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Simberi Signs Definitive Agreement with Amari Holdings for Development of Kakanda
TORONTO, ONTARIO, Jun 25, 2007 (CCNMatthews via COMTEX News Network) --
Simberi Mining Corporation ("Simberi") (TSX VENTURE:SAU) announced today that it has entered into a definitive agreement (the "Definitive Agreement") with Amari Holdings Ltd ("AMARI") for the development of Simberi's Kakanda Copper/Cobalt project (the "Kakanda Project") in the Democratic Republic of Congo (the "DRC").
Simberi's press release dated May 2, 2007, announced that Simberi had entered into a Letter of Intent with AMARI with respect to the proposed acquisition by AMARI of up to a 65% interest in PTM Minerals (Cayman) Ltd. ("PTM"), a wholly owned subsidiary of Simberi (the "Proposed Acquisition"). PTM currently holds the right to enter into a joint venture (the "JV") with Gecamines (the State owned Mining Company in the DRC) relating to the development of the Kakanda Project.
Since entering into the Letter of Intent, the parties have been now finalized the terms of the Definitive Agreement that includes the following:
1. PTM and AMARI will jointly work together to negotiate and finalize the JV with Gecamines.
2. Over a 24 month period commencing on the date that the JV becomes effective (the "Commencement Date"), AMARI agrees to invest US$10 million (the "Investment") on an equity basis in PTM on a draw down basis as and when requested by PTM and, at a minimum, AMARI will ensure that PTM is sufficiently funded at all times through the Investment to facilitate necessary expenditures pursuant to the JV and to keep the Kakanda Project property in good standing. In exchange for the Investment, AMARI will receive common shares of PTM up to a maximum of 51% of the outstanding common shares of PTM upon completion of the full Investment.
3. AMARI will also receive an additional 14% (for at total of 65%) of the outstanding common shares of PTM upon completion by PTM of a feasibility study for the Kakanda Project.
4. Following the Commencement Date, PTM will be managed by a board of directors of which AMARI will have the right to appoint three directors and Simberi will have the right to appoint two. All decisions of the board of directors of PTM will be made by a simple majority vote excluding any decision relating to (i) the disposal of any interest in the Kakanda Project; or (ii) the use of the funds representing the Investment for any purpose other than the advancement of the Kakanda Project. Approval of these matters will require unanimous consent of both parties.
5. Following the Commencement Date, PTM will appoint AMARI to be the manager of the Kakanda Project.
The right of AMARI to obtain a 65% shareholding in PTM is conditional upon receipt of final approval from the TSX Venture Exchange and approval from the Simberi shareholders. Simberi will be mailing tomorrow materials to its shareholders relating to an annual and special meeting of shareholders scheduled for July 18, 2007. At that meeting, approval will be sought for, amongst other things, the entering into by Simberi of the Definitive Agreement.
AMARI is an African based and Central African focused mining investment company with a track record of successful exploration through to mine development and mine management. Its in-house expertise encompasses all aspects of geology, resource quantification, process and plant design and construction, mining operations and resource production management. AMARI has investments in various listed and unlisted mining resource and mining service companies. AMARI has specific operating experience in the DRC.
The management of AMARI and Simberi are very pleased with this combination of their technical and financial resources. In addition to AMARI's substantial experience in developing mining projects in Africa, there are significant synergies and complementary skills and resources between the two companies that should assist in expediting the development of the Kakanda Project to its full potential.
About Simberi:
Simberi is a junior resource company focused on the exploration and acquisition of developed low cost precious and base metal projects internationally. The company's main exploration project is the Kakanda Project. Simberi is also involved in several exploration joint venture projects in Australia.
This press release includes certain "Forward-Looking Statements" within the meaning of the US Private Securities Reform Act of 1995. Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted.
SOURCE: Simberi Mining Corporation