Wrap Text
Binding MOU to close Joint Venture on Kibo Uranium Portfolio and £150,000 equity investment by Metal Tiger PLC
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")
Dated: 21 November 2014
Binding Memorandum of Understanding to close Joint Venture on Kibo Uranium Portfolio
and £150,000 equity investment by Metal Tiger PLC
* Binding Memorandum of Understanding ("MOU") for 50/50 Joint Venture on Uranium
Portfolio
* £150,000 equity investment by Metal Tiger PLC ("Metal Tiger") (AIM:MTR)
Louis Coetzee, CEO of Kibo Mining, said: "Kibo is pleased to enter into a commercial relationship
with Metal Tiger and we look forward to working together under the proposed JV and as outlined in our
Memorandum of Understanding. The Joint Venture will allow Kibo to immediately take the Company's
Uranium portfolio out of care and maintenance and to restart active exploration work on the portfolio.
This is a significant step for the company, recognising the increasing interest in the Uranium sector, as
demonstrated recently by the sharp increase in the price of the commodity.
The MOU further marks another major achievement by Kibo over recent months, during which the
Company has:
1. Initiated three feasibility Studies i.e:
a.Rukwa Coal Mine with Phase 1 Stage 1 of the Rukwa Coal Mine's pre-feasibility
study already complete;
b.Rukwa 300MW Power Plant on which the full pre-feasibility study is expected to be
completed by 30 November 2014; and
c.Preliminary Economic Assessment on Imweru Gold Project set for completion during
early December 2014.
2.Made considerable progress towards securing an appropriate development partner for the
Rukwa Coal to Power Project
3.Commissioned a Geochemical interpretation of latest exploration results on the Haneti
Nickel Project;
4.Now re-activated the Company's Uranium portfolio with an active exploration program to
commence during 2015; and
5.Stabilized the Company's cash position
We anticipate significant further news flow across our project portfolio in the coming weeks in
what is building into an exciting period for the company and investors."
Kibo Mining plc ("Kibo" or the "Company") (AIM: KIBO; AltX: KBO), the Tanzania focussed
mineral exploration and development company, is pleased to announce Kibo and Metal Tiger Plc
("Metal Tiger") entered into a Memorandum of Understanding ("MOU") on 21 November 2014
for a 50/50 Joint Venture ("JV") with regard to Kibo's Uranium-prospective portfolio of
exploration rights in the southern western corner of Tanzania. The portfolio consists of 43
licences, offers, applications and tenders with a combined surface area of 9,033 square kilometres
(the "Pinewood Portfolio").
Under the MOU Metal Tiger has 90 days to complete its due diligence process and within which
period the parties are to complete and sign a binding JV agreement. The terms of the MOU would
see Metal Tiger pay for the ongoing licence renewal fees and other maintenance costs for a
minimum of 12 months (estimated to be approximately US$100,000 p.a.) and up to a maximum of
3 years within which timeframe Metal Tiger is to expend a total of US$800,000 on project costs
(including licence renewal fees) and an agreed exploration work program, to maintain its 50%
interest in the JV. Should Metal Tiger expend less than a total of US$800,000 whilst maintaining
the Pinewood Portfolio licences, but not less than US$300,000, then Metal Tiger's 50% interest in
the JV will revert to a 10% free carry on the Pinewood Portfolio. Should Metal Tiger expend less
than US$300,000 in total then Metal Tiger's total JV interest shall revert to Kibo.
Concurrently Metal Tiger has agreed to acquire 10,000,000 new ordinary shares in Kibo (the
"Subscription Shares") at a price per share of 1.5p per Subscription Share ("the Subscription").
Metal Tiger has invested a total of £150,000 into Kibo to be funded from the Metal Tiger's
existing cash resources. Following completion of the Subscription, Metal Tiger will become a
significant shareholder in Kibo with a beneficial interest in 3.67% of Kibo's issued share capital.
An application will be made for the Subscription Shares to be admitted to trading on AIM
following receipt of the subscription monies. The subscription monies are due to be received by
20 December 2014.
As part of the transaction Kibo will issue Metal Tiger with warrants over 10,000,000 new ordinary
shares in Kibo, exercisable within a three-year term at an exercise price of 3p each.
Key Terms of the Memorandum of Understanding
Following completion of the 90 day due diligence period and the parties entering into the JV
agreement as outlined in the MOU, the parties are to operate under a 50/50 Joint Venture of the
uranium prospective properties that form the Pinewood Portfolio, as follows:
*Metal Tiger is to acquire 50% of Kibo Uranium Limited ("KB Uranium"), a 100% wholly
owned subsidiary of Kibo Mining plc, that owns the Pinewood Portfolio for a consideration
of £1.
*Metal Tiger is to meet the expenses in relation to the licence renewal fees and other
maintenance costs of the Pinewood Portfolio for a minimum of 1 year (estimated to be
approximately US$100,000) and up to a maximum of 3 years.
*Metal Tiger is to expend the first US$800,000 under the JV in expenses and exploration
relating to the Pinewood Portfolio, at which point costs moving forward are shared 50/50
between the parties.
*Should Metal Tiger elect to not continue with the JV after the minimum term of one year, or
fail to expend US$100,000 by the first anniversary of the JV, or should Metal Tiger fail to
expend the full expenditure by the third anniversary of the JV then:
*if less than US$300,000 of the agreed expenditure, the 50% interest in the JV owned
by Metal Tiger shall revert back to KB Uranium subject to them exercising a claw-
back option;
*if greater than US$300,000 of agreed expenditure, KB Uranium shall have the right
to exercise the claw-back option in respect of Metal Tiger's interest in KB Uranium,
however, Metal Tiger shall retain a 10% free carry in the Pinewood Portfolio.
*At any time following the first anniversary of the JV, on not less than 90 days' notice to
Kibo, Metal Tiger may elect to cease sole funding of the JV expenditure
The acquisition by Metal Tiger of the interest in KB Uranium is conditional, inter alia, on:
i.by not later than 20 February 2015 Metal Tiger conducting, and confirming in writing, that it
is satisfied (at its sole discretion) with the results of the legal, financial and technical due
diligence investigations to be undertaken by Metal Tiger in relation to the Pinewood
Properties and KB Uranium; and
ii.Kibo and KB Uranium procuring all necessary consents from the regulatory authorities in
Tanzania.
Uranium Prospective Joint Venture Areas - Pinewood Porfolio
A wholly owned subsidiary of Kibo Uranium Limited ("KB Uranium"), itself a wholly owned
subsidiary of Kibo Mining Plc (LON: KIBO), owns a portfolio of Uranium prospective assets
licences for exploration in Tanzania (collectively the "Pinewood Portfolio").
The Pinewood Portfolio of exploration licences is located in the southern western corner of
Tanzania, between the regional capitals of Iranga, Mbeya, and Songea. The portfolio consists of
43 licences, offers, applications and tenders with a combined surface area of approximately 9,033
square kilometres.
Contacts
Louis Coetzee
+27 (0) 83 2606126
Kibo Mining plc
Chief Executive Officer
Andreas Lianos
+27 (0) 83 4408365
River Group
Corporate and Designated Adviser on JSE
Jon Belliss
Abigail Wayne
+44 (0) 20 3693 1470
Hume Capital Securities Plc
Broker
Oliver Morse and Trinity McIntyre
+61 8 9480 2500
RFC Ambrian Limited
Nominated Adviser on AIM
Daniel Thšle
Lucinda Alderson
+44 (0) 203 772 2500
+44 (0) 203 772 2500
Bell Pottinger
Investor and Media Relations
Kibo Mining - Notes to editors
Kibo Mining is listed on the AIM market in London and the AltX in Johannesburg. The
Company is focused on exploration and development of mineral projects in Tanzania, and
controls one of Tanzania's largest mineral right portfolios. Tanzania provides a secure and
stable operating environment for the mineral resource industry and Kibo Mining therein.
Kibo Mining holds a thermal coal deposit at Rukwa, which has a significant JORC compliant
defined resource (See Table 1 below), and is developing a 250-350MW mouth-of-mine thermal
power station with an established management team that includes Standard Bank as Financial
Advisor. Kibo is undertaking a Coal Mining Definitive Feasibility Study and a Power Pre-
Feasibility Study for Rukwa with initial findings to be released in the near term.
The Company also has extensive gold focused interests including Lake Victoria Goldfields and
Morogoro projects. At Lake Victoria, the Company has projects with a 550,000oz JORC
compliant gold Mineral Resource at Imweru Project (See Table 2 below) and a 168,000oz NI
43-101 compliant gold Mineral Resource at Lubando Project (See Table 3 below) in which the
Company holds a 90% attributable interest. The Company is currently undertaking a Definitive
Feasibility Study on its Imweru Project, with Preliminary Economic Assessment study findings
to be released in the near term.
Kibo also holds the Haneti Nickel Project on which the latest technical report confirms
prospectivity for nickel, PGMs, gold and strategic metals including Lithium.
Kibo Mining also holds the Pinewood (coal & uranium) project where the company has signed
a MOU to enter into a 50/50 Exploration Joint Venture with Metal Tiger PLC.
The Company's projects are located in the established and gold prolific Lake Victoria
Goldfields, the emerging goldfields of eastern Tanzania and the Mtwara Corridor in southern
Tanzania where the Government has prioritised infrastructural development attracting
significant recent investment in coal and uranium. The Company has a positive working
relationship with the Tanzanian government at local, regional and national levels and works
hard to maintain positive relationships with all communities where company interests are held.
The Company recognises the potential to enhance the quality of life and opportunity for
Tanzanian citizens through careful development of its projects.
Updates on the Company's activities are regularly posted on its website www.kibomining.com
Technical data
Rukwa Mineral Resource
Table 1 below presents a table showing the Mineral Resource estimate for the Rukwa Coal Project. The
table is taken from an NI 43 101-Compliant Report by GEMECS (Pty) Ltd dated April 2012.
Table 1
RUKWA COAL RESOURCE SUMMARY- GEMECS (Pty) Ltd
SEAM NI 43-101 IN SITU
SEAM THICKNESS CLASS MILLION TONS
S4 1.14 Indicated 2.17
S3U 2.04 Indicated 6.92
S3L 2.3 Indicated 12.63
S2 3.45 Indicated 23.43
S1U 2.48 Indicated 7.34
S1L 2.92 Indicated 17.4
S0 1.08 Indicated 1.44
Total Indicated Resources 71.34
S4 1.31 Inferred 1.38
S3U 2.24 Inferred 2.94
S3L 2.27 Inferred 3.86
S2 3.42 Inferred 7.94
S1U 2.05 Inferred 6.5
S1L 3.15 Inferred 12.83
S0 1.06 Inferred 2.6
Total Inferred Resources 38.05
TOTAL RESOURCES *109.39
*Kibo holds 100% of the Rukwa Mineral Resource
Imweru Mineral Resource
Table 2 below presents a table showing the Mineral Resource estimate for the Imweru Project at a
base case economic cut-off grade for the reporting of the resource of 0.4 g/t. The table is taken from a
JORC-Compliant Report by Tetra Tech EBA dated February 2014.
Table 2
Area Material Classification Cut-off Specific Metric Short Tons Gold Contained Gold
Type (g/t) Gravity Tonnes (t) Grade
(g/t) Ounces (troy)
Central
Laterite Indicated 0.40 2.50 131,000 144,000 1.785 8,000
Saprolite Indicated 0.40 2.50 706,000 778,000 1.387 32,000
Bedrock Indicated 0.40 2.89 1,895,000 2,089,000 1.043 64,000
Total Indicated 0.40 2.77 2,732,000 3,012,000 1.168 103,000
Laterite Inferred 0.40 2.50 685,000 755,000 1.317 29,000
Saprolite Inferred 0.40 2.50 1,047,000 1,154,000 1.040 35,000
Bedrock Inferred 0.40 2.89 7,838,000 8,640,000 1.029 259,000
Total Inferred 0.40 2.82 9,569,000 10,548,000 1.051 323,000
East Total Inferred 0.40 2.70 2,653,000 2,925,000 1.449 124,000
Imweru Property Total
Indicated 0.4 2.77 2,732,000 3,012,000 1.168 103,000
Inferred 0.4 2.79 12,222,000 13,473,000 1.137 447,000
Combined
(inf+ind) 0.4 2.79 14,954,000 16,485,000 1.143 550,000
* Total estimates are rounded, based on composites capped at 26 g/t gold at Imweru Central and 25 g/t at Imweru East, the cut-off grade is
based on a gold price of US$1,200 and a 90% metallurgical recovery is assumed in calculation of cut-off grade. A base case of 0.40 g/t
has been selected.
** Classification of Mineral Resources incorporates the terms and definitions from the Australian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC Code) published by the Joint Ore Reserve Committee (JORC)
Lubando Mineral Resource
Table 3 below presents a table showing the Mineral Resource estimate for the Lubando Project at a base
case economic cut-off grade for the reporting of the resource of 0.5 g/t Au. The table is taken from an
NI 43 101-Compliant Report by EBA Engineering Consultants Limited (now part Tetra Tech EBA)
dated August 2009.
TABLE3: LUBANDO MINERALRESOURCE SUMMARY - BASECASE*
Category West Zone East Zone South East Zone Mid East Zone North Total
Measured Resource
Measured Resource(t) 107,900 4,880 16,900 54,440 184,150
Grade(g/t) 1.6 2.52 1.72 2.48 1.95
Total Gold(oz) 5,900 400 950 4,340 11,500
Indicated Resource
Indicated Resource(t) 280,710 18,330 61,000 149,350 509,420
Grade(g/t) 1.6 2.23 1.89 2.73 1.99
Total Gold(oz) 14,500 1,300 3,700 13,120 32,600
Inferred Resource
Total Resource(t) 1,090,000 65,470 209,340 535,330 1,900,140
Grade(g/t) 1.2 1.56 3.34 3.13 2.03
Total Gold(oz) 44,550 3,300 22,500 53,900 124,200
* Numbers are rounded. Composites capped at 10.85g/t gold. Cut-off grade of 0.5 g/t gold based on a gold price of US$850/oz
and assumed 100% metallurgical recovery.CIM definitions were followed for Mineral Resources.
Pursuant to the terms of an inherited agreement with Barrick East Africa Exploration LTD (BEAL), Kibo
currently has an effective 90% interest in the Imweru and Lubando Project (and thus a 90% attributable
interest in the Imweru and Lubando Mineral Resources shown in Table 2 and 3 above), with Barrick having
a 10% carried interest up to a decision to mine at which point they have to contribute or be diluted to a 2%
net smelter royalty. BEAL also has a first right of refusal pursuant to which they can buy the 90% interest
in the project at an agreed market related value after completion of a Bankable Feasibility Study. Kibo
remains the operator of the project.
Review by Qualified Persons
The information in this announcement that relates to the Rukwa Coal Mineral Resource is taken from a
report titled "Independent Technical Report for the Rukwa Coal Project, Mbeya Region, United Republic
of Tanzania" dated 19th April 2012 by CD van Niekerk Director and Principal Geologist with the firm
GEMECS (Pty) Ltd. Mr van Niekerk is a Professional Natural Scientist with the South African Council for
Natural Scientific Professions (SACNASP), Registration No. 400066/98 and a Fellow Member of the
Geological Society of South Africa. He has relevant experience and technical qualifications to be a
"Qualified Person" for reporting coal resources to the NI 43-101 Standard
Information in this announcement that relates to the Imweru Mineral Resource is taken from the report
titled "Resource Update for the Imweru Property Geita Region Northern, Tanzania, JORC Competent
Persons Report" dated February 17th 2014 (the "Report"). The Report states a JORC-compliant Mineral
Resource estimate and was prepared for Kibo Mining plc by James Barr P.Geo. and Darryn Hitchcock
P.Geo. Senior Geologist and Geologist respectively with TetraTech EBA Ltd. Both Mr. Barr and Mr.
Hitchcock are registered as Certified Professional Geologists with Association of Professional Engineers
and Geoscientists of British Columbia a recognised professional organisation. Mr Barr as principal author
responsible for the Report has experience in the evaluation and reporting of Archaean Gold projects and is
a "Qualified Person" for reporting gold resources to the JORC Standard. He consents to the inclusion in
this document of the matters based on his information in the form and context in which they appears.
The information in this announcement that relates to the Lubando Mineral Resources is taken from a report
titled "Technical Report on the Lubando property, Mwanza, Tanzania" dated 31st August 2009" (the
"Report") The Report is NI 43-101 compliant and was prepared for Great Basin Gold Rusaf Gold Limited
by Nathan Eric Fier C.P.G., P.Eng. Market Director for EBA Engineering Consultants Ltd and a Senior
Mining Consultant. Mr. Fieris registered as a Certified Professional Geologist with the American Institute
of Professional Geologists, Registration No 10062, and a professional Engineer in British Columbia,
Canada Registration No. 135165. He has extensive experience in the evaluation and reporting of Archaean
Gold projects.
The Company's Exploration Director, Noel O'Keeffe has reviewed the resource reports and the references
to them in this announcement.
Johannesburg
21 November 2014
Corporate and Designated Adviser
River Group
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