…Subscription to be made through Arabian Nubian Shield Resources Limited
KEFI Minerals plc (AIM: KEFI), the gold exploration and development company with projects in the Federal Democratic Republic of Ethiopia and the Kingdom of Saudi Arabia, officially announced that it has signed the Detailed Heads of Agreement (“HoA”) with the Ethiopian investors, as originally outlined in the announcement of 11 June 2018. The Ethiopian investors intend to make their investment of US$30-35 million (Birr-equivalent) via Arabian Nubian Shield Resources Limited (“ANS Resources”), a company which is in the process of incorporation.
ANS Resources’ injection of the first instalment of US$9 million (Birr-equivalent) is subject to completion of remaining due diligence and execution of the binding share subscription agreement, which are expected this quarter. ANS Resources’ injection of the balance is subject to full project finance closing proceeding, fully approved by the Ethiopian Government.
ANS Resources is being established as an investment vehicle to enable subscriptions by a number of identified Ethiopian financial insititutions and family offices. It is the intention that no one syndicate member will hold more than 10% of ANS Resources or have any involvement in the gold mining business.
Given demand, recent refinements to the proposed transaction (since KEFI’s announcement of 11 June 2018) include the right for ANS Resources to subscribe in local currency alongside the Government of Ethiopia for up to US$35 million (rather than the original US$30M) in new shares of Tulu Kapi Gold Mines Share Company Limited (“TKGM”). The final investment sum of ANS must not exceed that which preserves KEFI as majority shareholder of TKGM.
The requisite Government consents are that: (a) the historical equity capital investments in TKGM by KEFI’s subsidiary KEFI Minerals (Ethiopia) Limited (“KME”) be registered so that final equity percentage ownership can be confirmed, (b) that the planned subscription by ANS Resources be permitted by the Government waiving its pre-emptive rights on any share issue by TKGM, and (c) that ANS Resources be provided the right to appoint two Non-Executive Directors to TKGM’s Board of Directors.
The initial subscription of US$9 million (of the US$30-35 million) will be set aside into a locked account, with settlement commencing 31 August 2018 and completed no later than 30 September 2018 along with commitment to the full amount being invested by year-end alongside full project-finance commitments. The ANS Resources founders’ US$3 million subscription has already been committed.
Disbursement of the initial subscription funds is earmarked to commence any time from October 2018, to fund TKGM’s project finance closing costs and the first phase of the Tulu Kapi community resettlement, when triggered by the Regional Government of Oromia in consulation with TKGM. TKGM plans to use these equity funds for the initial project expenditures, with debt drawdown to follow.
Managing Director, Mr Harry Anagnostaras-Adams said “Project equity investor ANS Resources is being carefully structured to provide diversified local equity participation in Ethiopia’s first modern mine development for its exciting new gold sector. This approach also ensures clear Tulu Kapi Gold Project control by KEFI, as required by the planned non-equity financiers.
“ANS Resources represents a diversified group of financial investors assembled specifically for this transaction and its involvment will be a further significant milestone in unlocking the gold potential of the Tulu Kapi orebody and district.”
“Subscription by both the Government of Ethiopia and ANS Resources to project company TKGM implies a valuation of c. US$66 million to a residual KEFI holding of 54%. This compares with investment to date by KEFI shareholders (including shareholders which KEFI inherited from the previous project owner) of US$60 million. It also compares with the previously resported NPV of US$57-97 million (NPV at start of construction versus NPV at start of production) for KEFI’s proposed final interest in the Tulu Kapi open pit development, whilst ignoring any potential upside from underground mining, Tulu Kapi district exploration or its portfolio of targets in Saudi Arabia.
