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Pre-listing announcement - Secondary inward listing of Alphamin Resources Corp. on the AltX
Alphamin Resources Corp.
Continued in the Republic of Mauritius
Date of incorporation: 12 August 1981
Corporation number: C125884 C1/GBL
TSX-V share code: AFM
JSE share code: APH
ISIN: MU0456S00006
(“Alphamin” or the “Company”)
PRE-LISTING ANNOUNCEMENT - SECONDARY INWARD LISTING OF ALPHAMIN RESOURCES CORP. ON THE ALTERNATIVE EXCHANGE
OPERATED BY THE JSE LIMITED
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES,AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION.
1. Introduction
Alphamin, a Mauritian-domiciled company, is a pioneering tin exploration and development
company with the vision to be a key player in the international tin mining sector. The Company
holds, as its principal investment, a controlling interest (80.75%) in Alphamin Bisie Mining SA
(“ABM”). ABM owns, as its principal asset, a world-class tin mining project (“Bisie tin project”)
which is based in the North Kivu province of the Democratic Republic of Congo (“DRC”).
The Company, in its current form, has had its primary listing on the TSX Venture Exchange (“TSX-
V”) since August 2011, and at 13 November 2017 (the “Last Practicable Date”) the Company’s
market capitalisation is approximately CAD 204.9 million (USD 161.0 million and ZAR 2.3 billion).
The TSX-V has been determined by the JSE Limited (“JSE”) to be an “accredited exchange” as
defined in paragraph 18.42 of the JSE Listings Requirements (“JSE Listings Requirements”). To
the best of its knowledge, Alphamin is in full compliance with all the requirements of the TSX-V and
the Company is not listed on any other exchange.
The JSE has granted approval to Alphamin for a secondary listing (“Secondary Listing”), under
the fast-track listing process contemplated in Section 18 of the JSE Listings Requirements, of all
of its issued and fully paid common shares (“Common Shares”) on the Alternative Exchange
operated by the JSE (“AltX”), under the abbreviated name “ALPHAMIN”, JSE share code “APH”
and ISIN “MU0456S00006”. The Company anticipates listing on the AltX with effect from the
commencement of trade on or about Thursday, 7 December 2017 (“Anticipated Listing Date”).
Alphamin is currently listed in the “Gold Mining” sector, however, with effect from Monday, 18
December 2017, following a request by the Company, FTSE International Limited will change the
Company’s sector classification to “Nonferrous Metals”, which more accurately reflects Alphamin’s
business operations.
The Financial Surveillance Department of the South African Reserve Bank (“SARB”) has approved
the Secondary Listing and classified the secondary inward listed Common Shares as “domestic”
for exchange control purposes. Accordingly, South African resident shareholders must hold their
Common Shares on the Company’s South African register subsequent to the Secondary Listing
and may trade the Common Shares on the JSE without having recourse to their foreign portfolio
allowance or foreign capital allowance, as the case may be.
2. Overview of the Company
The Company is currently focused on the development of the Mpama North portion of the Bisie tin
project in North Kivu (“Phase 1”). This is the highest grade known tin deposit in the world with
favourable metallurgical properties, which will enjoy relatively low operating costs once the mine is
constructed. Alphamin’s compliance with the Dodd-Frank laws of the United States of America
ensures that the Company’s tin will only be able to be sold through legitimate channels and will be
classified as ‘conflict-free tin’. There is significant further potential upside at Mpama North Deeps,
Mpama South and other exploration permits within the Bisie tin project.
The Company completed an updated feasibility study and control budget estimate for the Bisie tin
project in March 2017, commenced construction in May 2017, and expects to produce its first tin
concentrates in H1 2019.
3. Private Placement
3.1 Background
Phase 1 of the Bisie tin project will be to develop Mpama North between Q2 2017 and Q1 2019.
Phase 1 is expected to have a pay-back period of 17 months, a net present value (“NPV”) of
USD 402 million and an ungeared post-tax internal rate of return (“IRR”) of 49.1% in real-terms
(source: Alphamin’s published updated National Instrument 43-101 feasibility study dated 23 March
2017 (“NI43-101”)).
Note: all currency amounts in this announcement are stated with reference to exchange rates
prevailing on the Last Practicable Date. USD 73.5 million (ZAR 1.1 billion) had been spent to 1
January 2017, and a further USD 22.3 million (ZAR 322.7 million), which was obtained from a
previous equity raise, is currently being utilised to further develop Phase 1.
An additional USD 149.8 million (ZAR 2.2 billion) is required to complete Phase 1 (“Phase 1
Funding”). Phase 1 Funding will be obtained from the following sources:
- a USD 80 million (ZAR 1.2 billion) senior secured, non-revolving, term credit facility, to be
provided to ABM, has been secured from a syndicate of lenders, namely Sprott Resource
Lending (Collector), LP, Barak Fund SPC Limited and Tremont Master Holdings Limited
(“Tremont”). In terms of the definitive credit agreement, USD 10 million (ZAR 144.7 million)
may be drawn down initially, and the balance of the term credit facility may be accessed once,
inter alia, the Company has completed an equity financing of a minimum of USD 50 million (net
of associated costs);
- USD 13.7 million (ZAR 198.2 million) cash will be invested directly into ABM by Industrial
Development Corporation of South Africa SOC Limited (the “IDC”), an existing shareholder in
ABM, subject to certain regulatory approvals being obtained. This proposed investment will not
dilute Alphamin’s 80.75% shareholding in ABM; and
- an equity raising in both South Africa and abroad targeting USD 56.1 million
(ZAR 811.8 million). It is intended to conduct the equity raise in terms of a private placement,
to be undertaken by the Company prior to the Secondary Listing (“Private Placement”).
Tremont, an existing Alphamin shareholder (44%), has committed to participate in the Private
Placement in an amount equivalent to 44% of the targeted equity raise in terms of the Private
Placement.
In terms of paragraph 18.43 of the JSE Listings Requirements, the Company confirms that it will
make an application to the TSX-V to obtain TSX-V approval for the listing of the Common Shares
to be issued in terms of the Private Placement.
3.2 Mechanics of the Private Placement
Alphamin intends to conduct a Private Placement of Common Shares (“Placing Shares”), prior to
the Anticipated Listing Date, targeting an amount of USD 56.1 million (ZAR 811.8 million),
representing approximately 35% of Alphamin’s market capitalisation on the Last Practicable Date.
In South Africa, the Private Placement will be made to, and be capable of acceptance by (i)
institutional investors who fall within one of the specified categories listed in section 96(1)(a)
of the South African Companies Act, No 71 of 2008 (as amended) (“Companies Act”); or (ii) persons
qualifying pursuant to section 96(1)(b) of the Companies Act, being persons each of which is a
single addressee acting as principal who will be acquiring the Placing Shares with an aggregate
value of not less than ZAR 1 million.
The timing of the Private Placement, price per Placing Share (“Placing Price”) and allocations are
at the absolute discretion of the board of directors of Alphamin (“Board”).
There will be a further announcement specifying the dates and times of the opening and expected
closing of the Private Placement and the Placing Price. As soon as practicable after the closing of
the Private Placement, an announcement will be published containing the quantum raised in the
Private Placement, the number of Placing Shares allocated to successful participants and the exact
listing date on the AltX.
All of the Placing Shares will rank pari passu with one another and with the existing Common Shares
in all respects and will be fully paid up and freely transferable, subject to an initial four-month
holding period (“Hold Period”) which applies under Canadian securities law and the policies
of the TSX-V. Canadian securities laws stipulate that all distributions of securities require
either the filing of a detailed disclosure document in compliance with Canadian Law
(“Prospectus”) or an exemption from the Prospectus requirement. Where a Prospectus is
not issued, a Hold Period is applicable to the issuance of new securities in certain
circumstances. As a Prospectus containing new detailed information does not become
available to the investing public when a private placement is completed, the rationale for the
Hold Period is to allow sufficient new financial and other information to become available
before such securities may be resold to investors generally. The Hold Period is evidenced
and enforced by endorsing the restriction on the face of each share certificate.
4. Rationale for the Secondary Listing and the Private Placement in South Africa
There is currently strong demand in the South African market for investment in companies that earn
USD-based revenue, and particularly for investment in mining companies with attractive return
metrics. As such, the Board is of the opinion that South Africa will be a receptive market in which
to raise the remaining capital required to develop Phase 1.
In addition, Alphamin has strong South African connections through the key suppliers of services
and supplies to the Bisie tin project, and an existing relationship with the IDC which is already
invested in ABM. The Board therefore believes that these relationships will position Alphamin well
for a Private Placement and Secondary Listing in South Africa.
5. Prospects of Alphamin following the Secondary Listing
As part of Phase 1, Alphamin is in the process of constructing a tin mine at the Mpama North section
in accordance with its mining licence. Construction is expected to be completed in early 2019, with
the mine ramping up to full production from H2 2019 onwards. As detailed in the Company’s
updated NI43-101, at full production the mine is expected to produce an average of 9,600 tons of
tin in concentrate per annum over its initial 12.5 year life of mine, at a foreseen cash margin of some
USD 11,040 per tonne of tin sold (based on a real tin price of USD 21 400 per tonne). The average
annual earnings before interest, tax, depreciation and amortisation over the life of mine equates to
approximately USD 110 million. Economic performance indicators of a NPV (8%) of USD 402.2 million,
as well as a real, after tax, project IRR of 49.1% are anticipated.
As soon as the Mpama North section is operating on a consistent basis, the Company intends to
allocate a component of the Company’s cash flows to establish additional tin resources at
exploration targets both within the current 30 year mining permit and on Alphamin’s other adjacent
exploration permits.
6. The Board
The details of the executive and non-executive directors of the Company are as follows:
Name Function Experience and expertise
Charles Denby Non-executive Charles is the non-executive chairman of the
Stockton Needham chairman Board and has been involved in the DRC mining
industry for many years. Charles is a consultant
to the Metorex group and the chairman of
Kinsenda Copper Company.
Boris Kamstra Chief executive Boris is the chief executive officer of Alphamin,
officer has been involved in the DRC mining industry
for 12 years and has extensive experience
establishing mining operations in remote
locations.
Eoin O’Driscoll Chief financial officer Eoin is the chief financial officer of Alphamin
and has been involved in the DRC mining
industry for 6 years with extensive experience
in the gold mining sector.
Bernard Swanepoel Independent non- Bernard, a non-executive director, has over 30
executive director years’ experience in local and international
mining, and mining project development. He
started his career at Gencor Mining. He was
chief operating officer of Harmony Gold Mining
Company from the mid-nineties until 2007.
Paul Baloyi Independent non- Paul, a non-executive director, has over 35
executive director years’ experience in the international finance
sector, having served as chief executive officer
of the Development Bank of Southern Africa
(“DBSA”) (including the DBSA Development
Fund), managing director of Nedbank Africa,
and holding senior positions within Standard
Bank. He is a past member of the Institute of
Bankers (South Africa) and the Institute of
Directors (South Africa).
Brendon Howard Independent non- Brendon, a non-executive director, has 11
Jones executive director years’ investment management experience
which he gained at Maitland (Mauritius) as
managing director, Tremont Services as
executive director and Adansonia Management
Services as chief executive director.
Rudolf Pretorius Independent non- Rudolf, a non-executive director, has 12 years’
executive director fund management, insurance and banking
experience in various senior executive roles
which he fulfilled at RMB, Aegis Insurance and
Outsurance. Rudolf founded Treacle Private
Equity in 2000 and has led the company to date.
In addition, he sits on the non-executive boards
of various local and international hedge fund
and fund management companies.
7. Share capital
The Company has unlimited Common Shares without par value available for issue.
The issued Common Shares of Alphamin before and after the Private Placement and Secondary
Listing, assuming that approximately 178.6 million Placing Shares (based on a target equity capital
raise of USD 56.1 million and a closing Alphamin share price on the Last Practicable Date of
CAD 0.40 (USD 0.31)) are issued in terms of the Private Placement are as follows:
Before the Private Placement and Secondary Listing
Issued
512 300 031 Common Shares without par value
After the Private Placement and Secondary Listing
Issued
690 936 456 Common Shares without par value
The Company does not hold any Common Shares in treasury.
As at the Last Practicable Date, the Company had:
- 41 257 067 issued and outstanding warrants;
- 8 411 754 options outstanding; and
- 1 252 414 options exercisable.
Common Shares
With respect to the Private Placement and Secondary Listing in South Africa, the Placing Shares
will be issued in certificated form only. Such share certificates will be endorsed with the restriction
applicable to the Hold Period and may not be traded for the duration of the Hold Period. Following
the expiration of the Hold Period, shareholders will be required to dematerialise their Common
Shares in order to trade them on the JSE. The process of dematerialisation will require such
shareholders to appoint either a broker or Central Securities Depositary Participant (“CSDP”) in
South Africa to act on their behalf and to handle their settlement requirements. Dematerialised
shares trade for electronic clearing and settlement via Strate Proprietary Limited (“Strate”). If you
have any doubt as to the mechanics of Strate, please consult your broker, CSDP or other
appropriate adviser. For further information, Strate’s website is www.strate.co.za.
Warrants
Each unlisted warrant is exercisable to acquire one Common Share for a period up to July 2020 at
an exercise price of CAD 0.4375, subject to adjustment in certain events. The expiry date of the
warrants may be accelerated by the Company at any time following the 12 month anniversary of
the closing date of the offering if the volume-weighted average trading price of the Common Shares
is greater than CAD 0.73 for any 15 consecutive trading days, at which time the Company may
accelerate the expiry date of the warrants by issuing a press release announcing the reduced
warrant term whereupon the warrants will expire on the 15th calendar day after the date of such
press release.
Options
The Company currently has a stock option plan (“Plan”). The Plan provides that it is solely within
the discretion of the Board to determine which directors, employees and other service providers
may be awarded options under the Plan, and under what terms they will be granted. The Plan
provides that the number of Common Shares that may be purchased under the Plan is a rolling
maximum which shall not exceed 10% of the issued and outstanding Common Shares of the
Company at any time, with appropriate substitutions and/or adjustments in accordance with
regulatory policies if there is a change in the number of issued and outstanding Common Shares
resulting from a share split, consolidation, or other capital or corporate reorganisation.
Subject to a minimum exercise price of CAD 0.05, the options will be exercisable at a price which
is not less than the Market Price (as defined in the policies of the TSX-V) of the Company’s Common
Shares at the time the options are granted.
All current outstanding options vest over a three-year period (15% after one year, 35% after two
years and 50% after three years) and expire five years after the date of issue.
8. Major shareholders
As at the Last Practicable Date, insofar as it is known to the Company, the following shareholder,
beneficially holds, directly or indirectly, 5% or more of the issued Common Shares of the Company:
Shareholder Number of Common Shares Percentage of issued share
capital
Tremont 226 164 283 44.1%
Insofar as it is known to the Company, based on the assumption that 178.6 million Placing Shares
are issued and Tremont subscribes for its 44% of such shares (78.5 million Placing Shares), the
following shareholder is expected to beneficially hold, directly or indirectly, 5% or more of the issued
share capital of the Company immediately following the Private Placement and Secondary Listing:
Shareholder Number of Common Shares Percentage of issued share
capital
Tremont 305 026 622 44.1%
9. Financial information
Set out below are the loss, diluted loss, headline loss and diluted headline loss per Common Share
for the relevant financial periods:
Six months Six months Twelve months Twelve months
ended 30 June ended 30 June ended 31 ended 31
2017 (USD – 2016 (USD – December 2016 December 2015
cents) cents) (USD – cents) (USD – cents)
Loss per 0.70 0.45 1.11 1.81
Common Share*
Diluted loss per 0.70 0.45 1.11 1.81
Common Share*
Headline loss per 0.70 0.45 1.11 1.81
Common
Share**
Diluted headline 0.70 0.45 1.11 1.81
loss per
Common
Share**
* Extracted from Alphamin’s published financial results
** Calculated in accordance with the South African Institute of Chartered Accountants Circular
2/2015 - Headline Earnings
10. Significant changes
Other than the Private Placement and Secondary Listing, there have been the following changes in
the financial or trading position of the Company since 30 June 2017, being the date on which the
latest unaudited interim condensed consolidated financial information of Alphamin was prepared:
- In July 2017, the Company announced that it had raised gross proceeds of approximately
CAD 28.9 million by issuing a total of 82 514 134 units, comprising one Common Share and
one half of a warrant, at a price of CAD 0.35 per unit. This offering comprised a private
placement of 33 776 685 units for gross aggregate proceeds of CAD 11.8 million, a concurrent
non-brokered private placement of 37 380 306 units for gross aggregate proceeds of
approximately CAD 13.1 million, and the conversion of an existing CAD 3 million bridge loan
provided in advance of the offering into 11 357 143 units at a deemed exchange rate of
USD1:CAD1.325; and
- In November 2017, the Company announced that it had signed a definitive credit agreement
with Sprott Resource Lending (Collector), LP, Barak Fund SPC Limited and Tremont in respect
of a USD 80 million senior secured, non-revolving, term credit facility, which will be used for the
continued development of the Bisie tin project.
11. Working capital statement
The Board is of the opinion that, following the Private Placement and Secondary Listing, the working
capital of the Company will be sufficient for its present requirements, that is, for at least 12 months
from the Anticipated Listing Date.
12. Director’s statement
The Board confirms that, to the best of its knowledge and belief, the Company has adhered to all
legal and regulatory requirements of the TSX-V.
13. General company details and availability of documents
The Company was originally incorporated on 12 August 1981 in accordance with the laws of British
Columbia and was continued as a public company with limited liability in the Republic of Mauritius
on 30 September 2014 pursuant to a process provided for under the Companies Act, 2001 Mauritius
in terms of which a company incorporated under the laws of any country other than Mauritius may
apply to be registered as, and continue as, a company in Mauritius as if it had been incorporated in
Mauritius. The Company's registered office is at C2-202, Level 2, Office Block C, La Croisette,
Grand Baie, Mauritius. The Company is not required to be registered as an external company in
South Africa.
The Company's transfer secretaries in South Africa are Computershare Investor Services
Proprietary Limited, with its main place of business at Rosebank Towers, 15 Biermann Avenue,
Rosebank, Johannesburg, 2196.
Nedbank Limited, acting through its Corporate and Investment Banking Division (“NCIB”) has been
appointed as the Company’s South African Corporate Adviser, Investment Bank and JSE Sponsor.
NCIB is regarded as independent in terms of the JSE Listings Requirements and has put
procedures in place to ensure that the Sponsor unit exercises reasonable care and judgement to
achieve independence and objectivity in its professional dealings with Alphamin.
The Company's financial year end is 31 December. The financial statements of the Company are
IFRS-compliant and have been audited by PricewaterhouseCoopers Inc. (South Africa).
Shareholders and investors may refer to www.sedar.com for all relevant shareholder documents
and announcements, including:
- the constitution of Alphamin;
- the consolidated audited financial statements of the Company for the years ended 31
December 2014, 2015 and 2016;
- the unaudited condensed consolidated interim financial statements for the three and six months
ended 30 June 2016 and 2017;
- the announcement published by the Company on 19 July 2017 relating to the closing of
CAD 28.9 million equity financing;
- the announcement published by the Company on 13 November 2017 relating to the
USD 80 million term credit facility; and
- the Company’s updated feasibility study dated 23 March 2017 prepared in accordance with the
requirements of National Instrument 43-101 (Canada) (equivalent to a SAMREC and SAMVAL-
compliant Competent Person’s Report).
14. South African tax considerations
The following paragraphs contain a general summary of the South African tax implications of the
acquisition and ownership of Common Shares of the Company, for information purposes. This
summary is not comprehensive or determinative and should not be regarded as tax advice given
by the Company or any of its advisers.
This summary is based on the South African laws as in force and as applied in practice on the date
of this pre-listing announcement and is subject to changes to those laws and practices subsequent
to the date of this pre-listing announcement. In the case of persons who are non-residents of South
Africa for income tax purposes, it should be read in conjunction with the provisions of any applicable
double taxation agreement between South Africa and their country of tax residence.
South African dividends tax at 20% will be withheld on any foreign cash dividends declared and
paid by the Company to South African resident shareholders holding Common Shares listed on the
exchange operated by the JSE, subject to any applicable exemptions that may apply.
South African resident shareholders that dispose of their Common Shares of the Company listed
on the exchange operated by the JSE will be subject to either income tax (in the case of share
dealers) or capital gains tax (in the case of capital investors).
Investors should consult their own advisers and take advice as to the tax consequences arising
from or in relation to the acquisition and ownership of Common Shares in light of their particular
circumstances, including, in particular, the effect of any state, regional, local or other tax laws.
15. Exchange control
The South African Reserve Bank has approved the secondary inward listing of the Company on
the AltX board of the exchange operated by the JSE.
Currency and shares are not freely transferable from South Africa to any jurisdiction outside the
geographical borders of South Africa or jurisdictions outside of the Common Monetary Area
(collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland).
These transfers must comply with the South African Exchange Control Regulations. The South
African Exchange Control Regulations will also regulate the acquisition by former residents and
non-residents of the Common Monetary Area of Common Shares.
Investors who are resident outside the Common Monetary Area should seek advice as to whether
any governmental and/or other legal consent is required and/or whether any other formality must
be observed to enable an investor to acquire and/or hold Common Shares. If investors are in any
doubt regarding the application of the South African Exchange Control Regulations, they should
consult their own professional advisers.
Johannesburg
28 November 2017
Alphamin Resources Corp.
Alphamin’s registered office and postal address: C2-202, Level 2, Office Block C, La Croisette, Grand
Baie, Mauritius
Telephone: + 44 759 556 7793
Website: http://alphaminresources.com
South African Corporate Adviser, Investment Bank and JSE Sponsor
Nedbank Limited (acting through its Corporate and Investment Banking Division)
South African Legal Adviser
Hogan Lovells (South Africa) Inc.
Canadian Legal Adviser
Kirsh Securities Law Professional Corporation
Auditors
PricewaterhouseCoopers Inc. (South Africa)
South African Transfer Secretaries
Computershare Investor Services Proprietary Limited
Canadian Transfer Agent and Registrar
Computershare Investor Services Inc.
Company Secretary
Adansonia Management Services Limited
Important legal notice
This pre-listing announcement does not constitute or form a part of any offer or solicitation or
advertisement to purchase and/or subscribe for shares in any jurisdiction, including an offer to the public
for the sale of, or subscription for, or the solicitation or the advertisement of an offer to buy and/or
subscribe for, shares.
This pre-listing announcement does not constitute or form a part of any offer or solicitation or
advertisement to purchase and/or subscribe for shares in South Africa, including an offer to the public
for the sale of, or subscription for, or the solicitation or the advertisement of an offer to buy and/or
subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) (the
"Companies Act") and will not be distributed to any person in South Africa in any manner that could
be construed as an offer to the public in terms of the Companies Act.
This pre-listing announcement does not constitute a prospectus registered and/or issued in terms of the
Companies Act. Accordingly, this pre-listing announcement does not comply with the substance and
form requirements for prospectuses set out in the Companies Act and the South African Companies
Regulations of 2011 and has not been approved by, and/or registered with, the South African
Companies and Intellectual Property Commission, or any other South African authority.
This pre-listing announcement constitutes factual, objective information and nothing contained herein
should be construed as constituting any form of investment advice or recommendation, guidance or
proposal of a financial nature. The drafters of this pre-listing announcement are not financial services
providers licensed as such under the South African Financial Advisory and Intermediary Services Act,
37 of 2002 (as amended) in South Africa and nothing in this pre-listing announcement should be
construed as constituting the canvassing for, or marketing or advertising of financial services in South
Africa.
Investors should ascertain whether acquiring or holding the Common Shares of the Company, or any
of the transactions envisaged in this pre-listing announcement, is affected by the laws of the relevant
jurisdiction in which they reside and consider whether the Common Shares of the Company are a
suitable investment in light of their own personal circumstances and are, therefore, strongly
recommended to seek their own independent financial, tax and legal advice in light of their own
particular circumstances and investment objectives.
In this pre-listing announcement, information relating to Alphamin is given by the board of directors of
Alphamin solely based on information in relation to the Company and on the representation from the
Board that to the best of their knowledge and belief, the information in this pre-listing announcement in
so far as it relates to Alphamin is true and accurate and nothing has been omitted which is likely to
affect the importance of the information.
If you are in any doubt about the contents of this pre-listing announcement or the action you should
take, you are recommended to seek your own independent financial advice immediately from your
stockbroker, bank manager, attorney, accountant or independent financial adviser or from another
appropriately authorised independent financial adviser.
The release, publication or distribution of this announcement in jurisdictions other than South Africa
may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other
than South Africa should inform themselves about, and observe, any applicable requirements.
This announcement has been prepared for the purpose of complying with law and regulation in South
Africa and the information disclosed may not be the same as that which would have been disclosed if
this announcement had been prepared in accordance with the laws of jurisdictions other than South
Africa.
Caution regarding forward-looking statements
Information in this pre-listing announcement that is not a statement of historical fact constitutes forward-
looking information. Forward-looking statements contained herein include, without limitation,
statements relating to costs of production, success of mining operations, the ranking of the project in
terms of cash cost and production, economic return estimates, capital costs for the project, mineral
resource and reserve estimates, social, community and environmental impacts, and continued positive
discussions and relationships with local communities and stakeholders. Forward-looking statements
are based on assumptions management believes to be reasonable at the time such statements are
made. There can be no assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements. Although Alphamin has attempted to
identify important factors that could cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause results not to be as anticipated,
estimated or intended. Factors that may cause actual results to differ materially from expected results
described in forward-looking statements include, but are not limited to: Alphamin’s ability to secure
sufficient financing to advance and complete the Bisie tin project, uncertainties associated with resource
and reserve estimates, uncertainties regarding the estimation of future costs, uncertainties regarding
global supply and demand for tin and market and sales prices, uncertainties associated with securing
off-take agreements and customer contracts, uncertainties with respect to social, community and
environmental impacts, adverse political events, uncertainties with respect to optimisation opportunities
for the Bisie tin project, as well as those risk factors set out in the Company’s Management Discussion
and Analysis and other disclosure documents available under the Company’s profile at www.sedar.com.
Forward-looking statements contained herein are made as of the date of this announcement and
Alphamin disclaims any obligation to update any forward-looking statements, whether as a result of new
information, future events or results or otherwise, except as required by applicable securities laws.
Date: 28/11/2017 03:19:00 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.
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