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Acquisition of CMC Guernsey Limited, Proposed Board Appointments and Operational Update

16 March 2012

West African Minerals Corporation

(“WAFM” or the “Company")

Acquisition of CMC Guernsey Limited, Proposed Board Appointments and Operational Update

 

Highlights

 

  • CMC Guernsey becomes a wholly-owned subsidiary of the Company with the issue of 71,097,187 new Ordinary Shares to the minority shareholders to acquire remaining 34.51% interest;
  • Acquisition increases WAFM’s interest from 62.2% to 95% in its six exploration permits in Cameroon;
  • Brad Mills and Anton Mauve proposed as new executive directors and Serge Ngandu to step down as COO;
  • In Cameroon, a detailed, high resolution, aeromagnetic survey over the six permits has recently been completed and is being interpreted;
  • In Sierra Leone, initial reconnaissance drilling on licence EL.06/11 has confirmed the presence of near-surface, enriched mineralised zones over intervals of between 3 and 12 metres and EL.07/11 is being prepared for drilling.

 

Stephen Dattels, CEO and Executive Co-Chairman of WAFM, commented:

“We are delighted to have concluded this transaction and to welcome Brad and Anton onto the Board. They will bring exceptional industry and operating experience to the Board. I would also like to extend, on behalf of the Board, our thanks to Serge Ngandu for his efforts to advance the Company’s assets and wish him all the best for the future. We are excited by the progress being made on the ground in both Cameroon and Sierra Leone and look forward to updating shareholders as exploration activities continue.”

West African Minerals Corporation (AIM: WAFM), an iron ore exploration company, is pleased to announce that it has today acquired the remaining 34.51 per cent. interest in CMC Guernsey Limited (“CMC Guernsey”) held by the minority shareholders, being Plinian Guernsey Limited, Generation Resources Holdings Limited, Generation Resources Limited and Deltec Bank & Trust Limited (together the “Minority Shareholders”) (the “Acquisition”). Following completion of the Acquisition, CMC Guernsey will become an indirect wholly-owned subsidiary of the Company. 

CMC Guernsey, through its 95 per cent. owned subsidiary Compagnie Minière du Cameroun SA, owns six exploration permits for the exclusive rights to explore for iron ore and associated minerals in areas referred to as Djadom, Dja, Lélé, Minko, Sanaga and Binga in Cameroon covering a total area of approximately 6,000 square kilometres. Sundance Resources Limited and Afferro Mining Inc. are both developing iron ore projects near the Group's permits in Cameroon. Historical aeromagnetic data indicate a continuation of the total magnetic intensity signature eastwards from Sundance Resources' Mbalam project into two of the Group’s licence areas.

As consideration for the Acquisition, WAFM has issued to the Minority Shareholders a total of 71,097,187 new Ordinary Shares in the Company (the “Consideration Shares”) representing approximately 27.5 per cent. of the Enlarged Share Capital. Based on the Closing Price of an Ordinary Share on 15 March 2012 of 25.38 pence, the Consideration Shares are valued at approximately £18 million. The Consideration Shares will rank pari passu with the existing Ordinary Shares and application will be made for the Consideration Shares to be admitted to trading on AIM, which is expected to occur on or about 22 March 2012.

Pursuant to the terms of the Acquisition, the Minority Shareholders will receive the following Consideration Shares:

Minority Shareholder

Consideration Shares

Percentage of the Enlarged Share Capital

Deltec Bank &Trust Limited

4,997,956

1.9%

Generation Resources Holdings Limited

22,934,857

8.9%

Generation Resources Limited

11,926,568

4.6%

Plinian Guernsey Limited

31,237,806

12.1%

The principals of Plinian Guernsey Limited include Mr Bradford Mills who is also a director of CMC Guernsey and Mr Anton Mauve. As a result, the Acquisition is a related party transaction under the AIM Rules. Accordingly, the Directors of the Company (none of whom have an interest in the Consideration Shares) believe, having consulted with Beaumont Cornish Limited, the Company's Nominated Adviser, the terms of the Acquisition to be fair and reasonable insofar as Shareholders are concerned. In particular, the Directors believe that the Acquisition provides an opportunity for the Company to take full operational control of its major asset in Cameroon at an attractive valuation.

The terms of the Acquisition also entitle Generation Resources Holdings Limited, Generation Resources Limited and Deltec Bank & Trust Limited (together the “CMC Founders”) to nominate a director to the Board for so long as the CMC Founders collectively continue to own 10 per cent. or more of the issued share capital of the Company (the “CMC Founders Nominee”). Furthermore, for a period of 18 months from the completion of the Acquisition (the “Completion Date”), subject to the CMC Founders being collectively interested in greater than 10 per cent. of the issued Ordinary Shares of the Company, WAFM has undertaken to the CMC Founders that the Company will invite the CMC Founders to participate in any fundraising by the Company pro rata to their respective interest at such times.

The Minority Shareholders, Mr Mills and Mr Mauve have each executed lock-in arrangements pursuant to which they shall not dispose of their Consideration Shares before 9 January 2013 (being the period of the lock-in for all Directors following the readmission of the Ordinary Shares to trading on AIM on 9 January 2012).

 

Board Changes

The Company has also agreed pursuant to the Acquisition Agreement, subject to completion of all regulatory checks in accordance with the AIM Rules, to appoint Bradford Mills as Executive Vice Chairman and Anton Mauve as Managing Director of the Company. Bradford Mills and Anton Mauve are principals of Plinian Capital Limited which has acted as operator of CMC Guernsey. 

Brad Mills is Managing Director at Plinian Capital Limited, a private mine investment company and is also currently serving as Chief Executive Officer of Mandalay Resources Corporation, a Canada-based mining company listed on the Toronto Stock Exchange, involved in the discovery, development and production of mineral commodities including gold, silver and antimony in Australia and Chile. Mr Mills was previously Chief Executive Officer of Lonmin plc, a major platinum and platinum group metals (PGM) producer from 2004 to 2008. Prior to that, he was President at BHP Billiton's Base Metals Division. Mr Mills is also a non-executive director of Norilsk Nickel, a major producer of nickel and palladium, and one of the largest global producers of platinum and copper.

Anton Mauve is a qualified geologist with over twenty years of experience in the resource industry and who previously held senior executive roles at Lonmin Platinum. Mr Mauve holds an MBA, an MSc in Science in engineering and a BSc (hons) in geology and is registered as a Professional Natural Scientist in South Africa.

Brad Mills and Anton Mauve will on appointment receive options to subscribe for 2.8 million and 1.4 million Ordinary Shares respectively at a price equal to the volume weighted average price of Ordinary Shares for the five dealing days that end on 22 March 2012, exercisable until the fifth anniversary of the Completion Date and vesting over a three year period from the Completion Date with a third vesting on each anniversary of the Completion Date. 

On completion of the Acquisition, the Company will become the operator of CMC Guernsey and the current operator agreement will be terminated in consideration for a payment of US$200,000 to Generation Group Limited. In light of the Acquisition and proposed appointment of new executive officers of the Company, Mr Serge Ngandu has agreed to step down as Chief Operating Officer of the Company, effective from 13 March 2012.  

 

Operational Update

Cameroon

In Cameroon, the Company is targeting potentially high tonnage, 60-65% Fe content, hematite-rich mineralisation that is regionally known to occur as a cap overlying, and derived from weathering and oxidation of, underlying banded iron formations. These iron formations typically have prominent magnetic signatures that readily lend themselves to delineation by magnetic surveys. A detailed, high resolution, aeromagnetic survey over the Group’s six exploration permits has recently been completed and interpretation and prioritisation of targets by the geophysist (Dr Ian Basson) is underway. Survey results with interpretations will be released to the market as they become available. Interpretation of the Minko and Binga licence data is currently underway and completion of the interpretation for all licences is expected by the end of the first half of the year. Field work to validate identified targets and prepare for follow up exploration will commence once the Company receives the completed geophysical reports.

Sierra Leone

In Sierra Leone, the Company is targeting enriched hematite schist with a 40-50% Fe content. These schists, typical of the Marampa Group, underlie the majority of the licence areas and have been shown (by nearby operators) to potentially be upgradeable to a fines product of 65% Fe. To date, the exploration team has completed approximately 950 metres of reconnaissance diamond-core drilling on licence EL.06/11 (the “Yankambu-Madembe Area”). This drilling has confirmed the presence of near-surface, enriched mineralised zones over intervals of between 3 and 12 metres. This core is currently being logged and sampled.  In addition to the drilling on EL.06/11, field mapping and prospect pitting is being conducted on licence EL.07/11 (or the “Port Loko” area) in preparation for reconnaissance drilling. In addition, logistical, metallurgical and infrastructural studies have been commissioned to establish the economic parameters for possible future development of these licence areas.

 

Further AIM disclosures

The directorships and/or partnerships held by Bradford (Brad) Alan Mills, aged 57, in the previous five years are as follows:

Current

Past

CMC Guernsey Limited

Lonmin Plc

Mandalay Resources Corporation

 

MMC Norilsk Nickel

 

Plinian Capital Limited

 

Plinian Guernsey Limited

 

The directorships and/or partnerships held by Anton Christopher Mauve, aged 45, in the previous five years are as follows:

Current

Past

Plinian Capital Limited

 

There is no further information on Mr Mills or Mr Mauve required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.

As at 30 September 2011 CMC Guernsey’s total assets and net assets amounted to US$12,915,781 and US$12,807,077 respectively. In the six months ended 30 September 2011 CMC Guernsey made a loss before tax of US$267,457.

Following the issue of the 71,097,187 new Ordinary Shares, there will be a total of 258,949,579 Ordinary Shares in issue with voting rights of no par value. The Company does not hold any Ordinary Shares in Treasury.  Therefore the total number of Ordinary Shares in the Company with voting rights will be 258,949,579 and this number should 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 under the Financial Service Authority’s Disclosure and Transparency Rules.

-- Ends –

 

The technical information contained in this announcement has been reviewed by Dr Brendan Clarke, the Geological Operations Manager of The MSA Group. Dr Brendan Clarke is a Member of the Geological Society of South Africa and a Professional Natural Scientist (Pr.Sci.Nat) registered with the South African Council for Natural Scientific Professions. Dr Clarke has sufficient experience relevant to the style of mineralisation under consideration and to the activities which are being reported, to qualify as a Qualified Person for the purposes of this announcement.

A copy of this announcement is available from the Company's website being www.westafricanminerals.com.

 

For further information:

West African Minerals Corporation

Denham Eke

+44 (0) 1624 639396

Beaumont Cornish Limited

(Nominated Adviser)

Roland Cornish

Michael Cornish

+44 (0)20 7628 3396

Evolution Securities Limited

(Broker)

Neil Elliot

Chris Sim

+44 (0)20 7597 5970

GTH Communications

Toby Hall

Suzanne Johnson Walsh

+44 (0) 20 3103 3902

 

Attachment: Defined Terms

 

The following definitions apply throughout this announcement, unless the context requires otherwise:

“Acquisition”

the acquisition by the Company of the issued shares of CMC Guernsey not already owned by the Company;

“AIM”

the AIM Market operated by the London Stock Exchange plc;

“AIM Rules”

together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers as published by the London Stock Exchange plc from time to time;

“AIM Rules for Companies”

the rules and guidance notes for companies with a class of securities admitted to AIM as published and from time to time amended by the London Stock Exchange plc;

“AIM Rules for Nominated Advisers”

the rules for nominated advisers as published and from time to time amended by the London Stock Exchange plc;

“Board” or “Directors”

the board of directors of the Company from time to time;

“Closing Price”

the end of day quotation price of an Ordinary Share as published in the Daily Official List on 15 March 2012 being 25.38 pence per Ordinary Share;

“CMC Founders”

Generation Resources Holdings Limited, Generation Resources Limited and Deltec Bank & Trust Limited;

“CMC Founders Nominee”

the director of the Board nominated by the CMC Founders;

“CMC Guernsey”

CMC Guernsey Limited, a company registered and incorporated in Guernsey with registration number 53517;

“Company” or “WAFM”

West African Minerals Corporation, a company registered and incorporated in the British Virgin Islands with company number 1415559;

“Completion Date”

the date on which the Acquisition was completed;

“Consideration Shares”

71,097,187 new Ordinary Shares issued fully paid to the Minority Shareholders;

“Enlarged Share Capital”

the Ordinary Shares in issue immediately following the Acquisition, inclusive of the Consideration Shares;

“Group”

the Company and its subsidiary undertakings;

 

“Minority Shareholders”

Plinian Guernsey Limited, Generation Resources Holdings Limited, Generation Resources Limited and Deltec Bank & Trust Limited;

“Ordinary Shares”

shares of no par value in the Company; and

“Shareholder”

a holder of Ordinary Shares.

 

Glossary of Technical Terms

 

banded iron formation (BIF)

a distinctive type of rock often found in Precambrian sedimentary rocks; the structure consists of repeated thin layers of iron oxides, either magnetite or hematite, alternating with bands of iron-poor silica rich shale and chert

Fe

chemical symbol for iron

hematite

a reddish or bluish-grey oxide of iron (Fe2O3) which is not magnetic

schist

a crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals

tonnage

quantities where the ton is an appropriate unit of measure. Typically used to measure reserves of metal-bearing material in-situ or quantities of ore and waste material mined, transported or milled

weathered

altered and broken down as a result of reactions with the chemical elements in the atmosphere or as a result of mechanical processes such as the effects of heat or pressure