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MINE RESTORATION INVESTMENTS LTD - Update and notice in terms of section 45

Release Date: 19/07/2013 11:15
Code(s): MRI     PDF:  
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Update and notice in terms of section 45

MINE RESTORATION INVESTMENTS LIMITED
(Registration number 1987/0048212/06)
Incorporated in the Republic of South Africa
Share Code: MRI
ISIN Code: ZAE000164562
(“MRI” or the "Company")


FINANCING FOR THE BRIQUETTING PROJECT SECURED AND NOTICE IN
TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008 (AS
AMENDED (the "Act")


Further to the SENS announcement published on 17 May 2013,
which provided an update on the completion of the briquetting
project, the Company is pleased to advise that Octavovox
Proprietary Limited (“Octavovox”), which company is 51% held
by MRI’s wholly-owned subsidiary, Western Utilities
Corporation Proprietary Limited (“WUC”), and through which
company the coal briquetting project is being operated, has
successfully secured a funding facility of up to R11 000 000
(“Loan Facility”) in order to complete the project and
prepare it for production. At this stage, it is still
expected that commissioning of the project will commence end
July 2013, with first briquette production in August 2013.
Continuous, on-specification briquette production is targeted
for September 2013. Octavovox is related or inter-related to
the Company.

In terms of the Loan Facility requirements and in accordance
with section 45(2) of the Act, the board of directors of the
Company adopted a resolution approving financial assistance
to Octavovox   in the form of –

- a written option agreement (the "Option Agreement") with
AfrAsia Special Opportunities Fund Proprietary Limited (the
"Lender") in terms whereof the Company grants to the Lender
the right to subscribe for shares in the share capital of the
Company, which issue of shares will be subject to the
Company’s shareholders approving the issue of shares

- a written guarantee (the "Guarantee") in favour of the
Lender in terms whereof the Company guarantees (as principle
obligation) the due and timeous fulfilment of the obligations
of Octavovox under the Loan Facility,

- a written reversionary cession agreement with the Lender in
terms whereof the Company cedes in security to the Lender all
its shares and claims in and against WUC, all its bank
accounts and all its debtors as security for the obligations
of the Company under the Guarantee; and

- a written subordination agreement with the Lender and WUC
in terms whereof the Company subordinates all its claims
against WUC in favour of the claims of the Lender under the
Loan Facility Agreement,

in accordance with section 45(3)(b) of the Act. Shareholders
are reminded that a special resolution authorising directors
to provide direct or indirect financial assistance to any
company or corporation which is related or inter-related to
the Company (in terms of section 45(3)(a)(ii)) was tabled and
approved at the Annual General Meeting held on 25 September
2012.

The board of shareholders of the Company has confirmed that,
after considering the reasonably foreseeable financial
circumstances of the Company, it is satisfied that,
immediately after it provided the above-mentioned financial
assistance, the Company would satisfy the solvency and
liquidity test, as contemplated in terms of Section 4 of the
Act and that the terms under which such financial assistance
was given were fair and reasonable to the Company.
Shareholders are advised that in terms of Section 45 (5)(a)
the financial assistance exceeds one-tenth of 1% of the
Company’s net worth as at the approval date of the provision
of such assistance.




Johannesburg

19 July 2013




Designated Advisor:

Sasfin Capital

(A division of Sasfin Bank Limited)

Date: 19/07/2013 11:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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