LONDON, UNITED KINGDOM -- (Marketwired) -- 07/04/13 -- Premier African Minerals Ltd. ("PREM") announces that PREM acquired control over an aggregate of 120,000,000 common shares ("Common Shares") of Ethiopian Potash Corp. ("EPC") as part of a series of transactions (the "Transactions"), including the acquisition by EPC of all of the issued and outstanding shares of G and B African Resources SARL ("G&B Togo") and G and B African Resources Mali SARL ("G&B Mali"), which hold certain exploration permits in Togo and certain exploration authorizations in Mali (the "Mali Exploration Authorizations"), respectively, from PREM. The Transactions were approved by shareholders of EPC at an annual and special meeting held on June 30, 2013 (the "Meeting"). The 120,000,000 Common Shares represent approximately 42% of the issued and outstanding Common Shares. George Roach, the Chief Executive Officer of PREM and Chairman and Chief Executive Officer of EPC, through family trusts, of which Mr. Roach may be a beneficiary, indirectly controls 16,993,774 Common Shares, representing 14% of the issued and outstanding Common Shares immediately prior to the Transactions.
In addition to the foregoing, for purposes of applicable Canadian securities laws, George Roach may be considered to be acting jointly or in concert with PREM, as each of them beneficially owns or exercises control or direction over securities of EPC as described above. Accordingly, for purposes of applicable Canadian securities laws, George Roach and PREM, as a result of the Transactions may be considered to beneficially own or exercise control or direction over an aggregate of 136,993,774 Common Shares, representing approximately 56% of the Common Shares, calculated in accordance with applicable Canadian securities laws.
The securities of EPC referred to in this release were acquired by PREM for investment purposes. PREM intends to review its investment in EPC on a continuing basis. Depending on various factors including, without limitation, EPC's financial position, the price levels of the securities of EPC, conditions in the securities markets and general economic and industry conditions, PREM's business or financial condition and other factors and conditions PREM deems appropriate. PREM may in the future take such actions with respect to its investment in EPC as PREM deems appropriate including, without limitation, acquiring, selling or otherwise disposing of securities of EPC. In addition, PREM may formulate other purposes, plans or proposals regarding EPC or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in this release.
As a result of civil unrest and war-like conditions caused by rebel groups in Mali, the uncertainty regarding the status of the Mali Exploration Authorizations and the inaccessibility of G&B Mali's projects, EPC and PREM have entered into an escrow agreement (the "Mali Escrow Agreement"). Pursuant to the Mali Escrow Agreement, EPC has deposited into escrow all necessary shareholder directions and other notifications required to effect the transfer of the shares of G&B Mali to EPC and PREM has deposited into escrow the 20,000,000 Common Shares received as payment for the sale of the shares of G&B Mali to EPC.
Pursuant to the Mali Escrow Agreement, in the event that EPC and PREM have delivered to the escrow agent appointed thereunder, an irrevocable joint release and direction (the "Joint Release") prior to June 30, 2014 (the "Termination Date") to the effect that (A) each of a (i) compliant Canadian National Instrument 43-101 Technical Report and (ii) title opinion, on the properties underlying the Taoudeni-Oglat project have been submitted to, and accepted by, the TSX Venture Exchange, and (B) the transfer of the shares of G&B Mali to EPC has taken effect, the escrow agent will immediately release from escrow the 20,000,000 Common Shares to PREM.
In the event the Joint Release has not been received by the escrow agent prior to the Termination Date, the escrow arrangement provided under the Mali Escrow Agreement will immediately terminate on the Termination Date and each of EPC and PREM will be required to re-convey or return to the other the securities that it acquired in the acquisition of G&B Mali, thereby "unwinding" or effectively cancelling the previously completed acquisition of G&B Mali.
In addition, as part of the acquisition of G&B Togo, PREM shall be entitled to nominate two directors to the board of EPC while PREM's shareholding remains above 30% of the issued share capital of EPC.
Neither the issuance of this news release in connection with the matters disclosed in this news release nor the anticipated filing by PREM of the corresponding "early warning" report required to be filed in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.
PREM's address and other contact information is set forth below. For further information, including to obtain a copy, once filed, of the "early warning" report required to be filed in accordance with applicable Canadian securities laws, contact PREM at the address specified below.
Premier African Minerals Ltd.Craigmuir ChambersPO Box 71Road TownTortolaBritish Virgin IslandsAttn: Pamela HuestonTel: +44 (0) 755 778 3855
Premier African Minerals Ltd.
+44 (0) 755 778 3855