Opera Investments plc ("Opera" or the "Company")
Heads of Terms Agreed to Acquire the Imweru and Lubando Gold Projects from Kibo Mining Plc
Suspension of Listing and Trading
For release: 23 September 2016
Opera Investments plc ("Opera" or the "Company") is pleased to announce that it has reached a heads of terms agreement with Kibo Mining plc ("Kibo"), the AIM quoted Tanzania focused mineral exploration and development company, to acquire the Imweru and Lubando gold projects from Kibo Mining Plc ("the Proposed Transaction"). As part of the Proposed Transaction, the Imweru and Lubando gold projects will be transferred to Sloane Developments Ltd ("Sloane"), which will be acquired by Opera from Kibo in exchange for the issue of ordinary shares of Opera to Kibo, subject to a number of conditions (listed below).
Background on the Imweru and Lubando Gold Projects
Opera was listed in April 2015 in order to undertake an acquisition of a target company or business in the natural resources sector within its defined investment strategy. The directors of Opera believe that the Proposed Transaction represents a significant opportunity to acquire the Imweru and Lubando gold projects which have had considerable exploration undertaken on them over a number of years and consolidate with Kibo's existing management team and expertise within Tanzania. Opera believes that the Proposed Transaction will accelerate the further development of the Imweru and Lubando gold projects which have the potential to be brought into production in due course as part of the intended development plan.
· Following the completion of the Proposed Transaction, Opera will own 100% of Sloane Developments Ltd which will own the Greater Geita West (Imweru and Sheba Projects) and Geita East (Lubando, Pamba and Busolwa Projects).
· The Imweru project already has a resource of a total of 550,000 ounces (103,000 ounces indicated and 447,000 ounces inferred - JORC 2014).
· The Lubando project has a resource of 168,300 ounces (11,500 ounces measured, 32,600 ounces indicated and 124,200 ounces inferred - NI - 43 101 2009).
· A Preliminary Economic Assessment for the Imweru Project has been conducted by Kibo over the current resource which indicated that the development into a producing gold project was feasible. This assessment indicated the expansion potential of the current resource as well as the potential of the other drill ready Imweru and Sheba targets, as additional development objectives.
· Following the completion of the Proposed Transaction, there is a clear development plan for the Imweru and Lubando gold projects. The objectives of this plan are to simultaneously expand the resource through further exploration and fast-track the development of a gold mine by advancing the Imweru project to a production-ready stage within 18 months.
Summary of the Proposed Transaction Terms
A summary of the Proposed Transaction is as follows:
· Subject to commercial, technical and legal due diligence, the consideration to acquire the Imweru and Lubando gold projects will be satisfied by the allotment and issue to Kibo on completion of the Proposed Transaction of 61,000,000 ordinary shares of one pence each in the capital of Opera at a price of 6 pence per ordinary share immediately following completion of the Proposed Transaction (and completion of the fundraising by Opera referred to below) ("Consideration Shares").
· As part of the Proposed Transaction, Opera and Kibo have agreed that there will be a fundraising by way of the issue of new ordinary shares in Opera at a price of 6 pence per ordinary share ("the Placing Shares"). The Proposed Transaction will be subject to a minimum fundraising of £1,200,000 before expenses.
· As part of the Proposed Transaction, Opera will delist from the Main Market of the London stock Exchange and the enlarged share capital of Opera following Completion will co-terminously seek admission to the AIM Market of the London Stock Exchange (AIM).
· On completion of the Proposed Transaction it is proposed that Opera will be renamed Katoro Gold Mining plc.
· The Board of Directors following completion of the Proposed Transaction will initially comprise 3 directors nominated by Kibo and 2 directors nominated by Opera.
The Proposed Transaction is subject to a number conditions, including:
· each of the parties conducting, and being satisfied with the results of, legal, financial, taxation, geological, technical and commercial due diligence concerning the assets and liabilities of Sloane Developments Ltd and Opera.
· the parties agreeing, signing and exchanging a detailed and legally binding purchase agreement incorporating all the terms of the Proposed Transaction.
· the prompt publication by Opera of an admission document (relating to Opera and its proposed acquisition of the Imweru and Lubando gold projects), the completion of a Competent Person's Report by Kibo on the Imweru and Lubando gold projects and the admission of the enlarged share capital of Opera to the AIM Market of the London Stock Exchange (being the existing Opera shares, the Consideration and the Placing Shares).
· the Takeover Panel waiving, subject to a vote of independent shareholders, any obligation Kibo might otherwise incur under Rule 9 of the City Code by virtue of its receipt of the Consideration Shares.
· the approval of the Proposed Transaction and passing of associated resolutions (including as to the allotment and issue of the Consideration Shares and a Rule 9 "whitewash") by the shareholders of Opera at a duly-convened general meeting.
· the Consideration Shares will be subject to the AIM Rule lock-in for non-revenue generation companies (AIM Rule 7) and therefore not able to be disposed of for 1 year.
· Kibo will be subject to a relationship agreement, the terms of which are to be determined on the same basis as reasonable and normal market normal conventions.
Suspension of Listing of, and Trading in, the Company's Ordinary Shares
Due to the size and nature of the Proposed Transaction, it will be treated as a reverse takeover for the purposes of the UK Listing Authority's Listing Rules and will be subject to approval by the Company's shareholders and an associated waiver of Rule 9 of the UK Takeover Code required in connection with the issue of the Opera Shares to Kibo. As a consequence, the Company has requested a suspension of the listing of, and trading in, its ordinary shares until the details of the Proposed Transaction are finalised and the required information is published, or the Proposed Transaction is terminated.
The parties intend to proceed as quickly as possible with the Proposed Transaction. Opera and Kibo have agreed that they will negotiate in good faith with a view to publishing the AIM admission document concerning the Proposed Transaction on or before 30 November 2016.
Paul Dudley, Chairman of Opera commented: "We are delighted that we have found an agreement with Kibo. We believe that this transaction will significantly advance the development of the Imweru and Lubando gold projects. Given the number of projects we have reviewed, we believe this transaction allows Opera's shareholders to benefit from the clear development plan that has been established by Kibo's management. Following completion, we believe that the enlarged company will allow Opera shareholders to benefit from the planned commercial and operational developments towards the strategy of developing gold production."
Louis Coetzee, CEO of Kibo Mining, said: "We believe the above agreement provides us with the most cost effective and quickest path towards realizing value in our Northern Tanzania gold portfolio and in particular our Imweru gold project. Kibo now finds itself in a position where the development of both the Company's advanced gold projects will be fast tracked with the strategic advantage of an independent ability and capability to fund further development into production.
It remains our objective to complete a definitive feasibility study on Imweru and obtain a mining right for Imweru by Q3 2017, followed by a process of securing and finalizing funding for the construction of a gold mine at Imweru, with mine commissioning to commence at the start Q2 / 3 of 2018.
The Imweru / Lubando transaction with Opera provides Kibo with an excellent opportunity to realize significant value for its shareholders from the Company's gold assets and puts Kibo in a very strong position to ensure the expedited and focused development of the Imweru and Lubando gold projects."
Opera Investments plc
+44 (0) 20 3551 4872
+44 (0) 20 7466 5000
Ben Romney / Bobby Morse
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, or vote in any manner, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations about among other things, the Company's financial condition, prospects, growth, strategies and the industry in which the Company operates. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company. No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law or regulation.
This information is provided by RNS