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IFC - IFCA Technologies Limited - Detailed Cautionary Announcement IFCA TECHNOLOGIES LIMITED Incorporated in the Republic of South Africa) (Registration number 2006/030759/06) Share code: IFC ISIN: ZAE000088555 ("IFCA Tech" or "the company") DETAILED CAUTIONARY ANNOUNCEMENT Following the cautionary announcements dated 26 November 2010 and 21 January 2011, the Company is pleased to advise that a Heads of Agreement has been signed between the Company, Kutana Capital (Proprietary) Limited ("Kutana") and Stonewall Mining (Proprietary) Limited ("Stonewall") dated 10 February 2011. The intention is for IFCA Tech and Kutana to acquire 35% of Stonewall`s issued share capital through a special purpose investment company ("SPV"), which will be formed and jointly owned by IFCA Tech (with 30% share in the SPV) and Kutana (with 70% share in the SPV), in order for IFCA Tech and Kutana to become the financial partners of Stonewall. "This acquisition will form the base for additional acquisitions in the resource environment, which will ensure ongoing and additional value creation for all shareholders" said Anthony Barnard, CEO of IFCA Tech Stonewall Mining is a junior gold mining company that has conditionally agreed to acquire two high potential mining assets in South Africa`s Eastern Goldfields namely Transvaal Gold Mining Estates and Bosveld Mining with a total current resource of 3.3 million oz. The company is led by an experienced management team and its CEO, Lloyd Birrell, has a track record of successfully recommissioning gold assets and restoring them to profitability. Stonewall plans to be a 200 000oz producer within 3 years by exploiting near term projects, commissioning a 100 000oz p.a. producing mine and increasing the total resource to 7 million oz through exploration. 6 000 ordinary shares in Stonewall are to be issued to the SPV for a purchase consideration of $8 000 000 (eight million US dollars) which will take the SPV`s shareholding in Stonewall to 35%. The SPV will, in addition, provide Stonewall with a $5 000 000 (five million US dollars) loan for the purposes of working capital which can be drawn down immediately in Rands and is in addition to the $8 000 000 equity purchase by the SPV. The terms of the loan as well as the equity purchase are as follows: * the R5 000 000 loan to be made available to Stonewall by 28 February 2011; * draw downs on the $5 000 000 to be done in conjunction with the placement agent; * an interest rate of the South African prime rate plus 2 percent per annum compounded monthly will be calculated on the loan; * interest to be serviced on a monthly basis; * the loan plus interest on the loan to be repaid within 3 years in equal instalments at the end of each year; * Stonewall to list on an international stock exchange as well as a dual listing on the JSE Limited as soon as possible after the effective date of this heads of agreement; * The following appointments to be made by Stonewall: * Dave Murray - Chairman * Lloyd Birrell - CEO. A 3 year management contract to be signed with Stonewall by Mr Birrell.
* Trevor Fourie - Director * A further appointment in due course to represent the SPV * A further appointment of an independent director; and * If the SPV is offered opportunities to acquire or invest in any African gold projects, an offer to Stonewall for first right of refusal to make the investment or acquisition to be given; Further investment capital will be made available to Stonewall to fund future capital expenditure programmes if necessary. IFCA Tech is in other negotiations for the acquisition of mining and manufacturing assets that will constitute a reverse listing in terms of the JSE Listings Requirements. Shareholders are advised that the Company will need to ensure that, post the acquisitions; the new group meets the requirements for a new listing, which is subject to the JSE approval. Accordingly, shareholders are advised to exercise caution until the further acquisitions, together with pro forma financial effects of the acquisitions, are finalised and announced on SENS. Johannesburg 17 February 2011 Designated Advisor Arcay Moela Sponsors (Proprietary) Limited Date: 17/02/2011 10:16:08 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
