Kibo Mining Plc KIBO RE-ADMISSION OF KIBO SHARES

  Kibo Mining Plc (KIBO) - RE-ADMISSION OF KIBO SHARES

RNS Number : 0232K
Kibo Mining Plc
15 August 2012




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: IE00B61XQX41

("Kibo" or "the Company")







RE-ADMISSION OF KIBO SHARES TO TRADING ON AIM AND THE JSE, EXECUTION OF GBP  3 
MILLION SHARE PURCHASE  FACILITY, AND  ACHIEVEMENT OF  REVERSE TAKEOVER  OFFER 
ACCEPTANCE THRESHOLDS





· Publication  of  Admission  Document  in  relation  to  reverse  takeover 
acquisitions of Mzuri Energy and Mayborn Resource Investments

· Suspension on AIM and JSE lifted

· GBP  3 million  share  purchase facility  to provide  additional  working 
capital

· First tranche under share purchase agreement priced at 2.5p per share

· 100% acceptances from Mayborn shareholders received

· 98.5% acceptances from Mzuri Energy shareholders received at this stage

· Extraordinary General Meeting to approve RTO acquisitions scheduled for 6
September 2012



Dated: 15 August 2012



Kibo Mining  plc  ("Kibo" or  the  "Company")  (AIM: KIBO),  (JSE:  KBO),  the 
Tanzania focused mineral  exploration and development  company, is pleased  to 
provide this update on the progress of its proposed all share acquisitions  of 
Mzuri Energy Limited ("Mzuri Energy")  and Mayborn Resource Investments  (Pty) 
Ltd ("Mayborn"). Mzuri Energy  and Mayborn hold  coal and uranium  exploration 
projects in Tanzania that have  significant potential and will complement  and 
enhance Kibo's portfolio of mineral projects in Tanzania.



Suspension Lifted with Publication of Admission Document



The acquisitions  of Mzuri  Energy and  Mayborn constitute  reverse  takeovers 
under the rules of the AIM and  JSE AltX markets and pursuant to these  rules, 
Kibo's ordinary shares  were suspended from  trading on AIM  and the JSE  AltX 
pending the publication of a new "Admission Document" setting our full details
on the acquisitions and on the enlarged group. Kibo is pleased to report  that 
it has now published this Admission  Document, and has received approval  from 
AIM and the  JSE for  the recommencement  of trading  in its  shares from  the 
opening of the markets on  15 August 2012, trading on  the JSE will be  halted 
until the commencement of trade in London. A copy of the Admission Document is
available on Kibo's website at www.kibomining.com.



Acceptance of Kibo's offers to shareholders of Mzuri Energy and Mayborn



The Company is also pleased to report that 100% of the shareholders of Mayborn
have accepted  its  offer to  acquire  their  Mayborn shares  subject  to  the 
fulfillment of  the  conditions  precedent to  the  Mzuri  Energy  acquisition 
agreement.



The Company is also  pleased to report  that over 98%  of the shareholders  of 
Mzuri Energy have  so far  accepted its offer  to acquire  their Mzuri  Energy 
shares subject to  the fulfillment of  the conditions precedent  to the  Mzuri 
Energy Limited Acquisition Agreement. Kibo expects that it will shortly  reach 
100% acceptances from Mzuri Energy shareholders.



These acceptance levels are  above the minimum  required acceptance levels  of 
51% for the acquisitions.



GBP 3 million Share Purchase Facility procured



The Company has entered into an agreement  with YA Global Master SPV Ltd  ("YA 
Global"), a specialist fund  managed by Yorkville Advisors  LLC, to provide  a 
standby funding facility for a period  of up to three years (the  "Facility"). 
Under the Facility YA Global will subscribe for ordinary shares in the Company
with a  minimum  gross subscription  proceeds  of GBP  500,000  (the  "Minimum 
Drawdown"). Subject to  certain conditions  under the  Facility, the  maximum 
gross subscription for ordinary shares in the Company which may be made  under 
the Facility will be GBP 3,000,000. The Facility will be drawn down in minimum
tranches of  GBP30,000 and  maximum  tranches which  cannot exceed:  (a)  such 
amount as would  result in YA  Global holding  more than 2.99%  of the  entire 
issued share capital of the Company or  0.99% if the Company is in a  takeover 
period; (b) an amount equal to 400% of the average daily traded volume of  the 
ordinary shares of the Company multiplied by the volume weighted average price
of the ordinary  shares (the  "VWAP") on  AIM for  the 10  trading day  period 
immediately prior to  the date  of the relevant  advance notice  or; (c)  such 
other amount as may be mutually agreed by the parties. The first tranche  will 
be drawn  down  at an  issue  price  of 2.5  Pence  per share.  An  amount  of 
GBP2.500.000 of the Facility  is optional and  can be drawn  down at the  sole 
election of the Company.



The cost of the Facility consists of a 2.5% commission on the Minimum Drawdown
reducing to a 2% commission on advances in excess of the Minimum Drawdown  and 
a 3.25% implementation  fee on the  maximum facility. Save  in respect of  the 
first advance (as detailed  above), ordinary shares  subscribed for under  the 
Facility will be issued at 95% of the average of the five lowest VWAPs  during 
the 20 trading  days immediately following  a request for  an advance or  such 
other period as the Company and  YA Global shall agree (the "Pricing  Period") 
for amounts up to the  Minimum Drawdown and at 95%  of the average of the  ten 
lowest VWAPs during  the Pricing Period  on amounts in  excess of the  Minimum 
Drawdown. The Company may set a  minimum acceptable price for ordinary  shares 
issued under the Facility which must be less than or equal to 90% of the  VWAP 
of the ordinary shares on the trading day immediately preceding the date of an
advance notice and must be  no lower than 105.3% of  the nominal value of  the 
ordinary shares. Such minimum acceptable price will not apply to amounts up to
£30,000 under the Minimum Drawdown.



Until such time as  the Minimum Drawdown has  been reached, the Company  shall 
grant warrants  to YA  Global exercisable  at the  subscription price  of  the 
respective advance if in respect of such  advance the amount that is equal  to 
400% of the average of the daily  value of ordinary shares traded for each  of 
the previous ten trading days is less than £30,000. The number of warrants  to 
be issued shall be, in each case, such  number of warrants as is equal to  the 
£30,000 divided by  the subscription price  for such advance  up to a  maximum 
value of £500,000 at the relevant subscription prices.



Extraordinary General Meeting and Closing



In fulfillment of part of the conditions precedent governing the Mzuri  Energy 
acquisition agreement,  the Company  has dispatched  a copy  of the  Admission 
Document to shareholders. The  Admission Document also  includes a notice  to 
shareholders convening an Extraordinary General  Meeting for 6 September  2012 
where, inter alia, shareholders will be asked to approve the implementation of
the Mzuri Energy acquisition agreement in accordance with its terms.



It is anticipated that the all share acquisitions of Mzuri Energy and  Mayborn 
will close and the enlarged share capital of Kibo will commence trading on AIM
and the JSE on the first trading day after the Extraordinary General Meeting.



Meaningful Support for Achievements



Commenting on  the progress  made towards  closing the  acquisitions of  Mzuri 
Energy and Mayborn, Kibo CEO Louis Coetzee said:



"These past weeks have been challenging  for smaller mining companies, and  we 
were greatly encouraged by the overwhelming support for the Mzuri  acquisition 
not only from the shareholders of Mzuri Energy and Mayborn, but also from many
of our own  shareholders who  have expressed  support in  anticipation of  the 
upcoming Extraordinary General Meeting.



We are particularly pleased that the Company has been able to procure a GBP  3 
million funding facility with  the level of  flexibility and optionality  that 
Yorkville has been  able to  provide. The Company  is now  well positioned  to 
pursue the closing  of the  Mzuri merger  over the  next three  weeks, and  to 
complete the integration of the enlarged group's projects in Tanzania over the
remainder of the summer. "





Enquiries:



Louis Coetzee +27 (0)83      Kibo Mining plc             Chief Executive
                    2606126                                            Officer

                                                                             
Stuart Laing        +61 8 94802500 RFC Corporate Finance     Nominated Adviser
                                   Limited                              on AIM
Andreas Lianos      +27 (0)83      River Group               Corporate Adviser
                    4408365                                                and

                                                            Designated Adviser
                                                                        on JSE
Nick Bealer         +44 (0)207     Cornhill Capital Ltd           Joint Broker
                    7109612
Matthew Johnson       +44 (0) 207  Northland Capital                         
                      9768800      Partners Limited
                                                                  Joint Broker
Tim Metcalfe          +44 (0) 207  Northland Capital              Joint Broker
                      9768800      Partners Limited
Matt Beale          +44 (0)7966    Fortbridge                 Public Relations
                    389196



Updates on  the  Company's activities  are  regularly posted  on  its  website 
www.kibomining.com



General Background & Strategy



Kibo is a public  company registered in Ireland  (company number 451931).  Its 
registered office is  Kibo Mining plc,  Suite 3, One  Earlsfort Centre,  Lower 
Hatch Street, Dublin 2, Ireland. Kibo was established in early 2008 to explore
and develop mineral deposits in Tanzania, East Africa and was admitted to  AIM 
on 27 April 2010 and AltX in South Africa on 30 May 2011.



The Board  of  Kibo is  composed  of professionals  whose  experience  include 
mineral exploration, mine development, mining  finance, tax, law, mergers  and 
acquisitions, and financial control of public companies. It is supported by  a 
competent and motivated Tanzanian staff  that operates from Kibo's  operations 
office in Dar es Salaam.



The mineral  assets of  the  Company comprise  three  existing and  two  newly 
acquired projects in Tanzania - Haneti (nickel, PGE and gold), Morogoro (Gold)
and Lake Victoria (Gold) which give Kibo  access to over 18,000 km^2 of  early 
stage exploration licences in Tanzania's premier gold mining region, the  Lake 
Victoria Goldfield and within the  newly emerging gold exploration regions  in 
eastern Tanzania.



The proposed acquisitions of  Mzuri Energy and Mayborn  will add the  advanced 
Rukwa thermal coal  project and  the Pinewood uranium  exploration project  to 
Kibo's portfolio of mineral projects in Tanzania.



The Rukwa and Pinewood projects  will provide Kibo shareholders with  exposure 
to an attractive portfolio of strategic energy assetsin Tanzania. Importantly,
they are situated within and close  to the Mtwara Corridor,an area where  the 
Tanzanian Government has committed  to significant infrastructure  development 
and which  has  seen  recent  multi-million  dollar  investment  in  coal  and 
coal-fired power stations and uranium exploration.



The  Rukwa  project  is  substantially  more  advanced  than  Kibo's  existing 
exploration projects,  with a  significant Mineral  Resource of  thermal  coal 
already defined. This provides  nearer term development and  commercialisation 
potential, complementing the  earlier stage  existing projects  held by  Kibo. 
This is further supported by the memorandum of understanding that has  already 
been entered into  with a major  Asian conglomerate for  the development of  a 
coal mine and mine-mouth coal-fired power plant based on the Rukwa project.

In addition, the Pinewood project encompasses a significant ground holding  of 
prospective Karoo sequence sedimentary  rocks. These sediments are  attracting 
considerable interest from international  companies exploring for uranium  and 
coal mineralisation following some notable discoveries in recent years.



Kibo's objective is to build shareholder  value in a sustainable manner.  This 
objective will  be pursued  primarily through  active exploration  of its  own 
projects and  by  using  the  Company's  experience  in  Tanzania  to  acquire 
attractive exploration and development assets on competitive terms that can be
moved swiftly up the value curve by using the company's own skills base whilst
also seeking  to  benefit  from  strategic  collaborative  relationships  with 
industry leaders who have special skills and competencies within their  chosen 
fields of focus. Kibo will undertake continual risk assessment of its projects
and take whatever actions it believes are necessary to ensure that these risks
are mitigated.



London

15 August 2012



Corporate and Designate Adviser

River Group





                     This information is provided by RNS
           The company news service from the London Stock Exchange

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