Proposed transaction with AXMIN Inc.
18 März 2010 - 2:20PM
UK Regulatory
TIDMAFNR
RNS Number : 8072I
AfNat Resources Limited
18 March 2010
For immediate release
18 March 2010
AfNat Resources Limited
("AfNat" or the "Company")
Exclusive Negotiations for a Proposed Transaction with AXMIN Inc.
AfNat (AIM.AFNR) is pleased to announce that the Company has signed a Letter of
Intent ("LOI") with AXMIN Inc ("AXMIN") (TSX Venture: AXM), a Canadian
exploration and development company with a strong focus on central and west
Africa.
The LOI sets out AXMIN's non binding proposal to acquire all of the issued and
outstanding securities of AfNat (the "Transaction"). Under the terms of the LOI,
AfNat and AXMIN have agreed to binding mutual exclusivity provisions. In
consideration for the proposed acquisition, it is anticipated that AXMIN would
issue an aggregate of 202,359,544 common shares of AXMIN to AfNat shareholders
and an aggregate of 14,961,941 share purchase warrants to acquire common shares
of AXMIN to former holders of convertible securities of AfNat. The number of
common shares to be issued, and share purchase warrants to be granted, may
change depending on the number (if any) of holders of convertible securities of
AfNat who exercise their convertible right prior to completion of the
Transaction.
It is anticipated that upon the successful completion of the proposed
Transaction the existing AfNat shareholders will hold in the aggregate
approximately 39.6% of the issued and outstanding shares of AXMIN (or 41.2%
approximately on a partially -diluted basis)..
The Transaction is expected to be effected by a scheme of arrangement under the
laws of Bermuda and will be subject to, inter alia, the approval of the TSX
Venture Exchange as well as board, shareholder and regulatory approvals and the
sanctioning of the scheme by the Supreme Court of Bermuda. The Transaction will
not be subject to the UK City Code on Takeovers. After the successful completion
of the Transaction, AfNat will be a wholly owned subsidiary of AXMIN.
Assuming a binding agreement in respect of the Transaction is executed, AfNat
will send to its shareholders a circular explaining the effect of the
transaction on its shareholders and convene a meeting of its shareholders to
approve the Transaction.
David Weill, Chairman of AfNat, said: "We are pleased that the negotiations with
AXMIN have moved to a detailed and formalised LOI. This is very encouraging for
both parties and we are confident that the LOI provides a sufficient framework
that allows both parties to enter into a final agreement in a timely manner.
AXMIN is one of the few companies that has a potential to develop multiple gold
mines in central and west Africa. We believe the Transaction will create a
company with a strong balance sheet and the ability to realize the value of the
assets held by AXMIN. Furthermore, the transaction, if successfully concluded,
offers AfNat shareholders direct exposure to mature gold exploration and
opportunity for early production as a part of AfNat's strategy to consider
potential companies focused on other types of natural resources".
Further details on AXMIN
AXMIN is a gold exploration company with a track record of finding and
developing mines in Africa. Its strategy is to focus on newly democratic
countries where it has the opportunity to acquire highly prospective ground as
an early entrant. The company has a substantial depth of African experience both
through its team of explorers and its major shareholder, The Addax and Oryx
Group.
AXMIN holds the premier land position in the Central African Republic (CAR) with
five permits totaling over 2,900 sq km, with its most advanced being the
Passendro Gold Project located in the centre of its 140 km long Bakala-Bambari
permits. More information regarding AXMIN can be found at www.axmininc.com.
Enquiries:
AfNat Resources Limited
David Weill, Chairman
Tel: +44 (0) 20 7881 0180
Nominated Adviser, Seymour Pierce Limited
Nicola Marrin/Catherine Leftley
Tel: +44 (0) 20 7107 8000
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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