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Correction of prior announcement with regard to terms of 2010 transaction with Jacana Resources Limited ("Jacana")
African Eagle Resources plc
Incorporated in England and Wales
(Registration number 3912362)
(AIM share code: AFE AIM ISIN: GB0003394813)
(JSE share code: AEA JSE ISIN: GB0003394813)
(“African Eagle” or the “Company”)
Correction of prior announcement with regard to terms of 2010 transaction with
Jacana Resources Limited ("Jacana")
African Eagle advises that it has recently acquired missing documents with regard to the sale of
certain of the Company's prior assets in Tanzania, Mozambique and Zambia ("Assets") to Jacana (the
"Original Transaction"), as announced on 22 November 2010 (the “Jacana Announcement”), that
require the Company to restate the terms of that transaction.
As a result of an internal investigation initiated by the current directors of the Company (the “Current
Board”), documents have been acquired by the Company, not previously seen by the Current Board,
that indicate that the Original Transaction Announcement inaccurately reflected the terms of the
Original Transaction.
Furthermore, significant changes to the terms of the Original Transaction were made, on 25 October
2011, that were not announced by the Company, as required by the AIM Rules for Companies.
Restatement of certain terms of the Original Transaction
In the Original Transaction Announcement, the Company stated that the aggregate consideration due
to the Company in consideration for the sale of the Assets was AU$1,000,000, payable in the form of
cash and shares in Jacana. The Jacana Announcement incorrectly stated that the Company would
receive part of its payment “…in shares on signature of the [original] agreement (20% of Jacana’s
share capital).”
In fact, under the terms of the Original Transaction, the Jacana shares were only due to be granted on
completion of the Original Transaction, once all conditions precedent had been satisfied. Accordingly,
no shares in Jacana were received by the Company in November 2010 and none have been received
since.
Amendment to terms of the Original Transaction
During the course of the calendar year 2011, the prior board of directors (the “Prior Board”) agreed to
a revised transaction structure whereby the consideration for the sale of the Assets would be payable
in cash only and would no longer include consideration in shares in Jacana.
Accordingly, on 25 October 2011 the Company entered into a revised agreement with Jacana (the
"Revised Agreement") pursuant to which it was agreed that the Company would receive only cash in
consideration for the sale of the Assets in the amount of AU$925,000. The terms of the Revised
Agreement replaced and superseded the terms of the Original Transaction.
The terms and conditions of this Revised Agreement were not announced, as required by the AIM
Rules for Companies, and the Current Board are investigating why this did not occur.
To date, the Company has received AU$875,000 in relation to the Revised Agreement, with
AU$50,000 still outstanding, as certain conditions precedent remain outstanding, relating to licences
in Zambia.
Jacana was acquired by Syrah Resources Limited ("Syrah") a publicly listed Australian company, on
14 December 2011. The Company is working with Syrah to satisfy the remaining conditions
precedent, such that the remaining consideration due to the Company under the terms of the Revised
Agreement is received and, accordingly, the Company will make a further announcement in due
course.
Enquiries:
African Eagle Resources plc
Trevor Moss, CEO
+44 20 7248 6059
Strand Hanson Limited (NOMAD)
Stuart Faulkner
Angela Hallett
James Dance
+ 44 20 7409 3494
Ocean Equities Limited (Broker)
Guy Wilkes
+44 20 7786 4370
Russell & Associates, Johannesburg
Charmane Russell
Marion Brower
+27 11 880 3924
JSE Sponsor
Merchantec Capital
12 June 2013
A copy of this announcement will be available on the Company's website at www.africaneagle.co.uk
as soon as possible. The content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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