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SNU - Sentula Mining Limited - Sentula Mining and Shanduka Resources` coal

Release Date: 21/04/2011 14:51
Code(s): SNU
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SNU - Sentula Mining Limited - Sentula Mining and Shanduka Resources` coal assets merge to create a strong mid-tier coal producer and mining services company Sentula Mining Limited Incorporated in the Republic of South Africa (Registration number 1992/001973/06) Share code: SNU ISIN: ZAE000107223 ("Sentula" or "the Company") PRESS RELEASE: SENTULA MINING AND SHANDUKA RESOURCES` COAL ASSETS MERGE TO CREATE A STRONG MID-TIER COAL PRODUCER AND MINING SERVICES COMPANY Johannesburg 21 April, 2011 -- Sentula Mining is pleased to announce that the company has entered into an agreement with Shanduka Resources as a strategic coal producer and empowerment partner. The proposed transaction will be structured through the issue and allotment of around 627 million new Sentula ordinary shares to Shanduka Resources, whereby Sentula will acquire approximately 30% of the entire issued share capital of Shanduka Coal as well as approximately 30% of the entire share capital of Kangra Coal, held via the subsidiary Shanduka Coal Investments. Through this transaction Shanduka Resources will control 51.9% of the new Group, for a total consideration of nearly R2.1 billion. The proposed transaction will create a company with a portfolio of exploration, near-development and operational coal mining assets and will transform Sentula from primarily being an operator of mining services and exploration drilling businesses into a mid-tier mining services and coal mining company. The proposed transaction will have the further benefit of increasing the diversity of the merged entity`s earnings base, optimising the synergies between the mining services businesses and these coal mines. This will establish a platform for the growth of the combined coal portfolio. The assets in the combined group will comprise an approximate 30% shareholding in Shanduka Coal`s operating mines, Graspan Colliery, Middelburg Townlands Colliery and Springlake, as well as an approximate 30% share in Kangra Coal`s assets, which include operating colliery Savmore as well as its Richards Bay entitlement. Through this transaction, Sentula will be invested in a portfolio of producing coal assets with total resources of approximately 435m mineable tonnes in-situ, and annual production of some 12,5mt. Additionally, the group will have access to Kangra Coal`s approximate 2.0 mt of annual RBCT entitlement. In addition to the portfolio of operating mines and resources, this strategic deal introduces a credible and substantial Broad Based Black Economic Empowerment partner, bolstering the group`s BEE credentials significantly. The merged entity will be able to leverage off Shanduka`s brand and high quality institutional backing and it will be competitively positioned to act as a catalyst in the consolidation of the SA junior coal mining sector. Robin Berry, CEO of Sentula said: "Consistent with our strategy, this transaction will transform Sentula from primarily a mining services provider into a mid-tier coal mining business. The combined assets in the new group will be treble the size of our previous coal assets and it will create further complementary opportunities to enable growth in contract mining services. By partnering with Shanduka we believe that the broader group, with credible empowerment credentials, provides a more robust platform for generating sustainable shareholder value over the long-term." The transaction is subject to conditions typical for a deal of this nature and is expected to be concluded towards the end of July 2011, after shareholders have voted at a general meeting and other necessary regulatory approvals have been received, including the competition authorities. Once the conditions precedent have been met and the transaction is approved by the Competition Authorities, the Company will be renamed from Sentula to "Shanduka Mining Limited" (or such other name as may be approved by Shanduka Group) with effect from the effective date. - ENDS - For further information please contact: Robin Berry (CEO) Sentula - 011 656 1303 Jacques de Bie College Hill - 011 447 3030 Notes to Editors: * Sentula Mining has been listed on the Main Board of the JSE Limited ("JSE") since 1993 under the "General Mining" sub-sector. It derives its income from contract mining and rehabilitation, earthworks, drilling and blasting, exploration drilling, crane hire and mining of its own coal assets. Through its 100% owned subsidiary Geosearch, it has one of the larger exploration drilling companies in Africa. The Company also holds a number of prospecting rights, which are undergoing a regulatory and development process. * Shanduka Group, is a leading black-owned and managed investment holding company founded by Mr Cyril Ramaphosa. Shanduka Group further encompasses broad-based Black Economic Empowerment ("BEE") through a 10% equity shareholding by a consortium of women, 3% by a consortium of men, as well as a further 5% shareholding by community development trusts. * Shanduka Resources a wholly owned subsidiary of Shanduka Group, in addition to coal, is also invested in, inter-alia, platinum group metals, gold, base minerals and mining services. Shanduka Resources` investments consist mostly of minority shareholdings in different vehicles, which as a consequence make it difficult for Shanduka Resources to grow its coal mining business. Its long term strategy is to build a geographically diverse, multi-commodity, black owned and managed resources and mining company. * Shanduka Resources` owns 30% of Shanduka Coal and 30% of Kangra Coal, through its 100% subsidiary Shanduka Coal Investments. * Shanduka Coal`s business is coal prospecting and mining. It is 30% owned by Shanduka Resources and 70% owned by Glencore International AG a limited liability private company. Through its subsidiaries, Shanduka Coal owns 100% of the operating mines, Graspan Colliery, Middelburg Townlands Colliery and Springlake. Coal is sold both to the domestic market and exported through the Richards Bay Coal Terminal. * Shanduka Coal has over 115 million tonnes of total mineable resources in- situ and produced 9.1 million ROM tonnes for the year ended 31 December 2010. The company generated almost R2.2 billion in revenue and EBITA of R295 million. * Shanduka Coal Investments holds a 30% stake in the issued share capital of Kangra Coal and is a wholly-owned subsidiary of Shanduka Resources. Kangra Coal`s business is coal prospecting and mining. The remaining 70% stake in Kangra Coal is owned by Gas Naturale SDG SA. Kangra Coal`s assets comprise one mining operation, Savmore Colliery and Richard`s Bay Coal Terminal entitlement. * Kangra Coal has over 320 million tonnes of total mineable resources in-situ and 4.1 million tonnes Run of Mine production for the 12 months ended 31 December 2010. The company generated around R1.6 billion in revenue, EBITA of R726 million. Date: 21/04/2011 14:51:03 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`). 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