquidity

Prior to paying the expenses incurred by the Company in connection with the Special Dividend, as at 29 October 2009, the Company had cash balances of approximately £1.4 million. On the basis that all the outstanding Options are exercised on or before the Ex-Dividend date the Company would receive exercise proceeds of up to a maximum of £4,287,080.

Save as provided above in relation to the Niger Licenses, the Company has no other material liabilities outstanding at the date of this announcement other than its general overheads and expenses (including expenses incurred in relation to the Special Dividend). The Company will use the funds available to it following the Special Dividend to provide working capital for the day-to-day business of the Company and to fund the remaining budgeted exploration and development in Niger. 

8. Meeting of Shareholders

The proposed Special Dividend constitutes a fundamental change of business for the Company which, under Rule 15 of the AIM Rules for Companies, requires Shareholder approval. 

Accordingly, a circular is being posted to Shareholders providing details of the proposed Special Dividend and Notice of the Meeting of Shareholders to approve the Special Dividend to be held at The Library, The Claremont Hotel, 18-22 Loch Promenade, Douglas, Isle of Man, IM1 2LX at 2.00 p.m. on 24 November 2009. 

9. Board Changes

The Company also announced today that, with immediate effect, David Weill will become Executive Chairman and Ian Stalker, who has been acting chief executive, will become a Non-Executive Director.

10. Recommendation

The Board considers the proposed Special Dividend to be in the best interests of the Shareholders and the Company. 

Following the significant increase in the value of the Kalahari Shares since the Company's initial investment, the Company's Ordinary Shares have traded on AIM at daily prices which value the Company at a substantial discount to the value of its stake in Kalahari Minerals and its other assets (including the Niger Licenses).  

In addition, the Company's stake in Kalahari Minerals has increased substantially in value to such a level that it is now the single most important investment of the Company. While the Board remains confident about Kalahari Minerals' prospects the market for smaller company shares is volatile and there is no assurance that the Kalahari Share price will continue in the future to reflect the progress made by Extract Resources. 

The Board believes that the Special Dividend will substantially eliminate the discount to underlying value to which the Ordinary Shares have traded and will empower each Shareholder with the investment decision regarding the Kalahari Shares that each receives. Furthermore, the Board believes that there is greater liquidity in the trading of the Kalahari Shares on AIM compared to the Company's Ordinary Shares.

For the above reasons, the Board strongly recommends that Shareholders vote in favour of the Resolution to be proposed at the Meeting of Shareholders and urge them to do so as they intend to do in respect of their own beneficial holdings of Ordinary Shares (in aggregate representing 0.49 per cent. of the current issued share capital).

Contacts:

Niger Uranium Limited

David Weill, Chairman               Tel: [phone]

Nominated Adviser                Tel: [phone]

Beaumont Cornish Limited

Michael Cornish

Competent Person for Niger Uranium

Mr. Richard Wadley (Pr. Sci. Nat), Senior Consultant at MSA Geoservices, is the qualified person responsible for Niger and has verified the technical data in this announcement relating to the Group's uranium licenses in Niger. Mr Wadley is a consultant to Niger Uranium, with no interest in the company and has consented to the inclusion in this announcement of his name in the form and context in which it appears. Exploration data is acquired by Niger Uranium using best practice quality assurance and quality control protocols.

Forward-Looking Statements:

This press release contains statements that are 'forward-looking'. Generally, the words 'expect,' 'intend,' 'estimate,' 'will' and similar expressions identify forward-looking statements. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward-looking statements. Statements in this press release regarding the Company's business or proposed business, which are not historical facts, are 'forward looking' statements that involve risks and uncertainties, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

These forward-looking statements speak only as of the date they are made.

  Appendix I

RISK FACTORS

PART A

Risks related to Kalahari Minerals

Part A of this Appendix I sets out the risk factors, which have been extracted without material amendment from Kalahari Minerals Annual Report for the financial year ended 31 December 2008 as the key business risks affecting Kalahari Minerals.  Defined terms in this Part A of Appendix I have the same meaning as set out in the Kalahari Minerals' Annual Report.  A full copy of Kalahari Minerals' Annual Report is available on its website.

"Liquidity risk

The Kalahari Group manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring that the Kalahari Group has sufficient liquid resources to meet the operating needs of its business.

Interest rate risk

The Kalahari Group has no borrowings and is exposed to fair value interest rate risk only on its fixed rate deposits.

Strategic risk

Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, the Kalahari Group may be unable to acquire rights to exploit additional attractive mining properties on terms it considers acceptable. Accordingly, there can be no assurance that the Kalahari Group will acquire any interest in additional operations that would yield reserves or result in commercial mining operations. The Kalahari Group expects to undertake sufficient due diligence where warranted to help ensure opportunities are subjected to proper valuation.

Commercial risk

The mining industry is competitive and there is no assurance that, even if commercial quantities of minerals are discovered, a profitable market will exist for the sale of such minerals. There can be no assurance that the quality of the minerals will be such that the Kalahari Group's properties can be mined at a profit. Factors beyond the control of the Kalahari Group may affect the marketability of any minerals discovered. Mineral prices are subject to volatile price changes from a variety of factors including international economic and political trends, expectations of inflation, global and regional demand, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. Ultimately, the Kalahari Group expects that all projects will be the subject of sufficient feasibility analysis to ensure a reasonable level of confidence appropriate to the circumstances under consideration.

Operational risk

Mining operations are subject to hazards normally encountered in exploration, development and production. These include unexpected geological formations, rock falls, flooding, dam wall failure and other incidents or conditions which could result in damage to plant or equipment or the environment and which could impact production throughout. Although it is intended to take adequate precautions to minimise risk, there is a possibility of a material adverse impact on the Kalahari Group's operations and its financial results. The Kalahari Group will develop and maintain policies appropriate to the stage of development of its various projects.

Staffing and key personnel risks

Recruiting and retaining qualified personnel is critical to the Kalahari Group's success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. While the Kalahari Group has good relations with its employees, these relations may be impacted by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities. Adverse changes in such legislation may have a material adverse effect on the Kalahari Group's business, results of operations and financial condition. Staff are encouraged to discuss with management matters of interest to the employees and subjects affecting day-to-day operations of the Kalahari Group.

Speculative nature of mineral exploration and development

Development of the Kalahari Group's mineral exploration properties is contingent upon obtaining satisfactory exploration results. Mineral exploration and development involves substantial expenses and a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. The degree of risk increases substantially when a Kalahari Group's properties are in the exploration phase as opposed to the development phase.

The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit, once discovered, is also dependent upon a number of factors, including the size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. In addition, several years can elapse from the initial phase of drilling until commercial operations are commenced.

Political stability

The Kalahari Group's projects may be subject to the effect of political changes, war and civil conflict, changes in government policy, lack of law enforcement and labour unrest and the creation of new laws. These changes (which may include new or modified taxes or other government levies as well as other legislation) may impact on the profitability and viability of its properties.

Uninsurable risks

The Kalahari Group may become subject to liability for accidents, pollution and other hazards against which it cannot insure or against which it may elect not to insure because of premium costs or for other reasons, such as in amounts, which exceed policy limits.

Security of tenure

The Kalahari Group will investigate its rights to explore and extract minerals from all of its material properties and, to the best of its knowledge, those rights are expected to be in good standing. No assurance can be given, however, that the Kalahari Group will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to it, or that governments in the jurisdictions in which the Kalahari Group operates will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments or other claimants. Although the Kalahari Group is not currently aware of any existing title uncertainties with respect to any of its future material properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Kalahari Group's future cash flows, earnings, results of operations and financial condition.

Government Regulations

The Kalahari Group's activities are subject to extensive laws and regulations controlling not only the mining of and exploration for mineral properties, but also the possible effects of such activities upon the environment and upon the interests of indigenous people. Permits from a variety of regulatory authorities are required for many aspects of mine operations and reclamation. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays, the extent of which cannot be predicted. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Kalahari Group's operations. Environmental and employee health and safety laws and regulations have tended to become more stringent over time.

Any changes in such laws or in the environmental conditions at the Kalahari Group's properties could have a material adverse effect on the Kalahari Group's financial condition, cash flows or results of operations. Failure to comply with applicable environmental and health and safety laws can result in injunctions, damages, suspension or revocation of licences and the imposition of penalties. There can be no assurance that the Kalahari Group has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not adversely affect the Kalahari Group's business, results of operations, financial condition or prospects.

Operating history

The Kalahari Group has no operating history with respect to mining development and there can be no assurance of its ability to operate its projects profitably. While the Kalahari Group intends to generate working capital through the potential operation of its projects, there is no assurance that the Kalahari Group will be capable of producing positive cash flows on a consistent basis."

  PART B

Risks related to Niger Uranium

Shareholders and potential investors should carefully consider the risks described below before making a decision in relation to their interest in Ordinary Shares of the Company. If any of the following risks actually occur, the Company's business, financial condition, results or future operations could be materially affected. In such circumstances, the price of the Company's Ordinary Shares could decline and you could lose all or part of your investment.

The announcement contains forward-looking statements that involve risks and uncertainties. The exploration and development of natural resources are speculative activities that involve a high degree of financial risk. The risk factors which should be taken into account in assessing the Company's activities and an investment in the Company include, but are not necessarily limited to, those set out below. Any one or more of these risks could have a material adverse effect on the value of any investment in the Company and the business, financial position or operating results of the Company and should be taken into account in assessing the Company's activities.

The risks noted below do not necessarily comprise all those faced by the Company and are not intended to be presented in any assumed order of priority.

Risks relating to the Special Dividend

Shareholders will face more direct exposure to risks in Kalahari Minerals' business if the Special Dividend becomes effective

Shareholders have historically been exposed to the risks faced by Kalahari Minerals' business (including those set out in Part A above) through their shareholding in Niger Uranium. If the Special Dividend becomes effective, Shareholders will hold shares in Kalahari Minerals, and be exposed to these risks, directly. Shareholders may not be able to face these risks in as robust a manner as the Group, given its investments in other uranium exploration properties and its ability to exert its influence as one of Kalahari Minerals largest shareholders.

Completion is subject to a number of conditions

Completion of the Special Dividend is conditional upon, among other things, the approval of the Resolution by the requisite majority of the Niger Uranium Shareholders and the delivery by the Directors of the Company of the Solvency Statement under section 57 of the BCA. 

The market value of the Kalahari Shares may fluctuate and may not reflect the underlying asset value of Kalahari Minerals

The value of an investment in Kalahari Minerals may go down, as well as up. The market value of the Kalahari Shares can fluctuate and may not always reflect the underlying value. A number of factors outside the control of Kalahari Minerals may impact on its performance and the price of the Kalahari Minerals Shares. Such factors include the operating and share price performance of other companies in the industry and markets in which Kalahari Minerals operates, speculation about Kalahari Minerals' business in the press, media or investment community, changes to Kalahari Minerals' trading forecasts, the publication of research reports by analysts and general market conditions.

Risks relating to Niger

Security risks

There have been a number of violent attacks in northern Niger's Sahara desert near Agadez. Since February 2007, the rebel Niger Movement for Justice (the "MNJ"), made up largely of Tuareg and other nomadic tribes, has launched a series of attacks against military and mining concerns in northern Niger. In early July 2007, the MNJ kidnapped an executive (who has been subsequently released) of the China Nuclear International Uranium Corp (Sino-U), close to In Gall and called on all foreign mining companies to withdraw their expatriate staff from the country. Prime Minister Seyni Oumarou has ruled out negotiations with the MNJ and hostilities have continued. There have been intermittent hostilities of a similar nature in Niger since independence.

There can be no certainty that actions to contain the rebel Tuareg will be successful and in such circumstances the Company's operations could be adversely affected and the Company may be unable to conduct or recommence normal mining activities in Niger.

Political risk

The Company's principal exploration activities are in Niger. The Directors are hopeful that the government of this country will continue to support the development of natural resources by foreign operators. However, there can be no assurance that future political and economic conditions in this country will not result in its government adopting different policies in relation to foreign development and ownership of mineral resources. Any such changes in policy may result in changes in laws affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income, return of capital and other areas, each of which may affect both the Company's ability to undertake exploration and development activities in respect of future properties in the manner currently contemplated, as well as its ability to continue to explore and develop those properties in respect of which it has applied for or obtained exploration and development rights to date.

Climatic Concerns

The Nigerien climate is continental with a north south zoning. The northern three quarters of the country are part of the Sahara desert while the remainder is split between an eastern Soudanian zone and a western Sahelien zone. There are two main seasons, a rainy season that generally starts in June and ends in September, and a dry season that cover the rest of the year. The latter includes a cold period from December to February. The country therefore has an arid climate and accordingly, a significant lack of rainfall over a prolonged period could restrict the ability of the Company to provide sufficient water for its employees and any mining activities which would have an adverse impact on the Company.

Risks relating to the Company's Mining Agreements

General

The Company's exploration, mining and processing activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may not be granted or may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration programme, an exploitation permit will be granted with respect to the exploration territory. There can also be no assurance that any exploitation permit will be issued or renewed and if so, on what terms.

The Niger Licenses do not contain a waiver of sovereign immunity by the State. The lack of waiver of sovereign immunity could render the enforcement of a decision made against the State as a result of arbitration proceedings complicated or even ineffective in certain jurisdictions insofar as the State could assert its immunity.

The shares in any Nigerien operating subsidiary of the Company held by the State may be freely assigned or transferred by the State to Niger companies in which the State holds an interest or to citizens or companies incorporated under the laws of Niger. The Company has no right of veto and accordingly may not be able to prevent the transfer of such shares to a party who would be unacceptable to the Company.

Under the Niger Licenses the holder of the exploration permits has the right to withdraw from these permits in the event of technical circumstances which justify such withdrawal. However, in the event that there are no such technical circumstances, then the tax exemptions granted pursuant to the Niger Licenses shall be deemed as not having existed and the Company shall be obliged to pay the amounts it would have paid to the State had it not benefited from such tax exemptions, such amount which shall be revised accordingly. In such circumstances the Company may have to make a material cash repayment to the State which could have an adverse effect on its continuing operations.

UraMin Mining Agreements

The dispute resolution provisions contained in the Niger Licenses are complex and may be difficult to implement from a practical standpoint in the event of a dispute. Although the Niger Licenses contain stablilisation clauses, on a renewal of any exploitation permit granted pursuant to these agreements, some or all of the Niger Licenses can also be renegotiated. Under the Mining Law of 1993, small scale exploitation permits are granted for periods of five (5) years, renewable three (3) times for periods of five (5) years each, and large scale exploitation permits are granted for twenty (20) years, renewable twice for periods of ten (10) years each. Therefore, depending on the type of exploitation permit which is granted, there is a risk that the Niger Licenses will be renegotiated at regular intervals before the expiry of the initial contractual term of these agreements and accordingly, the new terms may be on more onerous terms to the Company.

Some of the Niger Licenses provide for a rate of tax on industrial and commercial profits of 35 per cent. and a tax on dividends of 10 per cent. whereas the Mining Law of 1993 which governs these agreements provides for a rate of tax on industrial and commercial profits of 40.5 per cent. and a rate of tax on dividends of 16 per cent. Tax provisions fall within the scope of a country's public policy ("ordre public") and as a result, the tax rates provided in the relevant Niger Licenses may be challenged by the State tax administration.

Risks relating to the Exploration Permits

Exploration permits are renewed automatically subject to the titleholder proving that it has complied with all its obligations under the Mining Law. However, the State may withdraw an exploration (or exploitation) permit it has granted in the following circumstances:

• When the exploration (or exploitation) activities or the implementation thereof has been delayed or suspended for over one year as regards exploration (and two years as regards exploitation), or if they are substantially restricted without a legitimate reason and in a manner which can prejudice general interests;

• When a feasibility study shows that there is a commercially exploitable deposit within the perimeter of the exploration permit and there is no request for an exploitation permit within a period of one year;

• In the event of any violation of the provisions of the Mining Law; and

• In any of the events set out in article 60 of the Mining Law which includes: (i) breach of safety and hygiene provisions; (ii) preventing the administrative monitoring and the technical controls carried out by the engineers and authorised agents of the Directorate of Mines or any other agent mandated to this end; (iii) non-payment of rights and taxes set out under the mining law and of any penalties due for late payment of such rights and taxes; (iv) violation of provisions relating to the protection of the environment; or (v) breach of contractual undertakings.

A change in the Government or security situation in Niger could have an adverse impact on the Company if it was alleged that as a result it was in breach of any of its obligations under the Niger Licenses.

Risks relating to Uranium

Uranium Prices

The marketability of uranium is subject to numerous factors beyond the control of the Company. The price of uranium may experience volatile and significant price movements over short periods of time. Factors that impact on the price of uranium include demand for nuclear power, political and economic conditions in uranium-producing and consuming nations, reprocessing of spent fuel and re-enrichment of depleted uranium tails or waste, sales of excess civilian and military inventories (including from dismantling nuclear weapons) by governments and industry participants and product levels and costs of production.

Limited Number of Customers

A small number of electric utilities worldwide buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in demand by electric utilities for newly-produced uranium would adversely affect the Company's business.

Public Acceptance of Nuclear Energy

Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the World could impact the continuing acceptance of nuclear energy and the future prospects for nuclear generation, which may have a material adverse effect on the Company.

Risks relating to the mining industry

Estimates of resources

Any mineral resource estimates are estimates only and no assurance can be given that any particular grade of minerals will in fact be realised or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

Market fluctuations in the price of uranium may also render mineral resources uneconomic. As a result of these uncertainties, there can be no assurance that the Company's exploration programmes will result in profitable commercial mining operations.  

There can be no guarantee that the estimates of quantities and grades of minerals announced previously by the Company will be available to extract. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any mineralisation on discovered will result in an increase in the Company's resource base.

Nature of mineral exploration and mining

The exploration and development of mineral deposits involves significant financial risks over a prolonged period of time, which even if there is a combination of careful evaluation, experience and knowledge may not be eliminated. While discovery of a mineral deposit may result in substantial rewards, few properties that are explored are ultimately developed into economically viable operating mines. Major expenditure may be required to establish reserves by drilling and in constructing mining and processing facilities at a site, and it is possible that even preliminary due diligence will show adverse results, leading to the abandonment of projects. It is impossible to ensure that preliminary feasibility studies or full feasibility studies on the Company's projects or the current or proposed exploration programmes on any of the properties in which the Company has exploration rights will result in a profitable commercial mining operation. The Company's operations are subject to all of the hazards and risks normally incidental to the exploration, development and production of uranium and other minerals, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all such damage caused. The Company's activities may be subject to prolonged disruptions due to weather conditions depending on the location of operations in which the Company has interests. Hazards, such as flooding, unstable ground conditions or other conditions may be encountered in the drilling and removal of material.

While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy limits or that certain risks could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs that could be associated with any liabilities not covered by insurance or in excess of insurance coverage actually taken out may cause substantial delays and require significant capital outlays, adversely affecting the Company's earning and competitive position in the future and, potentially, its financial position. In addition, the potential costs that could be associated with compliance with applicable laws and regulations may also cause substantial delays and require significant capital outlays, adversely affecting the Company's earning and competitive position in the future and, potentially, its financial position. Whether a uranium or any mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit (such as its size and grade), proximity to infrastructure, financing costs and governmental regulations (including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of uranium and other minerals and environmental protection). The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

The exploration and mining activities of the Company are subject to various laws governing prospecting, development, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters. Although the Company's exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company.

Development projects

The Company's development projects have no operating history upon which to base estimates of future cash operating costs. Future estimates of reserves and resources will be, to a large extent, based upon the interpretation of geological data to be obtained from drill holes and other sampling techniques and feasibility studies. Such information will be used to calculate estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, expected recovery rates from the ore, comparable facility and equipment operating costs, anticipated climatic conditions and other factors. As a result, it is possible that actual cash operating costs and economic returns may differ from those currently estimated. There can be no assurance that any of the development projects will prove to be economically mineable.

Expansion targets and operational delays

The Company plans to develop its properties, if warranted. However, there can be no assurance that it will be able to complete the planned development on time or to budget, or that the current personnel, systems, procedures and controls will be adequate to support the Company's operations. Any failure of management to identify problems at an early stage could have an adverse impact on the Company's financial performance.

Competition

The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than the Company, in the search for and acquisition of exploration and development rights on attractive mineral properties. The Company's ability to acquire exploration and development rights on properties in the future will depend not only on its ability to develop the properties on which it currently has exploration rights, but also on its ability to select and acquire exploration and development rights on suitable properties for exploration and development. There is no assurance that the Company will continue to be able to compete successfully in acquiring exploration and development rights on such properties.

Uninsured Risks

The Company, as a participant in exploration and mining programmes, may become subject to liability for hazards that cannot be insured against or against which it may elect not to be so insured because of high premium costs. The Company may incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.

Risks relating to the Company

Limited operating history

The Company has no properties producing positive cash flow and its ultimate success will depend on its ability to generate cash flow from active mining operations in the future and its ability to access equity markets for its development requirements. The Company has not earned profits to date and there is no assurance that it will do so in the future. All of the Company's activities will be directed to exploration and, if warranted, development of its existing properties and to the search for and the development of new mineral deposits. Significant capital investment will be required to achieve commercial production.

Additional financing

The Company is required to fund exploration expenditure on all of the properties on which it has exploration rights, failing which the Company's exploration rights in the relevant property may be either reduced or forfeited. The Company may acquire exploration rights in other exploration properties elsewhere, which may require acquisition payments to be made and exploration expenditures to be incurred. There is no assurance that the Company will be successful in raising sufficient funds to meet its obligations with respect to additional exploration properties in which it may acquire exploration rights.

Dilution of Shareholders' interests

There are statutory pre-emption rights under the BCA which can be applied if a company so desires. The Company has specifically disapplied the statutory pre-emption rights under the BCA in the Articles.

The Company may need to raise additional funds in the future to finance its investments and acquisitions. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other

than on a pro rata basis to existing Shareholders, the percentage ownership of the Shareholders may be reduced, Shareholders may experience subsequent dilution and/or such securities may have preferred rights, options and pre-emption rights senior to the Ordinary Shares.

Key personnel

The Company relies on a limited number of key employees. However, there is no assurance that the Company will be able to retain such key executives or other senior management. If such personnel do not remain active in the Company's business, its operations could be adversely affected.

Labour

Certain of the Company's operations are carried out under potentially hazardous conditions. Whilst the Company intends to operate in accordance with relevant health and safety regulations and requirements, the Company remains susceptible to the possibility that liabilities might arise as a result of accidents or other workforce- related misfortunes, some of which may be beyond the Company's control.

Environmental and other legal factors

The Company's operations are subject to environmental regulation (including regular environmental impact assessments and the requirement to obtain and maintain certain permits) in all the jurisdictions in which it operates. Such regulation covers a wide variety of matters, including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and health and safety. The Company may also be subject under such regulations to clean-up costs and liability for toxic or hazardous substances which may exist on or under any of its properties or which may be produced as a result of its operations. Environmental legislation and permitting requirements are likely to evolve in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees.

Currency Risk

Currency fluctuations may affect the cash flow that the Company hopes to realise from its operations, as minerals and base metals are sold and traded on the world markets in United States dollars. The Company's operating costs are and will continue to be incurred primarily in the currencies of the countries in which it operates.

General risks relating to the investment

Share price volatility and liquidity

The share prices of publicly quoted companies can be volatile. The price of shares is dependent upon a number of factors some of which are general or market or sector specific and others that are specific to the Company. The Ordinary Shares are not listed on the Official List of the UK Listing Authority and although the Ordinary Shares are traded on AIM, this should not be taken as implying that there will always be a liquid market in them. In addition, the market for shares in smaller public companies is less liquid than for larger public companies. Therefore an investment in the Ordinary Shares may be difficult to realise and the share price may be subject to greater fluctuations than might otherwise be the case. An investment in shares quoted on AIM may carry a higher risk than an investment in shares quoted on the Official List. AIM has been in existence since June 1995 but its future success and liquidity in the market for the Ordinary Shares cannot be guaranteed. Investors should be aware that the value of the Ordinary Shares may be volatile and may go down as well as up and investors may therefore not recover their original investment. The market price of the Ordinary Shares may not reflect the underlying value of the Company's net assets. The price at which investors may dispose of their securities may be influenced by a number of factors, some of which may pertain to the Company and others of which are extraneous. On any disposal of their shares investors may realise less than the original amount invested.

Market Perception

Market perception of mining exploration companies may change which could impact on the value of investors' holdings and impact on the ability of the Company to raise further funds by issue of further shares in the Company.

Litigation

Legal proceedings may arise from time to time in the course of the Company's business. There have been a number of cases where the rights and privileges of mining and exploration companies have been the subject of litigation. The Directors cannot preclude that such litigation may be brought against the Company in future from time or that it may be subject to any other form of litigation.

Economic, political, judicial, administrative, taxation or other regulatory factors

The Company may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors, in the areas in which the Company will operate and holds it major assets, as well as other unforeseen matters.

Taxation Framework

Tax legislation, practice and concession and interpretation affecting the Company may change and the current interpretation may therefore no longer apply which may have a material adverse impact on the fortune and financial performance of the Company.

Forward Looking Statements

Certain statements within this announcement constitute forward looking statements. Such forward looking statements involve risks and other factors which may cause the actual results, achievements or performance of the Company to be materially different from any future results, achievements or performance expressed of implied by such forward looking statements. Such risks and other factors include, but are not limited to, general economic and business conditions, changes in government regulation, currency fluctuations, the Company's ability to develop its existing or new resources, competition, changes in development plans and the other risks described in this Part II. There can be no assurance that the results and events contemplated by the forward looking statements contained in this announcement will, in fact, occur. These forward looking statements are correct only as at the date of this. The Company will not undertake any obligation to release publicly any revisions to these forward looking statements to reflect events, circumstance or unanticipated events occurring after the date of this announcement except as required by law or by regulatory authority.

The risks noted above do not necessarily comprise all those potentially faced by the Company and are not intended to be presented in any assumed order of priority. Although the Directors will seek to minimise the impact of the Risk Factors, investment in the Company should only be made by investors able to sustain a total loss of their investment. Investors are strongly recommended to consult an investment adviser authorised under the Financial Services and Markets Act 2000 who specialises in investments of this nature before making any decision to invest. The investment offered in this announcement may not be suitable for all of its recipients. Investors are accordingly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000 who specialises in investments of this kind before making their decision.

  Appendix II

                    PRO FORMA NET ASSETS

The following table sets out a pro forma statement of net assets of the Company, illustrating the effect on the Company of the proposed Special Dividend together with certain other previously announced post balance sheet events as if they had taken place as at 31 March 2009, the date of the last published audited balance sheet for the Company. The pro forma statement of net assets is illustrative only and, because of its nature, may not reflect the actual financial position of the Company following completion of the Special Dividend.

NIGER URANIUM LIMITED
Pro Forma Balance Sheet as at 31 March 2009 (US$'000)
								Audited as at 31 March 2009		Private Placement August 2009	Henkries Project	Proposed Special Dividend	Pro forma  Balance Sheet as at 31 March 2009
								(Note 1)		(Note 2)	(Note 3)	(Note 4)
ASSETS
Non-current assets								47,193		-		(37,807)	9,386
		Plant and equipment						508		-		-	508
		Intangible assets						4,825		-		-	4,825
		Investments						41,860		-		(37,807)	4,053
Current assets								5,123		1,503	(1,775)	7,031	11,882
		Receivables						4,037		-	(3,525)	-	512
		Cash and cash equivalents						1,086		1,503	1750	7,031	11,370
Total assets								52,316		1,503	(1,775)	(30,776)	21,268
EQUITY AND LIABILITIES
Equity								52,063		1,503	(1,775)	(30,776)	21,015
		Share capital and premium						46,122		1,503	(1,775)	7,031	52,881
		Reserves						25,909		-		(19,498)	6,411
		Accumulated deficit						(19,968)		-		(18,309)	(38,277)
Current liabilities								253		-		-	253
		Trade and other payables						253		-		-	253
Total liabilities								52,316		1,503	(1,775)	(30,776)	21,268
SHARES IN ISSUE
In issue								113,164,306		113,164,306	117,504,300	109,004,300	113,164,306
Private placement (Note 2)								-		4,339,994	-	-	4,339,994
Cancellation of Shares in Escrow (Note 3)											(8,500,000)		(8,500,000)
Exercise of all share options (Note 4)								-		-	-	11,996,067	11,996,067
Maximum number of Qualifying Shares								113,164,306		117,504,300	109,004,300	121,000,367	121,000,367
Illustrative net asset value per share (pence)								46.0		n.a.	n.a	n.a.	17.4
Notes:
1.			The balance sheet for the year ended 31 March 2009 has been extracted without material adjustment from the audited annual accounts for the year ended 31 March 2009 on which the auditors provided an unqualified report.
2.			On 27 August 2009 the Company announced that it had raised £911,402 in a private placement, issuing 4,339,994 new Ordinary Shares at a placing price of 21p per new Ordinary Share.
3.			Following the termination of the Henkries transaction, the Company received $1.75m on 15 October 2009 in respect of the repayment of the Escrow Cash and intends to bring the Escrow Shares into Treasury for subsequent cancellation.  The US$1.75m received equates approximately to the cash spent by the Company on working capital requirements during the period April 1 2009 to the date of this announcement.
4.			The Pro Forma Balance Sheet assumes that the Special Dividend is approved and is based on the maximum number of Qualifying Shares, assuming that all optionholders, holding in aggregate 11,996,067 options, exercise all their outstanding options. For the purpose of the Pro Forma Balance Sheet, all Qualifying Options, which are priced in £Sterling, have been converted to US$ at a rate of US$1.64:£1.00

   DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"Aardvark"	means Aardvark Uranium Limited, a company incorporated under the laws of the BVI, with company registration number No. 1042757
"Admission"	the initial admission of Ordinary Shares to trading on AIM on 12 September 2007;
"AIM"	AIM, a market operated by the London Stock Exchange;
"AIM Rules"	the rules of the London Stock Exchange governing admission to, and operation of, AIM and comprising the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
"Announcement"	the announcement by the Company on 30 October 2009 that the Directors had proposed the Special Dividend and that Shareholders were to be asked at the Meeting of Shareholders to consider and if thought fit, approve the Special Dividend also (further details of the Announcement are available at the Website);
"BCA"	the BVI Business Companies Act 2004 (as amended);
"Business Day"	means a day other than a Saturday, Sunday or Public Holiday on which the clearing banks are open for business in London;
"BVI"	British Virgin Islands;
"Cancellation"	the proposed cancellation of the Escrow following the buyback of the Escrow Shares by the Company pursuant to the law of the BVI;
"Closing Price"	the closing middle market quotations for Ordinary Shares and / or the Kalahari Shares as the context requires, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange on any particular day;
"Company" or "Niger Uranium"	Niger Uranium Limited (incorporated and registered in the BVI with registered number 1405944) whose registered office is at Walkers Chambers, P.O. Box 92, Road Town, Tortola, British Virgin Islands;
"CREST"	the computerised settlement system used to facilitate the transfer of title to shares in uncertificated form operated by Euroclear
"Dabala Exploration Permits"	the exploration permits held by the Company which were granted by Ministerial Order No.'s 00110/MME/DM and 00111/MME/DM, both dated 9 August 2007 both of which were acquired by the Company from UraMin prior to the Admission;
"Demerger"	the proposed demerger of the Kalahari Shares to Shareholders by way of the Special Dividend as described in this announcement;
"Depositary"	Computershare Investor Services Plc
"Depositary Interests"	interests representing Ordinary Shares, issued through the Depositary, held by investors in the Company in CREST;
"Directors" or the "Board"	the directors of the Company;
"Eligible Optionholders"	Optionholders who, at the Board's sole discretion, are unable to exercise their Options due to restrictions on the movement and transfer of foreign currencies and who, at the sole discretion of the Board may be entitled to cancel their Options and receive new Ordinary Shares in consideration;
"Escrow Agent"	means Codan Trustees (B.V.I.) Ltd, Romasco Place, Wickhams Cay 1, BVI, appointed in terms of the Escrow Agreement;
"Escrow Agreement"	means the escrow letter between the Henkries Escrow Agent, Aardvark and the Company setting out the rights of the parties in the event that the Henkries Acquisition did not complete in accordance with its terms;
"Escrow Cash"	US$1,750,000 deposited by the Company with the Henkries Escrow Agent which as announced on 29 October 2009 has been returned to the Company;
"Escrow Shares"	8,500,000 million Ordinary Shares, issued and allotted to the Henkries Escrow Agent which as announced on 30 October 2009 are to be transferred to the Company's broker to hold pending the Cancellation;
"Ex-Dividend date"	the ex-dividend date;
"Exercise Notice"	the exercise notice required to be delivered to the Company to exercise Options a copy of which is available on the Company's website with directions for payment of exercise money due to the Company;
"Extract Resources"	Extract Resources Limited, a company incorporated and registered in Australia with company number ABN 61 057 337 952, whose registered office is at 30 Charles Street, South Perth WA 6151, Australia and whose ordinary shares are listed on the Toronto Stock Exchange and Australian Stock Exchange;
"Henkries"	the uranium exploration, development and mining project the subject of the Henkries License and further pending applications in the proximity in the name of Namakwa;
"Henkries Acquisition"	the proposed acquisition by the Company of the Namakwa Interest from Aardvark under the terms of the Henkries SPA, which, as announced on 8 October 2009 has been terminated due to the failure of Aardvark to obtain the Minster's Consent by the Long-stop Date;
"Henkries Consideration"	together the Escrow Shares and the Escrow Cash;
"Henkries License"	means the license granting prospecting rights for uranium ore granted to Namakwa under certificate number 885/2007 PR in respect of the Henkries commencing on 7 September 2007 and terminating on 6 September 2012;
"Henkries SPA"	the conditional sale and purchase agreement between the Company and Aardvark dated 29 August 2008;
"In Gall Exploration Permit"	the exploration permit held by the Company (which it acquired from NWT prior to the Admission) which was granted by Ministerial Order No. 00040/MME/DM dated 26 April 2006;
"Irhazer Exploration Permit"	the exploration permit held by the Company (which it acquired from NWT prior to the Admission) which was granted by Ministerial Order No. 00038/MME/DM dated 26 April 2006;
"JORC"	the Australian guidelines is respect of reporting standards for geological surveys relating to the delineation of mineral resources in the measured or indicated categories;
"Kalahari Shares"	the ordinary shares of Kalahari Minerals owned by Niger Uranium at the date of this announcement;
"Kalahari Minerals"	Kalahari Minerals PLC, a public company incorporated and registered in England with company number 05294388 whose registered office is at c/o South China Resources PLC 1B, 38 Jermyn Street, London SW1Y 6DN;
"Kamas Exploration Permits"	the exploration permits held by the Company which were granted by Ministerial Order No.'s 00098/MME/DM; and 00099/MME/DM; and 00100/MME/DM; and 00101/MME/DM, each order dated 30 July 2007, all of which were acquired by the Company from UraMin prior to the Admission;
"Long-stop Date"	the date by which the Minister's Consent had to be obtained by Aardvark under the terms of the Henkries SPA, which was originally 31 March 2009 but which was extended by the written agreement of the Company and Aardvark to 30 September 2009 by letter dated 25 March 2009;
"Meeting of Shareholders"	the meeting of shareholders to be held at 2.00 p.m. at The Library, The Claremont Hotel, 18-22 Loch Promenade, Douglas, Isle of Man, IM1 2LX on 24 November 2009;
"Mining Law"	The Mining Law 1993 (as amended in 2006 and 2007), which governs the mining industry in Niger;
"Minister's Consent"	the consent required in terms of Section 11 of the MPRD Act pursuant to a change of Control occurring in respect of ownership of the Henkries Licence;
"MPRD Act"	the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002, as amended from time to time;
"Namakwa"	Namakwa Uranium (Proprietary) Limited, a private company duly registered and incorporated in accordance with the laws of the Republic of South Africa, under registration number 2005/013752/07
"Namakwa Interest"	74 per cent. of the entire issued share capital of Namakwa which, on completion of the Henkries Acquisition would have been acquired by the Company;
"Niger" or "the State of Niger"	Republic of Niger;
"Niger Licenses"	the exploration licenses in Niger held by the Company including the In Gall Exploration Permit, the Irhazer Exploration Permit, the Dabala Exploration Permits and the Kamas Exploration Permits, together with any mining agreements between the Company and Niger in relation thereto;
"Notice"	the notice of the Meeting of Shareholders;
"NWT"	NWT Uranium Inc., a company incorporated and registered in Canada with company number 668130 and whose registered office is at 70 York Street, Suite 1102, Toronto, Ontario, Canada and whose shares are traded on the Toronto Stock Exchange;
"Optionholders"	all holders of outstanding Options;
"Options"	all outstanding options and/or warrants over new Ordinary Shares;
"Ordinary Shares"	the existing issued and outstanding ordinary shares of the Company, each of US$0.01 each, which are admitted to trading on AIM;
"Qualifying Shareholders"	Shareholders on the register of members of the Company at the Record Date;
"Record Date"	the date of entitlement of Qualifying Shareholders to participate in the Dividend, being the close of business on 24 November 2009;
"Resolution"	the resolution set out in the Notice to be proposed at the Meeting of Shareholders;
"SAMREC"	The South African Code for the reporting of Mineral Resources and Reserves which sets out the minimum standards, recommendations and guidelines for the public reporting of exploration results, mineral resources and mineral reserves;
"Shares"	Ordinary Shares and Kalahari Shares;
"Shareholders"	holders of Ordinary Shares in the Company;
"Share Option Plan"	the share option plan of the Company adopted in February 2008;
"Solvency Statement"	the statement by the Board confirming their reasonably held belief that the Company will remain solvent and be able to pay its debts as they fall due, which is condition precedent to the Dividend even if it is approved by the Shareholders at the Meeting of Shareholders;
"Special Dividend"	the proposed dividend in specie by the Company of the Kalahari Shares to its Shareholders pro rata to their interest in the Company;
"UK"	the United Kingdom;
"UrAmerica"	UrAmerica Limited (formerly UrAmerica PLC), a company incorporated and registered in England with company number 06266437 and whose registered office is at 3 Queen Street, Mayfair, London W1J 5PA;
"UrAmerica Investment"	the 20.54 per cent. interest in UrAmerica (increasing to 32.58 per cent. on a fully diluted basis), which has uranium exploration projects in Argentina, Paraguay and Colombia;
"UraMin"	UraMin Inc., the entire issued share capital of which was acquired by AREVA (the French national uranium company) in August 2007;
"US$"	United States Dollars, the lawful currency of the United States of America;
"Website"	www.niger-uranium.com

Glossary of Terms

"Lbs"	Pounds, an imperial unit of mass: 1 lb is equal to 0.454 kilograms;
"Resource"	The term 'Mineral Resource' covers the in-situ mineralisation which has been identified and estimated through exploration/assessment and sampling; and from which Mineral Reserves may be derived by the application of technical, economic, legal, environmental, social, marketing, governmental and political factors;
"U3O8"	Triuranium octaoxide. 1 ppm U308 = 0.848 ppm U.

ENDS

 

END

 

 

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