Wrap Text
Signs Heads of Agreement with Opera Investments PLC to vend its Imweru and Lubando Gold Projects into Opera via
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:IE00B97C0C31
(“Kibo” or “the Company”)
23 September 2016
Kibo Signs Heads of Agreement with Opera Investments PLC to vend its Imweru and Lubando Gold Projects
into Opera via RTO
Kibo Mining plc (“Kibo” or the “Company”) (AIM: KIBO; AltX: KBO), the Tanzania focused mineral
exploration and development Company is pleased to announce that it has signed a Heads of Agreement
(the “HoA”) with LSE Main Market listed Opera Investment PLC (“Opera”) (Kibo and Opera together the
“parties”) for the sale of the entire share capital of its wholly owned UK subsidiary, Sloane
Developments Ltd (the “Proposed Transaction”).
The HoA provides for the following to occur contemporaneously or immediately after the Transaction:
- Subject to commercial, technical and legal due diligence, the consideration to acquire the Imweru
and Lubando gold projects will be satisfied by the allotment and issue to Kibo on completion of
the Proposed Transaction of 61,000,000 ordinary shares of one pence each in the capital of Opera
at a price of 6 pence per ordinary share immediately following completion of the Proposed
Transaction (and completion of the fundraising by Opera referred to below) (Consideration Shares).
- As part of the Proposed Transaction, Opera and Kibo have agreed that there will be a fundraising
by way of the issue of new ordinary shares in Opera at a price of 6 pence per ordinary share
(the Placing Shares). The Proposed Transaction will be subject to a minimum fundraising of
£1,200,000 before expenses.
- As part of the Proposed Transaction, Opera will delist from the Main Market of the London stock
Exchange and the enlarged share capital of Opera following Completion will contemporaneously
seek admission to the AIM Market of the London Stock Exchange (AIM).
- On completion of the Proposed Transaction it is proposed that Opera will be renamed Katoro Gold
Mining plc.
- The Board of Directors following completion of the Proposed Transaction will initially comprise
3 directors nominated by Kibo and 2 directors nominated by Opera.
The Proposed Transaction is subject to a number of conditions, including:
- Each of the parties conducting, and being satisfied with the results of, legal, financial, taxation,
geological, technical and commercial due diligence concerning the assets and liabilities of Sloane
Developments Ltd and Opera.
- The parties agreeing, signing and exchanging a detailed and legally binding purchase agreement
incorporating all the terms of the Proposed Transaction.
- The prompt publication by Opera of an admission document (relating to Opera and its proposed
acquisition of the Imweru and Lubando gold projects), the completion of a Competent Person’s Report
by Kibo on the Imweru and Lubando gold projects and the admission of the enlarged share capital of
Opera to the AIM Market of the London Stock Exchange (being the existing Opera shares, the
Consideration and the Placing Shares).
- The Takeover Panel waiving, subject to a vote of independent shareholders, any obligation Kibo might
otherwise incur under Rule 9 of the City Code by virtue of its receipt of the Consideration Shares.
- The approval of the Proposed Transaction and passing of associated resolutions (including as to the
allotment and issue of the Consideration Shares and a Rule 9 "whitewash") by the shareholders of
Opera at a duly-convened general meeting.
- The Consideration Shares will be subject to the AIM Rule lock-in for non-revenue generation companies
(AIM Rule 7) and therefore not able to be disposed of for 1 year.
- Kibo will be subject to a relationship agreement, the terms of which are to be determined on the same
basis as reasonable and normal market normal conventions.
The Transaction will no longer include the originally envisaged Imwelo project from LVG (See RNS dated 10
August 2016) due to the fact that the latter was not able to meet some of the conditions precedent as called
for under the agreement, by which Sloane Developments LTD was to acquire 100% of Tanzoz Minerals LTD.
The gold projects for the new AIM listed company will now comprise, in addition to our flagship Imweru project,
our Geita East projects (Lubando, Pamba & Busolwa projects). Geita East contains the Lubando project (located
approximately 70 km east of Imweru) and has a NI 43-101 compliant Mineral Resource of 2,593,710 tonnes at
2 g/t, 0.5 g/t cut-off (168,300 oz. gold). Taken together Imweru and Lubando have a total mineral inventory in
the region of 700,000 oz. gold at 1-2 g/t and what the Company believes is a significant resource.
As previously announced, the immediate priority post transaction will be to expedite mine development on its
Imweru gold project (contains JORC-compliant Mineral Resource of 14.9 Mt @ 1.1 g/t, 0.4 g/t cut-off
(550,000 oz. Au) on which a Definitive Feasibility Study has already commenced. The Company has an initial
production target of circa 50,000 oz p/a at Imweru, to be ramped up to 100,000 oz p/a, contingent on resource
expansion, where the objective is to achieve a > 1 Mil oz resource.
Louis Coetzee, CEO of Kibo Mining, said: “We believe the above agreement provides us with the most cost
effective and quickest path towards realizing value in our Northern Tanzania gold portfolio and in particular
our Imweru gold project. Kibo now finds itself in a position where the development of both the Company’s
advanced gold projects will be fast tracked with the strategic advantage of an independent ability and
capability to fund further development into production.
It remains our objective to complete a definitive feasibility study on Imweru and obtain a mining right for
Imweru by Q3 2017, followed by a process of securing and finalizing funding for the construction of a gold
mine at Imweru, with mine commissioning to commence at the start Q2 / 3 of 2018.
The Imweru / Lubando transaction with Opera provides Kibo with an excellent opportunity to realize significant
value for its shareholders from the Company’s gold assets and puts Kibo in a very strong position to ensure the
expedited and focused development of the Imweru and Lubando gold projects.”
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 Belliss
+44 (0) 207 382 8300
Beaufort Securities Limited
Broker
Oliver Morse
+61 8 9480 2500
RFC Ambrian Limited
Nominated Adviser on AIM
Daniel Thöle / Anna Legge
+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 Mbeya, which has a significant NI 43-101 compliant
defined resource, and is developing a 300 MW mouth-of-mine thermal power station, the Mbeya Coal to
Power Project (“MCPP”), previously called Rukwa Coal to Power Project (“RCPP”), 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 the Mbeya project with an
integrated Bankable Feasibility Study report for the MCPP to be released in the near term. On 25
August 2016, Kibo signed an Agreement with China based EPC contractor SEPCO III granting it the
right to become the sole bidder for the EPC contract to build the power plant component of the MCPP
in exchange for SEPCO III refunding 50% of the development costs incurred by Kibo to date on the
project. Kibo has already received the first tranche of this funding in the amount of US$1.8 million
on the 5th September 2016
The Company also has extensive gold focused interests including Lake Victoria Goldfields and
Morogoro projects. At Lake Victoria, the Company has 100% owned projects with a 550,000 oz. JORC
compliant gold Mineral Resource at the Imweru Project and a 168,000 oz. NI 43-101 compliant gold
Mineral Resource at the Lubando Project (refer Mineral Resource tables below). The Company is
currently undertaking a Definitive Feasibility Study on its Imweru Project.
Kibo also holds the Haneti Project on which the latest technical report confirms prospectivity for
nickel, PGMs, gold and strategic metals including lithium.
Kibo Mining further holds the Pinewood (coal & uranium) project where the company has entered into a
50/50 Exploration Joint Venture with Metal Tiger plc.
Finally, the Company also holds the Morogoro (gold) project where the company has also entered 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 prioritized 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 recognizes 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
Mineral Resources
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- Specific Metric Short Gold Contained Gold
Type off Gravity Tonnes (t) Tons Grade Ounces (troy)
(g/t) (g/t)
Laterite Indicated 0.40 2.50 131,000 144,000 1.785 8,000
Central 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
Central 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 Indicated 0.4 2.77 2,732,000 3,012,000 1.168 103,000
Total Inferred 0.4 2.79 12,222,000 13,473,000 1.137 447,000
Combined 0.4 2.79 14,954,000 16,485,000 1.143 550,000
(inf+ind)
* Kibo holds 100% of the Imweru Mineral Resource subject to 2% Net Smelter Royalty
* 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) 1.69 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) 1.61 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) 1.27 1.56 3.34 3.13 2.03
Total Gold(oz) 44,550 3,300 22,500 53,900 124,200
* Kibo holds 100 % of the Lubando Mineral Resource subject to a 2% Net Smelter Royalty
* 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 a Net Smelter Agreement (refer Kibo RNS of the 22 July 2016) Acacia Mining
plc has a 2% Net Smelter Royalty interest in the Imweru and Lubando Mineral Resources.
Review by Qualified Persons
The 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 appear.
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. Fier is 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 content of this announcement
including Mineral Resource estimates and the references to them.
Johannesburg
23 September 2016
Corporate and Designated Adviser
River Group
Date: 23/09/2016 08:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
