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ZCI LIMITED - Renewal of Cautionary Announcement

Release Date: 12/07/2017 15:12
Code(s): ZCI     PDF:  
Wrap Text
Renewal of Cautionary Announcement

ZCI Limited
(Bermudian registration number 661:1969)
JSE share code: ZCI
ISIN: BMG9887P1068
Euronext share code: BMG9887P1068
("ZCI" or the “Company")

RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the previous cautionary announcements released by ZCI in connection with the
liquidation of each of Messina Copper (Botswana) Proprietary Limited (in Liquidation) (“Messina” or “MCB”)
and African Copper plc (in Liquidation) (“ACU”). Capitalised terms defined in previous announcements have
the same meaning when used herein.

Shareholders are reminded that the completion of the Transaction (including receipt by ZCI of the cash
distribution due to it in connection with the sale of the Messina assets) is dependent on certain suspensive
conditions being satisfied. The key remaining condition to be satisfied is a successful fundraising by Leboam
to satisfy, inter alia, the cash consideration due to MCB under the Transaction. Leboam is actively engaged
in raising the required funding.

As at the date of this announcement, the long stop date for satisfaction of all suspensive conditions,
including the Leboam fundraising condition, remains 30 September 2017. When the suspensive conditions
which relate only to the completion date for transfer of the Messina assets are satisfied (which could take
place before the end of July 2017), title in the Messina assets will vest in Leboam, and simultaneously with
the transfer of title, Leboam will issue to ZCI the same security over the Messina assets that ZCI currently
has.

Shareholders may be aware that on 21 December 2016, Alecto Minerals plc, an African focused gold
exploration and base metal development company (“Alecto”) announced its proposed acquisition of Cradle
Arc, Leboam’s parent company. That transaction qualified as a reverse takeover of Alecto which, pursuant to
the rules of AIM, required the suspension of Alecto’s listing while it prepared a new admission document and
convened a general meeting to approve its re-admission to listing. The fundraising by Leboam depends
amongst other things on continued production at the Mowana mine which requires working capital. Currently
that working capital is being funded by bridge finance to Leboam from its off-take parties. Such bridge
funding was to be refinanced by way of a loan from Alecto to Leboam following a capital raising undertaken
by Alecto. Although Alecto’s listing on AIM has been cancelled with effect from 11 July 2017 (for further
information please visit www.alectominerals.com), Alecto and Leboam are still pursuing the Alecto capital
raising, albeit delayed by the cancellation of Alecto’s listing on AIM.

Due to the nature of the suspensive conditions to the Transaction and the uncertainty in respect of the
successful funding of the purchase price of the Transaction, as at the date of this announcement the board
of directors of ZCI cannot reliably estimate the extent of any potential proceeds arising as a result of the
aforementioned liquidation proceedings.

The Company will provide updates to stakeholders as and when further information in relation to the above
matters, including the full financial impact thereof, has been made available.

As a result of the events explained above, the board of directors of ZCI is not able to provide a date on which
the suspension of trading, in securities of ZCI, is expected to be lifted as is required in terms of Section
1.10(c) of the JSE Limited Listings Requirements.

Bermuda
12 July 2017
Sponsor: Bridge Capital Advisors Proprietary Limited

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