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MIRANDA MINERAL HOLDINGS LIMITED - Issue of Shares for cash to Sonset Nominees (Proprietary) Limited

Release Date: 15/08/2012 17:15
Code(s): MMH     PDF:  
Wrap Text
Issue of Shares for cash to Sonset Nominees (Proprietary) Limited

Miranda Mineral Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
Share code: MMH       ISIN: ZAE000074019
(“Miranda” or “the Company”)

Issue of shares for cash to Sonset Nominees (Proprietary) Limited


Shareholders are advised that 42 676 585 new Miranda ordinary shares (“the shares”) will be
issued to Sonset Nominees (Proprietary) Limited (“Sonset”) on or about 16 August 2012 at an
issue price of ZAR0.16154 cents per share (“the general issue”) which amounts to R6 893
975.54 and is pursuant to an agreement dated 7 August 2012. The shares have been issued
at a discount of 10% to the weighted average traded price of the equity securities for the 30
days prior to the date that the issue was agreed being 3 August 2012. The authority for the
general issue of shares for cash was approved by shareholders on 2 April 2012.

Application has been made to the JSE Limited (“the JSE”) to grant a listing of the shares on
16 August 2012, which will rank pari passu in all respects with Miranda’s ordinary shares
currently in issue.
The proceeds of the issue will be used to carry out pre-feasibility and scoping studies on
certain projects, finalise geological reports and carry out geological field mapping.

Further, in accordance with section 122 of the Companies Act, No 71 of 2008 and section
3.83(b) of the JSE Limited`s Listings Requirements, shareholders are hereby advised that as
a result of the above mentioned transaction Sonset will now own 15% of Miranda’s securities.

Financial effects

The pro forma financial effects of the general issue on Miranda’s historical Loss per share
(“LPS”) and headline loss per share (“HLPS”) for the six months ended 29 February 2012 and
net asset value (“NAV”) and net tangible asset value (“NTAV’) per share at 29 February 2012,
are set out in the table below.

The unaudited pro forma financial effects of the general issue are provided for illustrative
purposes only to illustrate the effects of the general issue on Miranda’s Reviewed results for
the six months ended 29 February 2012. The unaudited pro forma financial effects are the
responsibility of Miranda’s directors. Due to the nature of the unaudited pro forma financial
information, it may not give a fair picture of Miranda’s financial results and position after the
general issue.

                               Reviewed results for the     Pro Forma                Change
                               six months ended 29          After the general
                               February 2012                issue
                               (cents)                      (cents)
Loss and Headline Loss                             (5.68)                     (4.94)            13%
per share
NAV per share                                      (1.42)                    0.79              156%
NTAV per share                                    (13.31)                   (9.54)              28%
Weighted average shares                          284 511                 327 187
in issue (‘000)
Number of shares in issue                        284 511                 327 187
(‘000)

Notes and assumptions:
   1. The amounts in the “Before the general issue for cash” column are based on the
       published Reviewed interim financial results of Miranda for the six months ended 29
       February 2012.
   2. The “After the general issue for cash” column reflects the pro forma financial position
      after the general issue for cash based on the issue of 42 676 585 ordinary shares at
      R0,16154 per share, resulting in a net cash inflow of R6,893 ,976 after transaction
      costs of R246 397. Transaction costs are set off against equity. No interest received
      benefit is assumed for purposes of adjusting earnings as it is assumed the cash
      proceeds will be used for operating purposes.
   3. The effects on loss per share and headline loss per share are calculated based on
      the assumption that the general issue for cash was effected on 1 September 2011.
   4. The effects on net asset value per share and tangible net asset value per share are
      calculated based on the assumption that the general issue for cash was effected on
      29 February 2012.
   5. The unaudited pro forma financial effects have been prepared using accounting
      policies that comply with International Financial Reporting Standards and that are
      consistent with those applied in preparing the interim financial statements of Miranda
      Mineral Holdings Ltd for the 6 months ended 29 February 2012.


Centurion
15 August 2012

Sponsor
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited

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