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Niger Uranium Ltd (URU)

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Wednesday 21 April, 2010

Niger Uranium Ltd

AGM, Proposed Special Dividen

RNS Number : 5398K
Niger Uranium Limited
21 April 2010
 



For immediate release

21 April 2010

NIGER URANIUM LIMITED

("Niger Uranium" or "the Company")

NOTICE OF THE 2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS

PROPOSED SPECIAL DIVIDEND

PROPOSED BOARD CHANGES

 

1.      Introduction

The Board of Niger Uranium is pleased to announce the resolutions to be proposed at this year's Annual General Meeting ("AGM") to be held at 2:00 p.m. on 7 May 2010.

In addition to the normal business to be considered at the AGM, for the reasons set out more fully below, as special business at the AGM we are also proposing as special business the demerger of 10,912,000 Kalahari Shares to shareholders by means of the Special Dividend.

The proposed Special Dividend has been unanimously approved by the Directors.  Further, the Company has received from NWT Uranium Corp. ("NWT"), its largest shareholder interested in approximately 33.8 per cent. of the issued shares of the Company, a written undertaking to vote in favour of the Special Dividend at the AGM. 

The Board has agreed to appoint Paul Loudon and to re-appoint John Lynch as non-executive directors of the Company with effect from 22 April 2010. On completion of the Special Dividend, David Weill will step down as a director of the Company and Paul Loudon will become Chairman. In addition, Ian Stalker will leave the Board on completion of the Special Dividend but will continue to act as joint-Chief Executive for an interim period while there is an orderly transfer of executive responsibilities by him to Anton Esterhuizen who will be appointed as joint-Chief Executive Officer (non-board appointment).

2.      Background to the Special Dividend

Last year the Board proposed a special dividend of 90 per cent. of the Company's interest in Kalahari, but the enabling resolution was not approved at that time by Shareholders at the November shareholders meeting. Subsequently, the Board became aware that a number of supportive Shareholders had not considered it necessary to vote for the special dividend as they had assumed that the resolution would be passed. A number of these significant institutional Shareholders therefore urged the Board to continue with its efforts to return the value of the Kalahari Shares to Shareholders.

Subsequently, the Board announced on 16 February 2010 the sale of 14 million Kalahari Shares on an arm's length basis at a price of £1.65 per Kalahari Share, for an aggregate consideration of £23,100,000 before costs (the "Disposal").  On the same date the Company announced that it had approved an interim dividend to Shareholders of all of the cash proceeds from the Disposal, without deduction of costs, which amounted to 20.4p per share, and which was paid on 9 March 2010 (the "Interim Dividend"). 

Your Board believed that the Disposal and Dividend was in the best interests of shareholders as a whole and in particular because:

 

·           The market value of the Company's ordinary shares had consistently traded at a significant discount to the value of its interest in Kalahari and its other assets in Niger and South America.  Based on the Closing Prices of the Company (34.75p) and Kalahari (168.5p) on 16 February 2010 (the day of the Disposal) the Company's interest in Kalahari, was valued at approximately £46.6 million, compared to the market capitalisation of the Company of £39.3 million at that time;

·           The Dividend provided all shareholders with an immediate opportunity to receive, pro rata to their shareholding, a significant cash return from the Company;

·           The recent significant fluctuations in Kalahari's share price had illustrated how volatile the market for smaller companies share prices can be and, while the Board remained confident about Kalahari's prospects, there was no assurance that the Kalahari share price would rise or in future reflect further progress, if any, made by Extract. The Disposal and Interim Dividend mitigated this risk while enabling the Company to retain an interest for the time being in Kalahari; and

·           The Disposal of 14,000,000 Kalahari shares as a block (rather than declaring a dividend in specie of these Kalahari shares to shareholders) and the return of cash to shareholders, was less likely to adversely affect the market value of the Company's remaining substantial interest in Kalahari.

Under the AIM Rules, any further disposal of shares in Kalahari or dividend in specie requires shareholder approval. Accordingly, the Board has announced today that, subject to Shareholder approval at the AGM, the Company will distribute a further 10,912,000 shares in Kalahari to Shareholders by way of a Special Dividend (the "Special Dividend").

 

As stated before, there is absolutely no assurance that the Special Dividend will be approved and the Board urges all Shareholders to submit a proxy as soon as possible and in any event before 2.00p.m. on 5 May 2010, or in the case Shareholders holding uncertificated depositary interests, forms of instruction before 2.00 p.m. on 4 May 2010.

3.         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 and the Company's other assets (including the Niger Licenses). 

 

This is illustrated in the following table which demonstrates the illustrative discount at which the Ordinary Shares traded on the first dealing day of each month for the six months immediately preceding the date of the Disposal and Interim Dividend:

 

 

 

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)

Pre Interim Dividend






1 September 2009

33.50

39.4

178

49.3

20.1

1 October 2009

34.50

40.5

180

49.8

18.7

2 November 2009

39.00

45.8

179

49.5

7.5

1 December 2009

33.50

40.8

179

49.5

17.6

4 January 2010

30.75

34.8

180

49.8

30.1

1 February 2010

35.50

40.2

163.5

45.3

11.3







Post Interim Dividend






4 March 2010

19.75

22.4

182.5

25.0

10.4

1 April 2010

19.50

22.1

175

23.9

7.5

19 April

19.25

21.8

168

23.0

5.2

 

Notes:

(i)                 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.

(ii)                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.

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

(iv)               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.

 

The Company's remaining stake in Kalahari Minerals following the Disposal is still the single most important investment of the Company, reflecting the successful exploration to date by Kalahari Minerals' associate company, Extract, of its Namibian uranium interests. Based on the Closing Prices of the Company (19.25p) and Kalahari (168p) on 19 April 2010 (the last practicable day prior to the issue of this announcement) the Company's remaining interest in Kalahari, was valued at approximately £23 million, compared to the market capitalisation of the Company of £21.7 million.

 

Accordingly, the Board believes that the Special Dividend is in the best interests of Shareholders as a whole because:

 

·           The Special Dividend should substantially eliminate the discount to the underlying value to which the Ordinary Shares have traded; and

 

·           The Special Dividend will empower each Shareholder with the investment decision regarding the Kalahari Shares that each receives. 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 any future progress made by Extract Resources.

 

4.      Relationship Agreement and Board and Senior Management changes

 

On 19 January 2010 the Company announced that NWT had requisitioned a shareholders' general meeting, at which it proposed to change the Board by my replacement with a new director and require the Board in turn to requisition a general meeting of Kalahari, to force a distribution in specie of not less than ninety per cent. of the shares that Kalahari owns in Extract. 

 

Following receipt of the NWT Requisition, the Board has held detailed discussions with NWT and its representatives and has entered into the Relationship Agreement with NWT to regulate the ongoing relationship between the Company and NWT. Pursuant to the Relationship Agreement, NWT has withdrawn the NWT Requisition and the Board and NWT have agreed to appoint Paul Loudon as a non-executive director of the Company and to re-appoint John Lynch as a non-executive director of the Company with effect from 22 April 2010. In addition, on completion of the Special Dividend, David Weill, together with Ian Stalker, will step down as directors of the Company.  Paul Loudon will become Chairman and the management team will be augmented by the appointment of Anton Esterhuizen to initially work alongside Mr Stalker as joint-Chief Executive Officers (non-board appointments).  Mr Stalker will stay on for an initial period to ensure an orderly transfer of executive responsibilities before standing down later in the year.

On completion of the Special Dividend the Board composition following these changes will be as follows:

·           Mr Paul Loudon, Chairman

·           Mr Gordon Cassidy, Chief Financial Officer

·           Mr John Lynch, Non-Executive Director

 

The Board believes that the appointment of Paul Loudon, supported by the technical expertise of Anton Esterhuizen, will provide the Company with the appropriate leadership and expertise to enable it to develop its Niger licences and to take advantage of potential future investment opportunities.

 

The Relationship Agreement is a related party transaction as NWT is a substantial shareholder of the Company, and the terms have been agreed as consideration for the undertaking by NWT to vote in favour of the Special Dividend.  The Board, having consulted with the Company's nominated adviser, unanimously consider the terms of the Relationship Agreement to be fair and reasonable insofar as the Company's Shareholders are concerned.

Paul Loudon (aged 48) Proposed Chairman

Paul Loudon has more than 20 years' experience in stock-broking, corporate finance and management of junior mining and exploration companies. He has been President of Battlefields Minerals Corporation of Toronto and non-executive chairman of BDI Mining Corp. He was Head of Equities at Loeb Aron & Company Ltd, a London corporate finance house specialising in the mining sector, where he was responsible for raising considerable sums of equity capital for resource companies listed in the United Kingdom, Canada and Australia. Paul Loudon is currently managing director and Chief Executive Officer of DiamondCorp Plc, an AIM-traded emerging diamond producer which operates in the diamondiferous regions of South Africa and Botswana.

 

John Paul Lynch (aged 50), Proposed Non-Executive Director

John Lynch has expertise in corporate management and administration as well as experience in corporate governance. He has been a director of both private and publicly traded organisations, and has worked with several public companies in the resource sector in recent years. John Lynch is a director as well as the President and Chief Executive of NWT, the Company's largest individual shareholder and a founder and director of Hana Mining Ltd.

 

In addition, as described above, Anton Esterhuizen will be appointed as joint-Chief Executive Officer (non-board appointment):

 

Anton Esterhuizen (aged 59), Proposed joint-Chief Executive Officer

Anton Esterhuizen, M.Sc., B.Sc. (Hons), is an experienced geologist with extensive experience in Africa. He is Managing Director of Pangea Exploration (Pty) Limited in Johannesburg and a director of Tanzanian Royalty Exploration Corporation. He previously worked with Gold Fields Ltd. Anton. Esterhuizen is a fellow of the Geological Society of South Africa and the first recipient of the Des Pretorius Memorial Award for outstanding work in economic geology in Africa. He also received the Dreyer Award from the Society for Mining Metallurgy and Exploration Inc. (USA) for outstanding achievements in applied economic geology, one the world's most prestigious awards for exploration.

 

Pursuant to the Relationship Agreement, the Board and NWT have also agreed the following restrictions on the ongoing management of the Company and the relationship with NWT:

 

·     Any and all transactions (including any related party transactions as defined by the AIM Rules) and relationships between members of NWT and any member of the NWT Group will be at arm's length and on a normal commercial basis and either unanimously approved by the Directors or, if such transaction exceeds 5% of any of the class tests pursuant to the AIM Rules, approved by Shareholders at a general meeting of the Company (at which NWT would abstain);

 

·     No issues of shares (or securities exchangeable or convertible into shares) are effected on a non-pre-emptive basis (other than pursuant to an executive share option scheme unanimously approved by the Board) without the unanimous approval of the Directors if such issue when aggregated with any other non-pre-emptive issue in the prior 12 month period exceeded 15% of the issued share capital of the Company, or without the approval of Shareholders at a general meeting of the Company;

 

·     No change to the composition of the board of directors of the Company (other than pursuant to the exercise by NWT of its rights to appoint a representative director) shall be effected unless unanimously approved by the Directors (including any Director involved save in the case of gross misconduct) or approved by Shareholders;

 

·     Save in the event of a breach of the Relationship Agreement by the Company which is not remedied within 10 days of written notice of the breach to the Company, neither NWT nor any member of the NWT Group or any associate of NWT (including any NWT Director(s)), shall requisition a general meeting of the Company without the unanimous support of the independent directors of the Company;

 

·     NWT shall be entitled, for as long as it continues to be beneficially interested in at least 20% of the issued ordinary share capital of the Company, to nominate for appointment a Director of the Company provided always that NWT shall have the right to remove such director and replace him/her with an alternative director.

 

Concurrently with the Relationship Agreement NWT provided the Company with an undertaking to vote in favour of the proposed Special Dividend at the AGM (the "Undertaking").  Under the terms of the Undertaking NWT has agreed to pay liquidated damages of Cdn$3,133,100 to the Company should it breach its obligations under the Undertaking and the Special Dividend is not approved at the AGM.

 

5.      Business of the Annual General Meeting

 

Resolution 1 - Receiving and adopting the Accounts

This Resolution relates to the receiving and adopting of the audited accounts for the financial period ended 31 March 2009, together with the Report of the Directors and the Auditors Report.  It is usual business for the Annual General Meeting.

Resolutions 2 - Auditor's Reappointment and Remuneration

This Resolution relates to the Auditors' re-appointment and authorising the Directors to determine their remuneration. It is usual business for the Annual General Meeting.

Resolutions 3 - Remuneration of Directors

This Resolution relates to the authority of the Remuneration Committee of the Board to determine the remuneration of the Directors of the Company for the forthcoming year.  It is usual business for the Annual General Meeting.

Resolutions 4 - Special Dividend of the Group's holding of 10,912,000 Kalahari Shares by means of a Special Dividend

This Resolution relates to a proposed distribution by the Company of 10,912,000 shares it holds in Kalahari Minerals Plc by means of a special dividend.  This resolution represents special business of the Company.

6.      Recommendation

The Board unanimously recommends that Shareholders vote in favour of resolutions 1, 2, 3 and 4 at the Annual General Meeting.

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.

 

Yours faithfully,

 

David de Jongh Weill

Chairman, for an on behalf of the Board of Directors of Niger Uranium Limited

 

Contacts:

Niger Uranium Limited

David Weill, Chairman               Tel: +65 97 81 82 81

 

Nominated Adviser                Tel: +44 (0) 207 628 3396

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 announcement contains forward-looking statements. These statements relate to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These statements are primarily contained in Part I of this announcement. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Certain risks to and uncertainties for the Company and Kalahari Minerals are specifically described in this announcement headed "Risk Factors". If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company's and/or Kalahari Minerals' actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward looking statements speak only as at the date of this announcement. Neither the Directors nor the Company undertake any obligation to update forward-looking statements or the Risk Factors described in this announcement other than as required by the Prospectus Rules, the AIM Rules or by the rules of any other relevant securities regulatory authority, whether as a result of new information, future events or otherwise.



 

DETAILS OF THE SPECIAL DIVIDEND

1.          Introduction

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 2,768,000 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 9.15 Kalahari Shares

 

The Special Dividend is equivalent to not less than 15.38p per qualifying Ordinary Share, based on the Closing Price of Kalahari Shares on 19 April 2010, the last practicable date before the publication of this announcement.

Taken together with the Interim Dividend, the Special Dividend represents a premium of approximately 5.6 per cent. to the Closing Price of 19.25 pence per Ordinary Share on 19 April 2010, the last dealing day prior to the date of the Disposal.

 

The Special Dividend is conditional, inter alia, on approval by Shareholders at the AGM to be held on 7 May 2010. 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 7 May 2010. The Qualifying Shares will comprise the existing Ordinary Shares plus any new Ordinary Shares to be issued to the Option holders on exercise 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 6,052,400. 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 5 May 2010, being the day following the last date by which Option holders are required to deliver an Exercise Notice to the Company, as described further below.

The Board considers that none of the outstanding share/warrant options will be exercised given the exercise prices pertaining to such options/warrants.

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 24 May 2010 and that Shareholders wishing to hold their Kalahari Shares in uncertificated form will have their accounts in CREST credited with the relevant shares by 24 May  2010 or as soon as reasonably practicable thereafter.

 

The Company intends to retain 2,768,000 of the Kalahari Shares following the distribution of the Special Dividend (if approved) to the Shareholders.

 

Outstanding Options over new Ordinary Shares of the Company

 

For the purposes of the Special Dividend 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. BST on 4 May 2010.

 

Any Optionholder who needs further information in relation to his Options should contact the Company, or if any Shareholder has any questions about how to fill out the Form of Proxy or Form of Instruction, they should contact the Company on + 00 27 11 269 4900 between 9.00 a.m. and 5.00 p.m. (SAST - local time in Johannesburg) Monday to Friday.

 

3.          Information on Kalahari Minerals

As previously described in the circular to shareholders dated 30 October 2009, the total consideration paid by the Company in respect of its original holding of 27.68 million Kalahari Shares comprised £7.47 million in cash and the issue of 17 million Ordinary Shares in Niger Uranium, which at the time of the acquisition valued each Kalahari Share at 29 pence each.  Since the Company made its investment, the Kalahari Share price has increased significantly, and on 19 April 2010, the last practicable date prior to the publication of this announcement, the Closing Price of a Kalahari Share was 168 pence, an increase of over 479.3 per cent.

 

Following its previous Disposal of 14m Kalahari Shares, the Company's stake in Kalahari Minerals is now valued at approximately £23 million.

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. 

 

As at 19 April 2010, the last practicable date prior to the publication of this announcement, Kalahari Minerals had a market value on of approximately £380 million. In addition to Niger Uranium, Kalahari Minerals' other principal shareholders include Nippon Uranium Resources Australia Pty Ltd, Rio Tinto International Holdings Australia Pty Limited and M&G Investment Management.

 

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 below.

4.          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 2,768,000 Kalahari Shares and its cash reserves of approximately £1.63 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 intend therefore, whether the Special Dividend is approved or not, to continue to implement its stated strategy. 

On 19 February 2010 the Board of the Company announced details of press reports regarding a military coup in Niger. The Directors intend to develop the Company's uranium exploration activities 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 were initially placed on a care and maintenance basis. A recent visit to Niger by a member of the Board indicated that the recent coup had had no apparent effect to date on the mining and exploration activities of the companies currently operating in the country. As a result, the Company is continuing with its mapping activities which it commenced in early February. These activities will continue through to the onset of the rainy season at the end of July 2010. Depending on both the results of these activities, and the then prevailing security conditions, the Company will consider its options as to the commencement of further drilling at the beginning of November 2010.

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 eU3O8 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 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. 

 

 

5.          Company liquidity

Prior to paying the expenses incurred by the Company in connection with the Special Dividend, as at 19 April 2010, the Company had cash balances of approximately £1.63 million.

 

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 Interim Dividend and the Special Dividend). The Board believes, if approved, 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.



 

 

RISK FACTORS

 

PART A

 

Risks related to Kalahari Minerals

 

Part A 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 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

 

There is no assurance that Shareholders will vote to approve the Special Dividend

There is absolutely no assurance that the Special Dividend will be approved. If the enabling resolution is not passed, the Special Dividend will not proceed.

 

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 Dividend 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 in the past 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.

 

Niger military coup

On 19 February 2010 the Board of the Company announced details of press reports regarding a military coup in Niger. The Company's principal exploration assets are the Niger Licenses which cover a total area of 1,673,644 acres (6,773 square kilometres). Whilst the military have subsequently announced that they intend to return the country to democratic government and will hold elections within 12 to 18 months, 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. In addition, there can be no certainty that the security position following the military coup will improve and stabilize and in such circumstances, the Company's operations may be adversely affected and the Company may be unable to conduct or recommence normal mining exploration and development activities in Niger.

 

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 III. 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 announcement. 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.

 



 

ADDITIONAL INFORMATION

1           Proposed Directors and Senior Management                                                                   

 

The Proposed Directors and Senior Management and their principal functions are as follows:

 

Robert Paul Loudon       (Chairman)

John Lynch                    (Non-Executive Director)

Anton Esterhuizen          (Chief Executive, non-board position)      

 

2.       The Proposed Directors and the Proposed Chief Executive, in addition to their directorships of the Company, hold, or have held within the period of the five years prior to the date of this announcement, the following directorships and partnerships:

 
Name

 

Current Directorships and Partnerships

 


Past Directorships and Partnerships

 

Paul Robert Loudon

 

 

 

 

 

 

 

 

 

 

 

 

Botswana Diamondcorp Limited

Diamondcorp Plc

Diamondcorp Holdings Ltd

Glendree Capital Management Limited

Green Dragon Nominees Pty Limited

Lace Diamond Mines (Pty) Ltd

Loeb Aron & Company Limited

Soapstone Investment (Pty) Ltd

BDI Mining Corporation (formerly Battlefields Minerals Corp and Indomin Resources Limited)

First Uranium plc

Georgian House Capital Ltd

Indomineratama BVI Limited

JPF Capital Management Limited

Limberham Investments Limited

Mercator Gold plc

PT Galuh Cempaka

Vaal River Gold

Woodlark Mining Limited

John Lynch

Hana Mining Inc

NWT Uranium Corp

Reanareg Innovative Energy Technology inc

Universal Packaging Inc

 

Niger Uranium Limited

Anton Esterhuizen

Huntrex 46

Efidium DRC SPRL

IGE Resources AB

NWT Uranium Corp

Pangea Exploration Pty

Pangea Diamonds Pty

Soloprop 1164

Tanzanian Royalty Exploration Corporation

Dimbi Diamants SAU

Etoile Diamants SAU

Upward Spiral 10

 

3.       None of the Proposed Directors nor the Proposed Chief Executive:

3.1.     is currently a director of a company or a partner in a partnership or has been a director of a company or a partner in a partnership within the five years immediately preceding the date of this announcement;

3.2     has any unspent convictions for any indictable offences or has been declared bankrupt or has made any voluntary arrangement with his creditors;

3.3.     has been a director of a company at the time of or within the 12 months preceding any receivership, compulsory liquidation, creditors' voluntary liquidation, administration or voluntary arrangement of that company or any composition or arrangement with its creditors generally or any class of its creditors;

3.4.     has been a partner in a partnership at the time of or within the 12 months preceding any compulsory liquidation, administration or voluntary arrangement of that partnership;

3.5.     has had any asset which has been subject to a receivership or has been in a partnership at the time of or within the 12 months preceding an asset of the partnership being subject to a receivership; or

3.6.     has been publicly criticised by any statutory or regulatory authority (including any recognised professional body) or has been disqualified by a court from acting as a director of, or in the management or conduct of the affairs of any company.

 

4.          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 30 September 2009, the date of the last published consolidated interim financial statements of 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.

 

 

BALANCE SHEET

USD 000's

 

Published interim results as at 30 September 2009

Termination of Henkries

Note 1

Options Exercised Note 2

Partial Disposal of KAH Note 3

Dividend in Specie Note 4

Proforma Balance Sheet as at 30 September 2009

ASSETS







Non current assets

85,882



(40,783)

(31,788)

13,311

   Plant & Equipment

423





423

   Intangible assets

4,825





4825

   Investments

80,634



(40,783)

(31,788)

8,063

Current assets

4,840

(1,775)

1,214



4,279

   Receivables

4,055

(3,525)




530

   Cash/cash equivalents

785

1,750

1,214



3,749

Total assets

90,772

(1,775)

1,214

(40,783)

(31,788)

17,590








EQUITIES AND







LIABILITIES







  Equity

90,523

(1,775)

1,214

(40,783)

(31,788)

17,391

  Share Capital

47,543

(1,775)

1,214



46,982

  Reserves

64,082



(30,540)

(23,796)

9,746

  Accumulated deficit

(21,102)



(10,243)

(7,992)

(39,337)

Current liabilities

199





199

  Trade/other payables

199





199

Total liabilities

90,722

(1,775)

1,214

(40,783)

(31,788)

17,590








Shares in  issue







  Opening balance

117,504,300

117,504,300

109,004,300

113,210,056

113,210,056

117,504,300

  Henkries termination


(8,500,000)




(8,500,000)

  Exercise of options



4,205,756



4,205,756

  Closing balance

117,504,300

109,004,300

113,210,056

113,210,056

113,210,056

113,210,056

 

Note 1    On 8 October 2009 the Company announced the termination of the Henkries transaction.  This resulted in the return of $2.5 million, originally paid into escrow, and, on 30 October 2009, the repurchase and cancellation of 8.5 million shares originally issued as part of the total consideration in respect of the Henkries project.

 

Note 2    On 30 October 2009, and subject to shareholder approval, the Company announced a conditional dividend, in specie, of substantially its entire interest in Kalahari Minerals Consequently, and as a result of that announcement, the Company subsequently announced, on 24 November 2009, that in terms of their Share Option Plan 2008, 3,916,667 options at varying option prices had been exercised for a total consideration of £735,000.  In addition certain employees and consultants had exercised options which had resulted in a further 1,527,000 options being exercised and 289,089 shares being issued as fully paid shares.

 

Note 3    On 16 February 2010, the Company announced the disposal of 14m Kalahari Minerals shares at £1.65 and the distribution of the total sale proceeds as a cash dividend to all shareholders. The dividend was subsequently distributed to shareholders on 10 March 2010.

 

Note 4    The pro forma effect of the intended announcement of a dividend, in specie, of 10.912 million shares in Kalahari Minerals, subject to the approval of shareholders at the Annual General Meeting.

 

 



EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event

 


Expected time / date (1)

 

Publication of this announcement

 


21 April 2010

 

Latest time and date for receipt of Forms of Instruction (2)

 


2.00 p.m. on 4 May 2010

 

Latest time and date for receipt of Forms of Proxy (2)

 


2.00 p.m. on 5 May 2010

 

2010 Annual General Meeting of Shareholders

 


2.00 p.m. on 7 May 2010

 

Record Date

 


6.00 p.m. on 7 May 2010

 

Expected date of the Special Dividend (if approved)

 


7.00 a.m. on 10 May 2010

 

Ex-Dividend date in respect of the Special Dividend

 


7.00 a.m. on 10 May 2010

 

Crediting of Kalahari Shares to CREST accounts (3)

 

 


by 8.00 a.m. on 24 May 2010 or as soon as reasonably practicable thereafter

 

Despatch of certificates for Kalahari Shares (3)

 


by 24 May 2010

(1) All times shown in this announcement are London BST times unless otherwise stated. The dates and times given are indicative only and are based the Company's current expectations and may be subject to change. If any of the times and/or dates above change the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

 

(2) If the Annual General Meeting is adjourned, the latest time and date for receipt of Forms of Proxy and Forms of Instruction for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

 

(3) These dates will depend, among other things, on the date on which Shareholders approve the Special Dividend at the 2010 annual general meeting, and the ability of the Kalahari Minerals registrar to deliver the shares to CREST accounts and arrange for dispatch of new share certificates.

 



MARKET STATISTICS

Number of Ordinary Shares in issue as at the date of this announcement

113,210,056



Maximum number of new Ordinary Shares to be issued to Optionholders on the exercise of the outstanding Options

6,052,400



Maximum number of Qualifying Shares for the Special Dividend

119,262,456



Number of Kalahari Shares owned by the Company as at the date of this announcement

13,680,000



Number of Kalahari Shares owned by the Company to be distributed to Shareholders

10,912,000



Number of Kalahari Shares to be retained by the Company following the distribution to Shareholders

2,768,000



Number of Kalahari Shares per 100 Ordinary Shares if the Special Dividend is approved based on maximum number of Qualifying Shares

9.15



Number of Kalahari Shares per 100 Ordinary Shares if the Special Dividend is approved based on minimum number of Qualifying Shares

9.63



Closing Price per Kalahari Share as at 19 April 2010, the  last practicable date prior to the date of this announcement

               £1.68p



Closing Price per Ordinary Share as at 19 April 2010, the last practicable date prior to the date of this announcement

19.25p



Illustrative value of the Special Dividend per Ordinary Share based on maximum number of Qualifying Shares

15.38p



Illustrative value of the Special Dividend per Ordinary Share based on minimum number of Qualifying Shares

16.18p



 

DEFINITIONS

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

"Admission"

the initial admission of Ordinary Shares to trading on AIM on 12 September 2007;

"AGM"

the annual general meeting of shareholders to be held at 2.00 p.m. at the offices of Herbert Smith LLP, 66 Avenue Marceau, 75008, Paris, France on 7 May 2010, or any adjournment of that meeting;

"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 20 April 2010 that the Directors had proposed the Special Dividend and that Shareholders were to be asked at the AGM 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;

"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;

"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;

"Dividend Resolution"

the resolution set out in the Notice to be proposed at the AGM;

"Ex-Dividend date"

the ex-dividend date set out in the expected timetable of principal events;

"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;

"Form of Instruction"

the form of instruction for use by the holders of Depositary Interests in connection with the AGM;

"Form of Proxy"

the form of proxy for use by the Shareholders in connection with the AGM;

"Group"

in relation to a company (wherever incorporated), the company, any company of which it is a subsidiary (its holding company) and any other subsidiaries of any such holding company; and each company in a Group is a member of the Group;

"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;

"Interim Dividend"

the interim cash dividend of 20.4 pence per Ordinary Share held on the Interim Record Date approved by the Company on 16 February 2010;

"Interim Dividend Payment"

the interim dividend payment to shareholders of 20.4 pence per Ordinary Share held in the Company by a Shareholder on the Record Date;

Interim Record Date

26 February 2010;

"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;

"Kalahari Sale"

the sale by the Company of 14 million shares in Kalahari at a price per share of £1.65 on 16 February 2010;

"Kalahari Sale Proceeds"

the £23,100,000 received as consideration on completion of the Kalahari Sale, the entire value of which is the subject of the Interim Dividend;

"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;

"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 AGM;

"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;

"Proposed joint-Chief Executive"

Anton Esterhuizen

"Proposed Directors"

Paul Loudon and John Lynch

"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 7 May 2010;

 

"Relationship Agreement"

the relationship agreement between the Company and NWT dated 20 April 2010;

 

"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 AGM;

"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

 

ENDS


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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