Premier African Minerals Limited (`Premier' or `the Group')
Amendment of terms to previously announced sale of Togo Phosphate and
Industrial mineral assets
Related party transactions
Premier African Minerals Limited, the AIM quoted multi-commodity natural
resource company with mineral projects located in Western and Southern Africa,
announces that, further to the announcement of 24 May 2013 relating to the
acquisition by Ethiopian Potash Corp. (`EPC') (TSX Venture: `FED'), of
Premier's Mali subsidiary G and B African Resources Mali SARL (`Mali Sub'), and
its Togo subsidiary, G and B African Resources SARL (`Togo Sub') for an
aggregate consideration of 120,000,000 new shares in EPC (`the Combined
Transaction'), on 3 June 2013 certain amendments to the sale and purchase
agreement in respect of the Togo Sub have been agreed to satisfy the
requirements of the TSX Venture Exchange (`TSXV'). The announcement dated 24
May 2013 stated that the Combined Transaction was subject, inter alia, to TSXV
and EPC Shareholder consent.
In accordance with the requirements of the TSXV, Premier has agreed to the
removal of the escrow provisions in the Togo part of the Combined Transaction,
pursuant to which the Togo sale would have completed in escrow with the ability
for the transaction to be effectively cancelled and unwound in certain
circumstances. Accordingly, pursuant to the terms of the amended Togo sale and
purchase agreement, the sale of the Togo Sub will complete following the
satisfaction of all conditions precedent and, on completion, the Togo Sub
shares will be transferred to EPC and the 100 million EPC consideration shares
will be issued to Premier. Following completion, Premier will hold
approximately 42% of EPC and will be considered by the TSXV to be a "Control
Person". In the Togo sale and purchase agreement, EPC has given customary
warranties. Additionally, EPC has warranted that it has or will on closing have
funds available which it anticipates will be adequate for an initial six month
period and will need to obtain additional funds to cover periods thereafter.
The Combined Transaction remains subject to EPC independent shareholder consent
and other conditions precedent as set out in the sale and purchase agreements.
EPC intends that a Special and Annual General Meeting of shareholders of EPC
will be held on the 30 June 2013.
Related party transactions
For the purpose of the Combined Transaction, George Roach, Bruce Cumming and
Pamela Hueston are not independent directors. The Combined Transaction is
considered to be a related party transaction under the AIM Rules.
The Company's independent directors, Leslie Goodman and Ian Stalker, have
considered the revised terms and conditions of the Combined Transaction. The
Independent Directors consider, having consulted with Cairn Financial Advisers
LLP, the Company's Nominated Adviser, that the revised terms of the Combined
Transaction are fair and reasonable insofar as the Company's Shareholders are
concerned.
For further information and full details of the Togo Agreement, please visit
www.premierafricanminerals.com or contact the persons below.
Commenting on the proposed transaction, George Roach, Premier Chairman said;
"The net effect of these transactions will be that Premier acquires a
significant interest in EPC that in turn retains a 30% interest in their highly
prospective Danakil basin property. At the same time, EPC will re-focus on
development of Agricultural and Industrial minerals through the Togo and Mali
acquisitions. In particular, the properties in Southern Togo are attractive, as
much for the exploration potential as for the presence of extensive
infrastructure and proximity to tide-water."
Enquiries
Pamela Hueston Premier African Minerals Tel: +44 (0) 755 778 3855
Limited
Tony Rawlinson Cairn Financial Advisers LLP Tel: +44 (0) 207 148 7900
(Nominated Adviser)
Jerry Keen Shore Capital Stockbrokers Tel: +44 (0) 207 408 4090
Limited
Edward Mansfield Shore Capital Stockbrokers Tel: +44 (0) 207 408 4090
Limited
Felicity Edwards St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177