JUBILEE METALS GROUP PLC - Jubilee Acquires Significant Equity Position in BMR Group Plc

Jubilee Acquires Significant Equity Position in BMR Group Plc

Jubilee Metals Group PLC
Registration number (4459850)
AltX share code: JBL
AIM share code: JLP
ISIN: GB0031852162
("Jubilee" or “Company")


Jubilee Acquires Significant Equity Position in BMR Group Plc (“BMR”) (AIM:BMR)


HIGHLIGHTS

    -   Jubilee to acquire a 29.01% interest in the enlarged issued share capital of BMR (“Acquisition”)
    -   Increases Jubilee’s effective interest in the Zambian Kabwe project to 57.41% subject to
        Jubilee’s election to execute the Kabwe Project
    -   JORC compliant lead and zinc in Kabwe Dumps is estimated at 164 000 tonnes of zinc and
        272 000 tonnes of lead excluding the further significant non-JORC compliant surface resources
        and the contained vanadium
    -   Ongoing due diligence has confirmed understanding of size and quality of the Kabwe lead, zinc
        and vanadium surface assets
    -   Testwork performed confirming the process characteristics for metals recovery
    -   Jubilee to work with the BMR board to fast track other similar opportunities identified in the
        country
    -   Jubilee representation on the BMR board and right to appoint senior executive to BMR’s
        Zambian subsidiary Enviro Processing Limited (“EPL”), holder of the Kabwe Project


Leon Coetzer, CEO of Jubilee commented:

“This strategic acquisition is consistent with our stated mission to take our brand into low risk surface
projects in other commodities and other countries.

The Acquisition secures Jubilee the right to a significantly increased effective interest in the Kabwe
project which is dependent only on our decision to progress the Kabwe project, which remains subject
to the completion of our due diligence. I expect to conclude our decision on whether to proceed with
the Kabwe project and on what project design parameters, by the 28th of February 2018.

The Acquisition also provides Jubilee the benefit of the in-country presence that BMR has established.
This gives us the opportunity to fast track our entrance into Zambia for other targeted projects.

Our on-going due diligence of the Kabwe project has confirmed our understanding of the significant
size and quality of the various surface assets. I was particularly encouraged by our metal recovery
trials which included the leachability of the zinc, lead and the vanadium. These results confirmed the
recoverability of the targeted metals. Our due diligence now focusses on working with the BMR team
to establish the optimal recovery route for extracting the metals both from a commercial perspective
as well as in an environmentally responsible manner.

I look forward to realising the full potential of this investment for the benefit of all our stakeholders.”

Transaction Overview

Jubilee has agreed to acquire, conditional only on admission to trading on AIM, a total of 97 371 298
new ordinary shares of BMR (“BMR Subscription Shares”), which equates to 29.01% in the enlarged
share capital of BMR, for a total consideration of GBP 500 000 cash and the issue of 63 166 969 new
ordinary shares of Jubilee (“Jubilee Subscription Shares”). In addition BMR will offer Jubilee an
executive seat on the BMR board as well as an executive seat on the EPL board.

Based on the closing price of each Jubilee ordinary share on 11 January 2018 of 3.65 pence, the Jubilee
Subscription Shares element of the consideration equates to GBP 2 305 594.

Under the terms of the subscription and subject to Jubilee holding more than 15% of BMR’s issued
share capital, Jubilee is entitled to appoint an executive director to the Board of BMR and to the board
of BMR’s subsidiary EPL. Both the Company and BMR are subject to lock-in and orderly market
arrangements for the trading of each of the party’s subscription shares for a period of 12 months on
normal market terms, such that neither company may sell more than 25% of the Subscription Shares
during the first six months and 50% of the Subscription Shares during a period of six months thereafter.

The Jubilee Subscription Shares have been issued, conditional on Admission (as defined below), as
fully paid and rank pari passu in all respects with the existing ordinary shares, including the right to
receive all dividends and other distributions declared on or after the date on which they are issued.

Application will be made for the Jubilee Subscription Shares to be admitted to trading on AIM and to
be listed on the AltX of the JSE Limited, which is expected to take place on or around 19 January 2018
(“Admission”).

Following Admission, the Company's total issued share capital will comprise 1 306 527 911 ordinary
shares. As the Company does not hold any Ordinary Shares in treasury, this figure may be used by
shareholders in the Company as the denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their interest in, the share capital of the
Company following Admission.

Upon admission, BMR’s aggregate holding in Jubilee will amount to 63 166 969 ordinary shares
(representing 4.83% of the enlarged Jubilee share capital) and Jubilee’s holding in BMR will amount to
97 371 298 ordinary shares (representing 29.01% of the enlarged BMR share capital). It is also noted
that Colin Bird and Tiger Resource Finance PLC, a company of which Colin Bird is a director and
shareholder, own in aggregate 3 006 250 BMR ordinary shares.

Please refer to the BMR website for more detail on the company and its activities which can be
reached at www.bmrplc.com.

Andrew Sarosi, Director of Jubilee, who holds a B.Sc. Metallurgy and M.Sc. Engineering, University of
Witwatersrand and is a member of the Institute of Materials, Minerals and Mining, is a
“qualified person" as defined under the AIM Rules for Companies and a competent person under the
reporting standards. The technical parts of this announcement have been prepared under Andrew's
supervision and he has approved the release of this announcement.

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.


15 January 2018

Contacts

Jubilee Metals Group PLC

Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913
Andrew Sarosi
Tel +44 (0)1752 221937

JSE Sponsor

Sasfin Capital, a member of Sasfin group
Sharon Owens
Tel +27 (0)11 809 7500

Nominated Adviser

SPARK Advisory Partners Limited
Mark Brady/Andrew Emmott
Tel: +44 (0)203 368 3551

Broker

Beaufort Securities Limited
Jon Belliss
Tel: +44 (0)20 7382 8300

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