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Monday 23 October, 2017

AIM

Schedule One - AfriTin Mining Limited

RNS Number : 2500U
AIM
23 October 2017
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

COMPANY NAME:

 

AfriTin Mining Limited

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

18-20 Le Pollet

St Peter Port

Guernsey

GY1 1WH

 

COUNTRY OF INCORPORATION:

 

Guernsey

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.afritinmining.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

AfriTin was formed to take advantage of the current tin deficit, to become the first AIM quoted conflict-free tin mining company and to be an African tin champion. Accordingly, it was established in 2017 to acquire the tin assets of Bushveld Minerals Limited, an AIM quoted natural resource company. The Directors believe that Bushveld's tin assets represent a significant value and opportunity that is not being fully exploited from within the Bushveld Group and that by demerging them from the rest of the Bushveld assets, they will be better able to realise that value.

 

On 20 October 2017 it was agreed, at a General Meeting of Bushveld Shareholders, that Bushveld could demerge its key tin projects being the Uis Tin Project (Namibia); and the Mokopane Tin Project and the Zaaiplaats Tin tailings project (South Africa) to AfriTin with Bushveld and Bushveld Shareholders receiving new Ordinary Shares in AfriTin, conditional only on Admission. The transaction is to be effected by demerging Greenhills Resources Limited from the Bushveld Group, in accordance with a Demerger Agreement. Following Admission, the Bushveld Shareholders as a group will hold approximately 29% and Bushveld will hold at least 15% of the Enlarged Issued Share Capital on Admission.

 

The Uis Tin project is considered the flagship tin asset within the portfolio, as this was once the largest open cast tine mine of its kind in the world and the Directors believe it will consequently add significant value to the new Afritin Group. This project is located in Namibia which is considered to be a conflict-free, stable and supportive mining jurisdiction.

 

As stated above, Greenhills currently owns 49.5% of the entire issued share capital of Dawnmin Africa Investments (Pty) Limited ("Dawnmin") which holds the interest in Uis. It has been agreed that AfriTin will, pursuant to an acquisition Agreement acquire the remaining Dawnmin Shares from Naminco Limited so that it holds an 85% stake in the Uis Tin Project which will be satisfied by the issue to Naminco Limited of shares in the Company on, and conditional on Admission. 

 

The strategy of the Group, following Admission, is to become a primary producer of tin metal and concentrate and, through a consolidation of further assets and potentially smelting facilities, becoming a global tin explorer and producer with a relative bias towards Africa. The Placing and Admission are an important part of executing this strategy with the main countries of operation being South Africa and Namibia.

 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

The fully issued paid up share capital of the Company as it is expected to be immediately following admission is [] Ordinary Shares of no par value.

 

Issue price - [] pence.

 

There are no shares to be held as treasury shares and there are no restrictions as to transfer of the securities.

 

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

TBC

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

TBC

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

N/A

 

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Glen William Parsons (Chairman)

Anthony Richard Viljoen (CEO)

Roger Alyn Williams (Non-Executive Director)

Laurence John Robb (Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

 

Shareholder

Holding Before Admission

Percentage of Issued Shares Before Admission

Holding After Admission

Percentage of Issued Share Capital After Admission

 

Kate Bredin

100

100%

TBC

 

TBC

Naminco Limited

 

-

-

TBC

TBC

Bushveld Minerals Limited

 

-

-

TBC

TBC

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         28 February

(ii)        28 February 2017

(iii)       30 November 2017; 31 August 2018 and 30 November 2018

 

EXPECTED ADMISSION DATE:

 

6 November 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

 

NAME AND ADDRESS OF BROKER:

 

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

 

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website (www.afritinmining.com) from the date of the Company's admission

 

 

DATE OF NOTIFICATION:

 

20 October 2017

 

NEW/ UPDATE:

 

NEW

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

 

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

 

N/A

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

 

N/A

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

 

N/A

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

 

N/A

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

 

N/A

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

 

N/A

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

 

N/A

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

 

N/A

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

 

N/A

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

 

N/A

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

 

N/A

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

 

N/A

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 

 

N/A

 

 


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