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Capital reorganisation and issue of equity
Kibo Mining Plc
(Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B61XQX41
(“Kibo” or “the Company”)
5 March 2013
Capital Reorganisation and Issue of Equity
Kibo Mining plc (AIM: KIBO), (JSE: KBO) (“Kibo” or the “Company”), the Tanzania focused
mineral exploration and development company, is pleased to announce:
1) The raising of gross proceeds of €160,994 through the placing of 16,099,466 new ordinary
shares in the Company (“Shares”) at a placing price of €0.01 per share, together with
16,099,466 free attached warrants to subscribe for one further share in the Company at a price
of €0.01 any time on or before 11 February 2014 (“Warrants”) (the “Placing”);
2) The payment of certain advisory fees and other creditors of the Company, including certain
amounts due to related parties, through the issue of a further 27,939,894 Shares and
12,027,394 Warrants (the “Creditor Conversion”); and
3) A capital reorganisation comprising an effective 1 for 15 share consolidation and reduction in
par value (the “Share Consolidation”).
Further details on the Placing, Creditor Conversion and Share Consolidation are as follows:
Share Placing and Creditor Conversion
As set out above, under the Placing and Creditor Conversion the Company will issue a total of
44,039,360 new Shares and 28,126,860 Warrants to new subscribers and creditors. This includes a
total of 12,027,395 Shares and 12,027,395 Warrants being issued as payment of accrued directors and
other fees due to directors, one ex-director and its substantial shareholder, Mzuri Capital Group Ltd
(of which directors, Louis Coetzee and Tinus Maree are also directors of), as tabled below.
Name Creditor Shares Warrants Shares Now % of Company’s
Amount Issued Issued Held Issued Share Capital
(€)
Mzuri Capital Group Ltd 23,013.9 2,301,390 2,301,390 287,881,236 22.29
Wenzel Kerremans 4,846.36 484,636 484,636 484,636 0.04
Christian Schaffalitzky 4,016.81 401,681 401,681 25,738,657 1.99
Tinus Maree 16,785.91 1,678,591 1,678,591 16,561,030 1.28
Des Burke 1,150.7 115,070 115,070 12,115,070 0.94
Louis Coetzee 48,700 4,870,000 4,870,000 46,309,936 3.59
Noel O’Keeffe 11,404 1,140,400 1,140,400 10,722,977 0.83
Cecil Bond 5,178.13 517,813 517,813 12,260,347 0.95
Bernard Poznanski 5,178.13 517,813 517,813 3,032,749 0.23
Following the Placing and Creditor Conversion, the Company will have a total of 1,291,394,535
Shares on issue.
Application will be made for the new shares being issued under both the Placing and the Creditor
Conversion to be admitted to trading on both the AltX exchange of the Johannesburg Stock Exchange
and the AIM market of the London Stock Exchange. The new shares are expected to commence
trading on AIM on or about 13 March 2013.
The price at which any shares to be allotted pursuant to the Warrants will need to be adjusted in
accordance with the terms of the Capital Reorganisation, as appropriate, where such resolutions are
passed at the EGM (as defined below).
Capital Reorganisation
Under the Capital Reorganisation, the company is to subdivide each Share of €0.01 into 1 new share
of €0.001 and 1 deferred share of €0.009. Following which, every 15 shares of €0.001 will be
consolidated into 1 new Ordinary share of €0.015. The deferred shares will not be issued or listed and
will be effective valueless. It is the Board’s intention, at an appropriate time, to purchase the deferred
shares for an aggregate consideration of €1.
The net result is that holders will receive 1 new share of €0.015 in lieu of every 15 existing shares
held.
The circular explaining the Capital Reorganisation, including a notice of extraordinary general
meeting (“EGM”) and form of proxy, was posted to shareholders on 1 March 2013 and can be found
under Company Documents on the Kibo Website. The EGM will be held at 11am on 22 March 2013.
The location of the EGM and other key dates in respect of the Capital Reorganisation are set out in the
circular.
South African shareholders
South African shareholders are advised that a detailed corporate action time table applicable to them
will be published on SENS in due course.
Contacts
Louis Coetzee +27 (0)83 2606126 Kibo Mining plc Chief Executive Officer
Andreas Lianos +27 (0)83 4408365 River Group Corporate Adviser and
Designated Adviser on JSE
Jon Bellis +44 (0) 207 1017070 XCap Securities Joint Broker
plc
Matthew Johnson +44 (0) 207 9768800 Northland Capital Joint Broker
Partners Limited
Stuart Laing +61 8 94802500 RFC Corporate Nominated Adviser on AIM
Finance Limited
Matt Beale +44 (0)7966 389196 Fortbridge Public Relations
Updates on the Company’s activities are regularly posted on its website www.kibomining.com
General Background & Strategy
Kibo was established in early 2008 to explore and develop mineral deposits in Tanzania, East Africa
and was admitted to AIM on 27 April 2010 and AltX in South Africa on 30 May 2011. The Board of
Kibo is composed of professionals whose experience include mineral exploration, mine development,
mining finance, tax, law, mergers and acquisitions, and financial control of public companies. It is
supported by competent and motivated Tanzanian staffs that operate from Kibo's operations office in
Dar es Salaam.
The mineral assets of the Company now comprise five projects in Tanzania - Haneti (nickel, PGE and
gold), Morogoro (Gold), Lake Victoria (Gold), Rukwa (Coal) and Pinewood (Coal & Uranium) which
give Kibo access to 38,000 km2 of early stage exploration licences in Tanzania's premier gold mining
region, the Lake Victoria Goldfield, within the emerging gold exploration regions in eastern Tanzania
and uranium and coal regions in south-western Tanzania.
The Rukwa and Pinewood projects provide Kibo shareholders with exposure to an attractive portfolio
of strategic energy assets in Tanzania. Importantly, they are situated within and close to the Mtwara
Corridor, an area where the Tanzanian Government has committed to significant infrastructure
development and which has seen recent multi-million dollar investment in coal and coal-fired power
stations and uranium exploration.
The Rukwa project has a significant Mineral Resource of thermal coal already defined. This provides
nearer term development and commercialisation potential, complementing the other earlier stage
exploration projects held by Kibo. This is further supported by the memorandum of understanding
that has already been entered into with a major Asian conglomerate for the development of a coal
mine and mine-mouth coal-fired power plant based on the Rukwa project.
In addition, the Pinewood project encompasses a significant ground holding of prospective Karoo
sequence sedimentary rocks. These sediments are attracting considerable interest from international
companies exploring for uranium and coal mineralisation following some notable discoveries in
recent years.
Kibo's objective is to build shareholder value in a sustainable manner. This objective will be pursued
primarily through active exploration of its own projects and by using the Company's experience in
Tanzania to acquire attractive exploration and development assets on competitive terms that can be
moved swiftly up the value curve by using the Company’s own skills base whilst also seeking to
benefit from strategic collaborative relationships with industry leaders who have special skills and
competencies within their chosen fields of focus. Kibo will undertake continual risk assessment of its
projects and take whatever actions it believes are necessary to ensure that these risks are mitigated.
Johannesburg
5 March 2013
Corporate and Designated Adviser
River group
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