Acquisition of Rio Tinto and Kwezi's South African coal assets completed

Posted: 10th May 2012 09:18

"Transaction strengthens Coal of Africa's position as one of the most substantial holders of prospecting and mining rights for coking coal in South Africa's Soutpansberg coalfield," says CEO John Wallington.
Coal of Africa Limited ("CoAL" or "the Company"), the coal exploration, development and mining company operating in South Africa, is pleased to advise that the consents, required under the Section 11 of the Mineral and Petroleum Resources Development Act ("Section 11 consents"), have been granted by the Minister of Mineral Resources in respect of the sale of shares by Rio Tinto Minerals Development Limited ("RTMD") and Kwezi Mining (Proprietary) Limited (collectively "the Vendors") in both Chapudi Coal (Proprietary) Limited ("Chapudi") and Kwezi Mining and Exploration (Proprietary) Limited ("KME") to Keynote Trading & Investment 108 Proprietary Limited ("Keynote"). Keynote is a subsidiary of the Company, with a recently constituted Board of Directors and Rothe Investments as the 26% Black Economic Empowerment ("BEE") shareholder. Chapudi and KME hold the prospecting rights for the Chapudi Coal Project and related exploration properties in South Africa's Soutpansberg coalfield in the Limpopo Province, (collectively, the "Chapudi Coal Assets"). The Section 11 consents relate to the transfer of an interest or control in a mining or prospecting licence holder.
Coal of Africa CEO John Wallington commented that, "The granting of the Section 11 consents by the Minister concludes the regulatory steps to complete the acquisition of the Chapudi Coal Assets, strengthening Coal of Africa's position as one of the most substantial holders of prospecting and mining rights for coking coal in the region. The transaction provides significant scale and optionality in the planning of future mining projects, and will enable the consolidation of several contiguous tenements in the Soutpansberg coalfield. The detailed planning and technical work required as part of this process has commenced with our partners, while the reserve and resource calculations of these newly-acquired coal assets are being evaluated and a further update will be issued to the market in due course."
Mashudu Ramano, Chairman of Rothe Investments noted that, "We will seek to develop these assets responsibly, and in the interests of all stakeholders. The consolidation of the various tenements will provide further long-term potential for the economic development of this region. Communities in close proximity to Chapudi hold a 40% interest in Rothe, the structure of which will be finalised in consultation with the relevant communities, making this a truly broad-based BEE project."
As advised in the report for the quarter ended 31 March 2012, and released on 30 April 2012, the original share purchase agreement ("the Original SPA") was amended to allow for the sale of equity and the sale of shareholders' claims to close separately (the "Amended SPA"). This amendment facilitated the application by the vendors for South African Reserve Bank ("SARB") exchange control approval for separate payment in respect of the sale of the equity and shareholder claims. In anticipation of a longer period to obtain approval for the settlement of the shareholder loans, the priority for the Vendors, the Company and Keynote was to close the equity sale.
In line with the Amended SPA, the date for the fulfilment of the conditions precedent for the sale of the equity was extended from 30 April 2012 to 31 May 2012. The date for the fulfilment of the conditions precedent for the sale of the shareholder claims was extended from 30 June 2012 to 31 July 2012. The purchase consideration remains US$75 million in aggregate, of which a $2 million deposit has been paid. SARB exchange control approval for the sale of the equity was received in early April 2012 and having satisfied the remaining conditions precedent, final closing of the transaction is expected to occur on 11 May 2012 following settlement of the first tranche of the purchase consideration due under the terms of the Amended SPA.
On closing, Keynote will take ownership of the equity and pay the first tranche of the purchase consideration of US$29,357,545 to the Vendors. Upon granting of exchange control approval by the SARB in respect of the shareholder claims, the remaining amount due under the first tranche of US$13,642,455 is payable by the Company to RTMD. The second tranche of $30 million will become payable either on the receipt of a New Order Mining Right ("NOMR") on any of the properties that form part of the prospecting area in any of the New Order Prospecting Rights ("NOPRs"), or two years from the date upon which the conditions precedent are fulfilled, whichever transpires earlier.

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