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Elephant Copper
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”)
Elephant Copper
African Eagle notes an announcement made on 29 August 2013 by RTG Mining Inc. (TSX:RTG),
regarding Elephant Copper Ltd. (“Elephant Copper”).
As announced in the circular sent to shareholders on 5 July 2013, African Eagle remains interested in
9,050,000 shares in Elephant Copper, representing approximately 14.4% of the issued share capital.
The full announcement made by RTG Mining Inc. is set out below:
“SALE OF INTEREST IN MKUSHI COPPER JOINT VENTURE FOR US$13.1M
29 AUGUST 2013
RTG Mining Inc. (TSX:RTG) (RTG) is pleased to announce an agreement has been entered into for
the sale of RTG’s 51% interest in the Mkushi Copper Project in Zambia for US$13.1m (Transaction).
The sale to our joint venture partner, Elephant Copper Ltd. (Elephant Copper), is subject to conditions
precedent, with completion expected in mid September 2013.
The purchase price of US$13.1m will be satisfied by the issue of US$6.6m in new fully paid ordinary
shares in Elephant Copper and a US$6.5m unsecured redeemable convertible note (Convertible
Note). The Convertible Note will be repayable on or before 1 January 2015, unless converted earlier,
and will have an exercise price for conversion equal to the lesser of US$0.45 and 1.36 times the IPO
Price (as defined in the agreement). Elephant Copper is in the process of completing a “go public
event” (IPO) through a transaction that would, after obtaining regulatory approval, be the qualifying
transaction for Credent Capital Corp.
If Elephant Copper enters into an “alternative transaction” (a sale of 20% or more of the shares or
assets in Elephant Copper or similar transaction) both parties have rights to convert the US$6.6m
share issue into a cash payment and Elephant Copper is entitled to redeem the Convertible Note
early.
Elephant Copper has also agreed to repay on or before 1 January 2014, certain debts owing to RTG,
which are currently in the order of US$1.35m.
ABOUT RTG MINING INC.
RTG Mining Inc. is listed on the main board of the TSX and is a mining exploration company focused
on identifying new gold development and operating acquisition opportunities. RTG is now run by the
previous management team of CGA Mining Limited, which successfully merged with B2Gold Inc. in a
US$1.1bn scheme of arrangement in January 2013. RTG also holds a 51% interest in the Segilola
Gold Project in Nigeria (in dispute), the largest undeveloped gold resource identified in Nigeria and
holds a 51% interest in the Mkushi Copper Project in Zambia, the subject of this announcement. At
the Segilola Gold Project, Ratel Group has identified an indicated resource of 520,000 ounces of gold
contained in 3,658,000 tonnes at a grade of 4.4g/t and an inferred resource of 97,600 ounces of gold
contained in 790,200 tonnes at a grade of 3.8g/t in accordance with NI 43-101.
NATIONAL INSTRUMENT 43-101 COMPLIANCE
The technical information in this news release has been reviewed by and approved by Mark Turner
for Ratel Group, and a Qualified Person under National Instrument 43-101 –Standards of Disclosure
for Mineral Projects.
Mr. Alfred John Gillman of Odessa Resources Pty Ltd, an independent qualified person experienced
in the style of mineralisation at the Segilola Gold Project, has completed the resource statement for
the Segilola Project as referred to in this announcement, including verification of the sampling,
analytical and test data underlying the estimate. Verification also included a site visit, database
validation of historical drill results and a review of sampling and assaying protocols. The qualified
person was satisfied with all of the protocols used during the drilling, sampling and in the Segilola
resource estimate compilation and computation.
The technical information in this news release has been reviewed by and approved by Mark Turner
for Ratel Group, and a Qualified Person under National Instrument 43-101 –Standards of Disclosure
for Mineral Projects.
ENQUIRIES
Chairman – Michael Carrick CEO – Justine Magee
Tel: +61 8 6489 2900 Tel: +61 8 6489 2900
Fax: +61 8 6489 2920 Fax : +61 8 6489 2920
Email: mcarrick@rtgmining.com Email: jmagee@rtgmining.com
www.rtgmining.com
Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this announcement constitute forward looking statements within the
meaning of applicable securities laws including, among others, statements made or implied relating to
RTG’s objectives, strategies to achieve those objectives, RTG’s beliefs, plans, estimates and
intentions, and similar statements concerning anticipated future events, results, circumstances,
performance or expectations that are not historical facts.
Forward looking statements generally can be identified by words such as “objective”, “may”, “will”,
“expect”, “likely”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or similar expressions
suggesting future outcomes or events. All statements, other than statements of historical fact,
included herein including, without limitation; statements about the completion of the Transaction, use
of proceeds and the business objectives of RTG, are forward-looking statements. By their nature,
such forward looking statements are not guarantees of future performance and reflect RTG’s current
beliefs based on information currently available to management. Such statements involve estimates
and assumptions that are subject to a number of known and unknown risks, uncertainties and other
factors inherent in the business of RTG and the risk factors discussed in the Annual Information Form
and other materials filed with the securities regulatory authorities from time to time which may cause
the actual results, performance or achievements of RTG to be materially different from any future
results, performance or achievements expressed or implied by such forward looking statements.
Those risks and uncertainties include, but are not limited to: the mining industry (including operational
risks; risks in exploration, and development; the uncertainties involved in the discovery and
delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and
mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange
rate fluctuations; the ability of RTG to fund the capital and operating expenses necessary to achieve
the business objectives of RTG; the uncertainty associated with commercial negotiations and
negotiating with foreign governments; the risks associated with international business activities
including disputes with joint venture partners; risks related to operating in Zambia and Nigeria;
environmental risk; the dependence on RTG’s key personnel; and the ability of RTG to access capital
markets.
Readers are cautioned not to place undue reliance on these forward looking statements, which speak
only as of the date the statements were made and readers are advised to consider such forward
looking statements in light of the risks set forth above. Except as required by applicable securities
laws, RTG assumes no obligation to update or revise any forward looking statements to reflect new
information or the occurrence of future events or circumstances.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The
securities have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within
the United States, unless an exemption from such registration is available.”
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For further information, please visit www.africaneagle.co.uk or contact:
African Eagle Resources plc
Robert McLearon, Managing Director
+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
JSE Sponsor
Merchantec Capital
30 August 2013
About African Eagle
African Eagle Resources plc is listed on the AIM Market of the London Stock Exchange (AFE) and
Johannesburg AltX (AEA) stock exchanges.
Date: 30/08/2013 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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