Wrap Text
Update to shareholders, lifting of suspension and cautionary announcement
Sable Exploration and Mining Limited
(previously known as Middle East Diamond Resources Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
(Share Code: SXM ISIN Code: ZAE000303319)
(“SEAM” or “the company”)
Update to shareholders, lifting of suspension and cautionary announcement
1. Introduction
The trading of shares of the company on the JSE Limited (“JSE”) was suspended on 6 December 2016 at
a share price of 11 cents per share due to not releasing the company’s financial statement within the
required time period. The Company has worked hard to release all its outstanding financial reporting
requirements and is now up to date in this regard. The financial statements for the years ended 2017 -2021
have now been released and the interims results for the six months ended 31 August 2021 was released
on 6 October 2021
A share consolidation was concluded on 9 September 2020 on a 1:100 basis, consolidating the share
capital of the company into 4,351,265 issued no par value shares and 1,500,000,000 authorised no par
value shares, the resulting share price after the consolidation is expected to be adjusted accordingly.
The audit opinion for the financial statements for the year ended 28 February 2021 was not modified but
contained a material uncertainty relating to going concern as the Group's total liabilities exceeded its total
assets by R19 864 827 as at 28 February 2021. The Group's total liabilities exceeded its total assets by
R21 444 316 as at 31 August 2021.
The company has been assessing various assets for acquisition and preparing for a rights offer once the
trading suspension is lifted. A rights issue of R50 million has been announced with a substantial portion of
this underwritten by current directors and Magni Investment Holdings. This will provide sufficient working
capital for the company to proceed with the Acquisitions referred to in paragraph 3 below and to commence
exploration on the acquired prospecting rights referred to in paragraph 2.2 below. It is the intention of the
company to continue investigating acquisitions.
The directors are of the opinion that this year will see significant positive developments for the company.
Summary of board positions:
Executive directors
Name Designation
James Allan CEO
Deon Botha Finance director
Non – executive directors
Name Designation
Charles Philip Mostert Independent non-executive
chairman
Enver Motala Non-executive director
Eshaan Singh Non-executive director
Mohamed Said Tinawi Non-executive director
Mohammed Bassam Al Mojarkesh Independent non-executive director
Audit and risk committee
Name Designation
Eshaan Singh Chairman
Charles Philip Mostert Member
Mohamed Said Tinawi Member
Mohammed Bassam Al Mojarkesh Member
Remuneration and nomination committee
Name Designation
Charles Philip Mostert Chairman (Nominations)
Mohamed Said Tinawi Chairman (Remuneration)
Mohammed Bassam Al Mojarkesh Member
Social and ethics committee
Name Designation
Said Tinawi Chairman
James Allan Member
Charles Philip Mostert Member
2. Exploration assets
2.1 Existing exploration assets
Below is a summary of the exploration assets owned by SEAM:
Company name % held Prospecting right reference Status
Middelwave Trade 74 LP 30/5/1/1/2/12527PR Iron Ore, Application made to
and Invest 4 Rutile, Phosphate ore, Platinum DMR
Proprietary Limited Group Metals, Gold, Chrome,
Copper, Nickel and Cobalt.
Farms Kaalvlakte 416 KQ and The application was
Leeuwkopje 415 KQ made at least 6 years
ago.
The application is in
progress.
No rejection letter
has been received
from the DMR yet.
Squirewood 74 LP 30/5/1/1/2/1043PR Gold, Right granted
Investments 98 Chrome, Nickel, Copper, pending provision of
Proprietary Limited Molybdenum, Rare Earths, R200 000 guarantee
Silver, Cobalt, Zinc, Lead, Heavy provision relating to
Minerals, Vanadium and Iron. rehabilitation of the
Farm Portion 2 Leeuwkopje 415 property.
KQ
No rejection letter
has been received
from the DMR yet.
Squirewood 74 LP 30/5/1/4/2/1101 PR Right granted subject
Investments 98 Vanadium, Tin, Rutile and Iron to provision of
Proprietary Limited ore. Farm Einde 420KQ R200 000 guarantee
relating to
rehabilitation of the
property.
No rejection letter
has been received
from the DMR yet.
Squirewood 74 LP30/5/1/1/2/11032 PR Iron, Application accepted
Investments 98 Vanadium, Rutile and Lead. and in progress at
Proprietary Limited Farm Governementsplaats 417 the DMR
KQ
No rejection letter
has been received
from the DMR yet.
Squirewood 74 LP30/5/1/1/2/11000PR Iron, Right granted subject
Investments 98 Vanadium, Rutile and Lead Farm to provision of
Proprietary Limited Witvley 423 KQ R200 000 guarantee
provision relating to
rehabilitation of the
property.
No rejection letter
has been received
from the DMR yet.
Fast Pull Trade and 74 NW 30/5/1/1/2/1227 PR Iron Ore. Right granted subject
Invest Proprietary Farm Bierkraal 120 JQ to provision of
Limited R200 000 guarantee
provision relating to
rehabilitation of the
property.
No rejection letter
has been received
from the DMR yet.
Writer Star Trade 10 NW 30/5/1/1/2/546 PR Iron Ore Application accepted
and Invest and in progress
Proprietary Limited Farms Zandbult 119 JQ and
Zandfontein 124 JQ No rejection letter
has been received
from the DMR yet.
Confirmation of the above status has not been forthcoming from the Department of Minerals and
Energy (“DMRE”). The company will continue to pursue these assets at the DMRE. The company
will be engaging a specialist consultant to engage with the DMRE in order to expedite and resolve
any issues with the DMRE. This can only be done after the company has raised cash through the
rights offer.
2.2 Recent acquired exploration assets
Company name % held Prospecting right reference Status
Moopetsi Chrome 41 NW30/5/1/3/2/10802 MP on the Mining Permit
Investment (Pty) farm Vogelstruisnek 173 JP for application has been
Ltd chrome ore accepted at the
DMRE and is in the
process of being
granted. It is
anticipated that this
right will be issued in
the next 6 months.
Swing Curve 345 49 MP 30/2/1/1/2/13715 PR on Both Prospecting
(Pty) Ltd (“Swing Portions 1, 2, 3 and 4 of the Farm Rights have been
Curve”) and AEE Leiden 340 IT for coal and granted by the
Thabametsi (Pty) dimension stone DMRE.
Ltd (“AEE
Thabametsi”). MP 30/5/1/1/2/13895 PR The Prospecting
on portion of portion 2, Right for Swing
portions 4, 5, 6, 8, 9, 10, Curve has been
11, 12 and 13 of the farm granted, and is valid,
Van Wyksvlei 407 JT for but the company
silica and sand including awaits the signature
coal only on portion 4 of of the Regional
Van Wyksvlei 407 JT Manager on the
Environmental
Authorization before
Prospecting can
commence. It is
anticipated that this
will be obtained
before the end of
February 2022.
The Prospecting
Right for AAE
Thabametsi has no
restrictions.
3. The acquisition of mining assets from Magni Investment Holdings (Pty) Ltd (“Magni”)
and Lurco Metals (Pty) Ltd (“Lurco Metals”)
SEAM and Sable Platinum Holdings (Pty) Ltd, a wholly owned subsidiary of SEAM entered into an
agreement with Magni and Lurco Metals on 23 November 2021 and an addendum to this agreement on 31
January 2022 regarding the proposed acquisition of the following assets:
• All the issued shares of, and claims on loan account against, Vastek Trading (Pty) Limited (“Vastek”)
from Lurco Metals. Vastek operates a Chrome beneficiation project in the North West Province of
South Africa that procures chrome ore from the community owned dumps and toll treats this feed at
a 50t/hour plant to produce chrome concentrate. In addition the prospecting rights of NW
30/5/1/1/3/2/1/12546 PR and NW 30/5/1/1/2/12580 PR are included; and
• All the issued shares of, and claims on loan account against, Lurco Eswatini (Pty) Ltd (“Lurco”) from
Magni. Lurco holds the Prospecting Right over a high quality Anthracitic Coal site (previously mined
by Gencor) with a discard dump for reclamation and further development of an open cast mine.
for an amount of R820 000 000 (“the Acquisition”) (“the Assets”).
It is envisaged that SEAM will acquire these Assets via a reverse take-over, through a combination of cash,
loans and issue of shares. Shares will be issued at R5 per share to acquire these Assets. This could result
in a change in control depending on the number of shares to be issued to Lurco and Magni. A circular will
be sent to shareholders incorporating a CPR for the Assets acquired. In terms of JSE Listings Requirements
Sable and the Acquisition will be treated by the JSE as a new listing and must satisfy the conditions for a
listing.
The focus of the company will be on progressing outstanding matters with the DMRE,, development of
current prospecting rights with particular focus on the Anthracitic asset in the Kingdom of Eswatini and
improving operations at Vastek. The company will also continue to investigate further acquisitions.
The Assets are detailed below:
Entity owning mining Details of sale Description of mining asset
asset
Vastek Trading (Pty) All the issued shares of, A Chrome beneficiation project in the North
Limited and claims on loan West Province of South Africa that procures
account against, Vastek chrome ore from the community owned
Trading (Pty) Limited dumps and toll treats this feed to at 50t/hour
from Lurco Metals to produce chrome concentrate.
In addition all prospecting rights are also
included:
• NW 30/5/1/1/3/2/1/12546 PR
• NW 30/5/1/1/2/12580 PR
Lurco Eswatini All the issued shares of, High Quality Anthracitic Coal site in eSwatini ,
and claims on loan currently under a prospecting license, with a
account against, Lurco discard dump of 4 million tonnes for
Eswatini (Pty) Ltd from reclamation and further development of an
Magni open cast mine.
4. Rights offer
SEAM has previously announced it proposes to undertake a rights offer of R50 million underwritten
by various shareholders including the SEAM CEO, James Allan for R20 million and Magni
Investment Holdings Proprietary Limited for R20 million.
The proceeds of the rights offer will be used to:
1. repay debt of approximately R26 million;
2. provide working capital in order to progress the prospecting rights referred to in 2.1 above;
3. provide working capital to progress the rights referred to in 2.2 above; and
4. pay transaction costs for the acquisition of the Assets.
The JSE requires that the suspension in the trading of the shares has to be lifted before the
company can proceed with a rights offer. Once the suspension is lifted, a rights offer circular will be
sent to shareholders within two months of the lifting of the suspension.
5. Lifting of suspension
The JSE has approved the lifting of SEAM’s suspension from the commencement of trading on 16 February
2022.
6. Cautionary announcement
Shareholders are advised to exercise caution when trading in Sable securities until the pro forma financial
information on the Acquisition and the Rights offer is released.
11 February 2022
Sandton
Sponsors
Exchange Sponsors
Date: 11-02-2022 08:30:00
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