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PGL - Pallinghurst Resources (Guernsey) Limited - Acquisition by the company and
Red Rock Resources Plc of an interest in Jupiter Mines Limited ("Jupiter")
Pallinghurst Resources (Guernsey) Limited
Registration Number: 47656
(Incorporated in Guernsey)
ISIN: GG00B27Y8Z93
BSX share code: PALLRES
JSE share code: PGL
("PRGL" or the "Company")
ACQUISITION BY THE COMPANY AND RED ROCK RESOURCES PLC OF AN INTEREST IN
JUPITER MINES LIMITED ("JUPITER")
Shareholders are referred to an announcement issued by Jupiter Mines Limited on
9 March 2009, notifying the Australian Stock Exchange of the approval by its
shareholders of a transaction with the Company and its joint venture partner,
AIM-listed Red Rock Resources plc ("RRR"). Under the terms of the transaction,
the Company will receive 47,339,148 newly issued Jupiter shares in exchange for
the 11,671,175 Mindax shares held by the Company, and AUD 1 million in cash.
Concurrently, RRR will contribute all of the issued share capital of Broadgold
Corporation Pty Limited, a company holding certain iron ore exploration assets
in the central Yilgarn region of Western Australia, in exchange for 23,839,183
newly issued Jupiter shares.
In addition, within two years, the Company may receive a further 26,845,017
Jupiter shares and RRR a further 54,155,579 Jupiter shares upon certain
manganese tenements being granted to RRR and unencumbered title to those
tenements being transferred from RRR to Jupiter (the "Manganese Option").
Furthermore, within two years, the Company and RRR could be issued, in equal
proportions, up to an additional 180 million Jupiter shares depending on the
amount of saleable direct shipping hematite ore resource certified to be
existing on Tenement E29/581, known as the Mount Alfred Project (the "Mount
Alfred Bonus Option"), subject to a minimum of ten million tonnes of certified
resources.
A summary of transaction is as follows:
Particulars No of AUD/ Amount Amount
shares share (AUD) (USD) +
Assets to be contributed:
Mindax Limited Shares 11,671,175 0.400 4,668,470 2,987,821
Cash 1,000,000
640,000
Total value of assets to be 5,668,470 3,627,821
contributed
Consideration receivable:
Issue of ordinary JMS shares 47,339,148 0.125 5,917,393 3,787,132
Issue of ordinary JMS shares 26,845,017
subject to the Manganese (*)
Option
Issue of ordinary JMS shares (**) 5,917,393
subject to the Mount Alfred 3,787,132
Bonus Option
Total consideration receivable
(+) Assuming an exchange rate on 9 March 2009 of USD 1 : AUD 1.5625
(*) Shares to be issued only if the conditions for the Manganese Option are
met.
(**) The number of shares to be issued to the Company, if any, will depend upon
the amount of saleable direct shipping hematite ore resource certified to
be existing on the Mount Alfred Project.
Rationale for the transaction:
Jupiter is part of the Company`s stated strategy of creating a company to
provide guaranteed supply of the key raw materials to the steel industry.
Investment Policy
This transaction falls with the investment policy of the Company.
Impact on the Company:
The headline earnings, net assets and net tangible assets per share of PRGL will
not change by more than 3% as a result of the implementation of the transaction
at the present time. If and when the conditions of the Manganese Option and / or
Mount Alfred Bonus Option are met within a period of two years, the financial
impact on the Company will be disclosed at that time, if applicable.
PRGL interest in Jupiter:
The Company indirectly holds 18,715,000 Jupiter shares and following
implementation of the transaction, will own 66,054,148 shares, approximately 26%
of the then issued share capital of Jupiter. In accordance with the conditions
referred to above, further shares may be issued to the Company or its associates
if and when the conditions for the Manganese Option and / or Mount Alfred Bonus
Option are met, which may increase the Company`s indirect interest in Jupiter.
Comment from Pallinghurst`s CEO:
Pallinghurst CEO Arne H. Frandsen said: "I am delighted that the shareholders of
Jupiter have voted in favour of our proposal. We now have a very interesting
Australian iron-ore platform, which we intend to drive up the value-curve for
the benefit of all interested parties".
Guernsey
10 March 2009
Sponsor to the Company
Investec Bank Limited
(Registration number 1969/004763/06
For further information please contact:
College Hill +27 11 447 3030
Johannes van Niekerk +27 82 921 9110
Date: 10/03/2009 13:55:01 Supplied by www.sharenet.co.za
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