ZCI - ZCI Limited - Term loan agreement between ZCI and African Copper Plc

ZCI - ZCI Limited - Term loan agreement between ZCI and African Copper Plc      
ZCI Limited                                                                     
(Bermudian registration number 661:1969                                         
(South African registration number 1970/000023/10)                              
JSE share code: ZCI   ISIN: BMG9887P1068                                        
Euronext share code: BMG9887P1068                                               
("ZCI" or "the Company")                                                        
TERM LOAN AGREEMENT BETWEEN ZCI AND AFRICAN COPPER PLC ("ACU")                  
ZCI is pleased  to announce that it has entered into a new term loan            
facility agreement with ACU ("Term Loan Facility"). The purpose of the Term     
Loan Facility is to provide ACU with general working capital and to allow       
the AIM and Botswana-listed copper producer to accelerate mining activities     
at the Thakadu deposit and to fund the investment in upgrading                  
infrastructure facilities at the Mowana Mine.                                   
The Term Loan Facility is for a total amount of up to USD12.5 million and       
will bear interest at a rate of 9.0% and is repayable in January 2014.          
Interest will be payable semi-annually in arrears on 31 December and 30 June    
each year commencing on 31 December 2011, with this payment including           
accrued interest from the closing of the Term Loan Facility. The remaining      
terms and conditions of the Term Loan Facility are on substantially similar     
terms to the previous term loans from ZCI and brings total interest-bearing     
loans from ZCI to USD54.1 million excluding the convertible loan of USD7.9      
million. The Term Loan Facility contains typical covenants, warranties and      
events of default for an agreement of this nature. The Term Loan Facility       
has been guaranteed by ACU and all other ACU group companies.                   
In addition, ZCI announces that it has entered into an agreement with ACU to    
exchange USD9.5 million that ZCI holds in current outstanding debt              
assignment agreements for the issue of 169,318,230 new ordinary shares in       
ACU at a price of 5.5782p per share ("the Debt Conversion"). The Debt           
Conversion results from ZCI entering into debt assignment agreements with       
certain of ACU`s large creditors, as part of the refinancing of ACU in May      
2009.                                                                           
The conversion price of 5.5782p per share was calculated based on the 30-day    
Volume Weighted Average Price of ACU. Application will be made for the new      
ACU ordinary shares to be admitted to trading on the AIM Market. The new        
shares will rank pari passu with the existing ordinary shares in ACU and        
trading of the new shares on AIM is expected to commence on 11 February         
2011. The ordinary shares issued as consideration for the debt ("the            
Consideration Shares") will be subject to trading restrictions. The vendor      
is not permitted to dispose of any Consideration Shares prior to 3 months,      
nor thereafter without the consent of ACU and its nominated adviser and         
broker.                                                                         
The total number of ACU shares in issue following this debt-to-equity           
conversion is 992,737,730 and ZCI`s resulting aggregate holding of ordinary     
shares is 845,888,730, representing approximately 85.21 per cent of the ACU,    
an increase of approximately 3.05 per cent over the previous level.             
Commenting,Tom Kamwendo, Chairman of ZCI Limited, said: "We continue to         
regard African Copper as a good investment and our loans will help the          
management team to build production and unlock value from the Mowana Mine       
and the adjacent Thakadu-Makala deposits."                                      
Commenting, Jordan Soko, Acting Chief Executive of African Copper Plc, said,    
"The additional funds raised will allow the company to invest in the            
infrastructure that our high quality assets deserve. The debt conversion        
highlights the continuing support of ZCI for African Copper in its strategic    
objectives to exploit these assets for the benefit of all shareholders."        
Bermuda                                                                         
9 February 2011                                                                 
Sponsor: Bridge Capital Advisors (Pty) Limited                                  
Date: 09/02/2011 09:00:14 Supplied by www.sharenet.co.za                     
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