Completion of Ebony Iron Acquisition
5 September 2011
Strategic Minerals plc
("Strategic Minerals", "SML" or the "Company")
Completion of Ebony Iron Acquisition
Further to the announcement on 19 August 2011, Strategic Minerals plc (AIM: SML) the iron ore and metals developer, today announces the completion of the acquisition of 100% of the issued share capital of Ebony Iron Pty Ltd ("Ebony") for the initial consideration ("Initial Consideration") of 9.4 million pounds sterling which has been satisfied by the allotment of 94 million new fully-paid ordinary shares of 0.1 pence each ("New Ordinary Shares") in SML to the Ebony shareholders at the issue price of 10 pence per share.
The issue and allotment of the New Ordinary Shares is conditional on their admission to AIM ("Admission").
Application will be made for Admission and trading of the New Ordinary Shares is expected to commence on Thursday 8 September 2011. On Admission the New Ordinary Shares, will rank pari passu with the Company's existing ordinary shares of 0.1 pence each ("Ordinary Shares").
Following Admission the total number of Ordinary Shares in issue will be 391,380,539 with the total number of Ordinary Shares in the Company with voting rights being 391,380,539.
Highlights of the acquisition:
- Creation of an advanced development and production iron ore and metals company, operating in the USA and Australia
- Primary Ebony asset is a shipment ready stockpile of 900,000 tonnes of magnetite at the site of the former Cobre mine in New Mexico
o negotiations underway regarding the sale of the magnetite to various domestic and international buyers
o discussions also underway for the rights to a further 400,000 tonne magnetite stockpile on the same site, as well as other magnetite stockpiles in north America and Australia
- Strengthening of Board and operational team via the appointment of Peter Bennetto and James Chisholm as Directors of enlarged company and David Weidemier as non Board CEO of the Company's operational management team
Steven Sanders, Group Chairman, commented; "We view the Ebony acquisition as a transformational transaction for the Company. Not only does it provide us with significant revenues in the short term but also extends our bank of exploration targets in Australia that builds on the strong progress we have already made at Iron Glen. We are likewise delighted that Peter and James have accepted our invitation to join the Board. We consider they and their team have a valuable role to play in our Group's development."
Ebony's Assets
Ebony's primary asset is a shipment ready stockpile of 900,000 tonnes of magnetite at the site of the former Cobre mine in New Mexico. Ebony is currently negotiating the sale of the magnetite to various domestic and international buyers. Ebony is also negotiating the rights to a further 400,000 tonne magnetite stockpile on the same site, as well as other magnetite stockpiles in north America and Australia.
In addition, Ebony holds:
· the iron ore rights to three tenements in the Northern Territory of Australia and one tenement application close to known iron ore reserves; and
· has negotiations underway to acquire the iron ore rights on a further two tenements in the Northern Territory and the iron ore rights to four tenements in Western Australia close to known iron ore reserves and infrastructure.
Additional Consideration
In addition to the New Ordinary Shares, Ebony shareholders will be entitled to, in aggregate, a further consideration of 5 million pounds sterling to be satisfied by the allotment of 50 million New Ordinary Shares at an issue price of 10 pence per share, subject to the identification by a competent person of an Indicated Mineral Resource that constitutes a Probable Ore Reserve of not less than 200 million tonnes of iron ore (individually or in aggregate) on Ebony's current projects before 31 December 2015.
Proposed Directorate Changes
As part of the acquisition, the Board is strengthening the Board and management teams through the appointments of Peter Bennetto and James Chisholm, both Directors of Ebony, to the Board of SML. The appointments will become effective following satisfactory due diligence as required by the AIM Rules and a further announcement will be made in due course. For further information on the new Board Members please see below.
The Board also announces the appointment of David Weidemier as CEO of the Company's operational management team. This will not be a main Board appointment. David has over 15 years' experience in senior executive and operations roles across the mining, oil and gas, power generation and infrastructure industries. David is highly experienced in project and operational delivery, the development of major projects from inception through to completion and the leadership of geographically diverse teams. He has held leadership and general management roles with UGL, AREVA, ALSTOM and GEC-ALSTHOM.
Additional Information on the New Proposed Directors
Peter Bennetto (aged 57)
Mr Bennetto has over 30 years' experience in banking and investment having held a number of company director positions in exploration, mining and manufacturing companies listed on the Australian Stock Exchange ("ASX") since 1990. He was a founding director of Anaconda Nickel Ltd and currently Non-Executive Chairman of Ironbark Zinc Ltd and Waratah Resources Ltd.
On Completion, Peter Bennetto will have a notifiable interest in the Company through trusts of which he is a beneficiary of 15,471,751 SML shares representing 3.95 per cent. of the issued share capital of SML.
James Chisholm (aged 48)
Mr Chisholm worked in the engineering, oil, gas and mining sectors for the past 28 years. He has specialised in providing market research, strategy development and M&A assistance to mining, engineering, oil and gas companies. Through a family trust, he was one of the seed investors of Doyles Creek Mining (ASX: NCR). He co-founded The Chairmen1 Pty Ltd which sold its assets to Guildford Coal (ASX: GUF).
In the last five years, James Chisholm has been a director of private Australian companies including Ebony Iron Pty Ltd and Fertoz Pty Ltd.
On Completion, James Chisholm will hold a notifiable interest in the Company through two family trusts of which he is a beneficiary of 29,919,092 SML shares representing 7.64 per cent. of the issued share capital of SML.
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Company |
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Strategic Minerals plc |
+61 755 324 448 |
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Matthew Bonthrone |
+44 (0) 7730 402 783 |
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Nominated Adviser/Broker |
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Allenby Capital Limited |
+44 (0) 20 3328 5656 |
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Brian Stockbridge/James Reeve |
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Joint-Broker |
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Daniel Stewart & Company Plc |
+44 (0) 20 7776 6550 |
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Sean Lunn/Oliver Rigby
Financial Public Relations |
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Threadneedle Communications |
+44 (0) 20 7653 9850 |
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Laurence Read/Beth Harris |
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Retail Investor Relations |
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GTH Communications Limited |
+44 (0) 20 3103 3903 |
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Toby Hall/Christian Pickel |
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About Strategic Minerals plc
Strategic Minerals is a Queensland-based company incorporated in the UK on 16 November 2010. The Company's wholly owned subsidiary, Iron Glen Pty Ltd, has title to the Iron Glen Tenement that is located approximately 40 kilometres southwest of Townsville, Queensland (the "Tenement"). The Tenement covers an area of approximately 2,100 hectares and lies around 10km from existing rail and road infrastructure that links into Townsville's deep water port, which has all year round bulk loading facilities. The Company additional owns magnetite stockpiles in the US and iron ore exploration leases in Australia through its wholly owned subsidiary, Ebony Iron Pty Ltd. For more information about Strategic Minerals, please go to http://strategicminerals.co.uk.
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You can also follow the Company on Twitter @StrategicMinrls as well as Facebook and LinkedIn. |
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About Ebony Iron Pty Ltd
Ebony was formed on 30 November 2010 to acquire the rights to an existing magnetite tailings dam with approximately 1-1.5 million tonnes of magnetite at an average 62% Fe.
Since acquiring the rights to the magnetite tailings, Ebony has researched additional stockpiles and tailings sites, as well as reviewing highly prospective iron ore tenements around Australia, Asia, South America and the USA
The Company seeks to achieve this exposure by combining the development of finite, income generating iron ore stock piles with exploration and extraction of known or highly prospective in-ground iron ore assets.
This information is provided by RNS
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