GFM Griffin Mining Limited

RNS Number:6074D
Griffin Mining Ld
12 January 2000


Formation of Griff-Tech.com plc and proposed offer to Griffin Shareholders

Extension of exercise date of unquoted warrants from 13th to 21st January 2000

AIM quoted Griffin Mining Limited ("Griffin") is pleased to announce the
formation of Griff-Tech.com plc ("Griff-Tech". Griff-Tech has been formed to
take advantage of cross border acquisition opportunities in the internet,
telecommunications and high technology sectors. 

The global technology revolution has created the circumstances where companies
and businesses based outside Europe, have developed technologies, applications
and products which have immediate applicability to the European market place
and beyond. Many of these companies are seeking ways in which their business
models can be exported, in the first instance, to Europe. 

Griff-Tech has been formed as an acquisition vehicle to acquire a business or
company in the internet, telecommunications and high technology sectors which
meets the following criteria: 

- has demonstrated the viability of a business model outside Europe and which
has the potential to be imported into the European market place; 

- already operates in Europe and is likely itself to be an attractive near
term acquisition target for North American or other companies looking to
expand operations in Europe; or

- is already established in some form in Europe with a technology which is, or
has the capacity to be, the world leader in its technology or industry niche.


The proposed directors of Griff-Tech at flotation have many years experience
in cross border merger and acquisition activity and will be applying these
skills and global contacts in identifying and concluding a suitable
acquisition for Griff-Tech.

As part of the proposed offer of shares in Griff-Tech described below,
Griff-Tech will apply to have all its ordinary shares in issue quoted on the
Alternative Investment Market of The London Stock Exchange ("AIM"). Trading in
the ordinary shares of Griff-Tech is expected to commence on AIM on or around
25th February 2000.

A number of acquisition targets for Griff-Tech which meet the criteria
outlined above have been identified. These and other potential targets will be
pursued following Griff-Tech's admission to AIM with a view to announcing an
acquisition in the short term. The relative size of any potential acquisition
and Griff-Tech means that any acquisition is likely to be classified as a
reverse-takeover under the AIM Rules and, accordingly, be subject to
shareholder approval.


Funding of Griff-Tech

It is intended that Griff-Tech will make an offer of its shares for
subscription (the "Offer") exclusively to Griffin shareholders whose names
appear on the Griffin register at close of business on 24th January 2000 (the
"Record Date"), on the basis of one new ordinary share of 1p in Griff-Tech (a
"Griff-Tech Share") for every two existing ordinary shares in Griffin held on
the Record Date at an issue price of 1p per share to raise approximately
#200,000. It is intended that the Offer will be fully underwritten on the
basis described below. 

Following the completion of the Offer, there will be a minimum of 19,473,250
and  maximum of 20,451,798 new Griff-Tech Shares in issue. 

It is anticipated that a prospectus and application forms will be dispatched
to all Griffin shareholders resident outside of North America and Australia on
or about 25th January 2000. 

Underwriting arrangements

It is intended that the Offer be fully underwritten and that the underwriting
arrangements will be structured so that Griffin will take up, at 1p per share,
all new shares in Griff-Tech not subscribed for by existing Griffin
shareholders under the Offer, up to a maximum of 29.9% of the Griff-Tech
Shares under the Offer, before any other underwriter subscribes under its
underwriting commitment. Thereafter, it is anticipated that all underwriters
will participate pro rata to their underwriting commitments.

Antfactory Holdings Limited ("Antfactory") has offered, in principle and
subject to contract, to underwrite the Offer up to a maximum of a further
29.9% of the new shares to be offered pursuant to the Offer. Antfactory is a
pan-European internet incubator company with a range of investments in the
internet/e-commerce sector. 

English Trust Company Limited ("English Trust"), the proposed Nominated
Adviser to Griff-Tech, has indicated its willingness to act as Nominated
Adviser to Griff-Tech. Charles Stanley & Company Limited has indicated its
willingness to act as Nominated Broker.

No formal agreements in relation to the underwriting of the Offer or the
appointment of advisers have yet been entered into between Griffin, English
Trust Company Limited, Charles Stanley & Company Limited, Griff-Tech or
Antfactory. 


Warrant exercise

On 10th November 1999, Griffin announced the issue of up to 2,099,377 unquoted
warrants to enable existing shareholders to participate in the placing also
announced on that date. Each warrant entitles the holder to subscribe for one
new ordinary share in Griffin at 9p on or before 13th January 2000. It is
intended that all new ordinary shares in Griffin issued pursuant to the
exercise of these warrants will rank for the Offer of new Griff-Tech Shares.
In order to allow warrant holders sufficient time to consider the implications
of this announcement the exercise date for the warrants has been extended to
21st January 2000.


Benefits to Griffin and to Griffin shareholders

Griffin's principal asset is a major zinc-gold project at Caijiaying in China.
Work is currently underway on phase one of a full bankable feasibility study,
which has been funded by a #1.3m placing completed in November 1999.
Griff-Tech will not become a subsidiary of Griffin and will be separately
managed. Griffin and its shareholders will benefit from the added value
created in Griff-Tech through both the opportunity to participate in the Offer
directly, and from the shareholding in Griff-Tech which Griffin obtains as a
result of its underwriting commitment.


Directors of Griff-Tech

It is proposed that, upon flotation, the  directors of Griff-Tech will be as
follows:

Marc Holtzman, aged 39, Marc Holtzman is the first Secretary of Technology in
the Cabinet Office of the State of Colorado in the USA. He is also responsible
for the Governor's Office of Innovation and Technology and Chairman of
Colorado's Information Management Commission. He serves as Co Chairman of the
Governor's Commission on Science and Technology. Until 1999 Mr Holtzman was
President  of ABN AMRO Corporate Finance CEE and remains as non-executive Vice
Chairman of ABN AMRO Corporate Finance. He is currently based in Colorado;
previously, as President of MeesPierson EurAmerica and as Senior Adviser to
Salomon Brothers he was based in Europe. He holds a Bachelor of Arts degree
from Lehigh University.

Mladen Ninkov, aged 38, Mladen Ninkov holds a Masters of Law Degree from
Trinity Hall, Cambridge and Bachelor of Laws (with Honours) and Bachelor of
Jurisprudence Degree from the University of Western Australia.  He is a
principal of Keynes Capital, a merchant and investment banking business
specialising in providing capital and advisory services to a number of
industries, in particular at this time, to individuals and related firms
specialising in the internet, technology and telecommunications sectors.  He
has a investment banking (mergers & acquisitions), corporate finance, legal
and fund management background.  He was a director and Head of International
Corporate Finance at ANZ Grindlays Bank Plc in London, managing director of
Maxwell Central and East European Partners plc in London and a Vice President
of Prudential-Bache Securities Inc. in New York.  He also worked at Skadden
Arps Slate Meagher & Flom in New York and Freehill Hollingdale & Page in
Australia.  He has been a director of a number of publicly listed companies
and has been a director of Griffin since November 1997.

Craig Niven, aged 43, Craig Niven holds a Masters Degree in Economics from St.
Catharine's College, Cambridge and is a Chartered Accountant.  Until 1994, he
was a director and Head of International Corporate Finance at ANZ Grindlays
Bank Plc where he was involved in cross-border transactions, mergers and
acquisitions and company flotations. Between 1994 and 1997 he acted as adviser
to a number of fund management groups including Global Emerging Markets
Limited and Park Street Investments Pty Limited where he was responsible for
identifying and monitoring investment opportunities in a variety of sectors
including telecommunications, internet and information technology and
financial services.


Timetable

The expected timetable is as follows;

Record date: 24th January 2000

Posting of prospectus: 25th January 2000

Ex offer date: 31st January 2000

Closing date of the offer: 21st February 2000

Admission to AIM: 25th February 2000


English Trust Company Limited, which is regulated by The Securities and
Futures Authority Limited, has approved the issue of this announcement for the
purposes of section 57 of the Financial Services Act 1986.
English Trust Company Limited is acting exclusively for Griff-Tech in
connection with the Offer and the admission of the Griff-Tech Shares to
trading on AIM and no one else, and will not be responsible to any other
person for providing the protections afforded to customers of English Trust
Company Limited, or for advising any other person in connection with the
Offer. The responsibility of English Trust Company Limited, as proposed
Nominated Adviser to Griff-Tech, is solely to the London Stock Exchange.


Further information

Craig Niven (Chairman) - Griffin Mining Limited:
Telephone: +44 (0)207 574 2455

Stephen Goschalk - English Trust Company Limited:
Telephone: +44 (0)207 608 0888

Charles Dampney - Charles Stanley & Company Limited
Telephone: + 44 (0)1273 486244

Leesa Peters - Ludgate Communications
Telephone: + 44 (0)207 216 4512


Griffin Mining Limited's shares are quoted on the Alternative Investment
Market (AIM) of the London Stock Exchange (symbol GFM) and traded on the
Canadian Dealing Network in Toronto (symbol GRFM). Corporate information and
share prices can be accessed via the Newstrack Service on Reuters (symbol
GFM.L) (page JPJA), Bloomberg (symbol GFM LN), ICV Topic (*1180).

The Company's news releases are available on the Company's web site:
www.griffinmining.com

END

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