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PGL - Pallinghurst Resources Limited - Jupiter/Tshipi transaction is approved by
Jupiter shareholders
PALLINGHURST RESOURCES LIMITED
(Previously Pallinghurst Resources (Guernsey) Limited)
(Incorporated in Guernsey)
(Guernsey registration Number: 47656)
(South African external company registration number 2009/012636/10)
Share code on the BSX: PALLRES ISIN: GG00B27Y8Z93
Share code on the JSE: PGL
("Pallinghurst" or the "Company")
Jupiter/Tshipi transaction is approved by Jupiter shareholders
1 Results of Jupiter General Meeting on 12 August 2010
The Directors are pleased to announce that the shareholders of Jupiter
Mines Limited ("Jupiter") overwhelmingly approved the Tshipi Jupiter
transaction at Jupiter`s General Meeting held on 12 August 2010 in Perth,
Australia.
Once the standard conditions precedent have been met, the Company will
exchange its indirect interest in Tshipi e Ntle Manganese Mining (Pty) Ltd
("Tshipi") for new shares in Jupiter (the "Jupiter/Tshipi Transaction").
The Jupiter/Tshipi Transaction will transform Jupiter into a significant
manganese and iron ore explorer and developer. The terms of the
Jupiter/Tshipi Transaction were announced by the Company on 1 March 2010
and terms contained in that release have not materially changed.
Mr Geoff Wedlock, the former Chairman of Jupiter, tragically died in a
plane crash in June this year. The Jupiter board invited Brian Gilbertson,
the Company`s Chairman, to join the Jupiter Board as non-Executive
Chairman.
Approval by Jupiter shareholders is a significant step. The completion of
the transaction will enable renewed focus on the mine development at
Tshipi, as well as further exploration at Jupiter`s Mt Ida iron ore project
in the Yilgarn, and the Oakover manganese tenements in the Pilbara.
Shareholders will be notified in due course once the remaining conditions
precedent relating to the Jupiter/Tshipi Transaction have been concluded,
which include among others, the approval of the South African Competition
Commission.
2 Impact of the Jupiter/ Tshipi transaction on the Company
Pursuant to the Company`s announcement released on 1 March 2010, the
Company has agreed with Jupiter to exchange its shareholder loans in Tshipi
for additional shares in Jupiter ("Loan Exchange") as well as to subscribe
for further shares in Jupiter, in the form of an issue of shares for cash
("Issue for Cash"). The
Company will receive an additional 7,810,981 and 13,205,667 new Jupiter
shares at a price of AUD 0.211 per share as consideration for the Loan
Exchange and Issue for Cash, respectively.
Following completion of the Jupiter/Tshipi Transaction, the Company will
own 272,147,043 shares, or 18.30% of the 1,602,150,501 shares then in
issue.
Number of Closing US$/AUD Total US$
Jupiter Jupiter rate on
shares share 12
acquired price August
in AUD 2010
on 12
August
2010
Fair value of assets disposed
to Jupiter
Fair value of 7.71% equity (27,156,456)
interest in Tshipi, loans and
cash vended into Jupiter
Fair value of consideration
received - Jupiter shares
Fair value of Jupiter shares 200,264,526 0.270 0.902 48,794,757
receivable
Gain on implementation of the 21,638,301
Jupiter Tshipi transaction
The actual results of the completion of the Jupiter/Tshipi Transaction
could be materially different from the estimated figures disclosed above as
the US$/ AUD foreign exchange rate and the Jupiter share price may vary
substantially from those prevailing on 12 August 2010.
The impact of the Loan Exchange and Issue for Cash are not expected to have
disclosed to shareholders on the 1 March 2010.
Pallinghurst Chairman Brian Gilbertson commented:
"We are delighted that Jupiter`s shareholders have voted overwhelmingly in
favour of the transaction. We now look forward to Tshipi entering mine
development during the next months, and to Jupiter fast tracking its
exploration programmes at Mt Ida and Oakover".
Pallinghurst Chief Executive Arne H. Frandsen, commented:
"This is a transformational transaction for Jupiter, and a key step in
fulfilling our Steel Feed Corporation strategy. The newly diversified
Jupiter will now be the listed platform for all further Steel Feed
activity. The gain of US$21.6 million for the Pallinghurst shareholders
represents the first value uplift of this transaction."
Guernsey
16 August 2010
Investment bank and sponsor
Investec Bank Limited
Date: 16/08/2010 11:00:01 Supplied by www.sharenet.co.za
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