Aberdeen International Inc.

Aberdeen International Inc.

August 22, 2005 09:05 ET

Aberdeen Signs Letter of Intent with Simmer and Jack for a Secured Gold Royalty Based Debenture on Buffels and Harties Mines in South Africa

TORONTO, ONTARIO--(CCNMatthews - Aug. 22, 2005) - Aberdeen International Inc. (TSX VENTURE:AAB) has entered into a binding letter of intent with Simmer and Jack Mines, Limited ("Simmers"), a public company listed on the Johannesburg Stock Exchange (Share code SIM), to provide Simmers with a loan facility of up to US$10 million to acquire the Northwest gold assets, comprising the Buffelsfontein (Buffels) and Hartebeesfontein (Harties) gold mines, approximately 100 km from Johannesburg, South Africa. The two mines are commonly referred to as the Northwest operations and were in full production until March 2005, when they were put into provisional liquidation by the former owners, DRDGold. Simmers has entered into an Interim Operating Agreement to treat surface material until the assets are acquired from the provisional liquidator through a scheme of arrangement to put the underground operations back into production. Aberdeen has an option to convert the debt to equity of Simmers at Rand $0.80 at any time after the first year of the loan, subject to shareholders approval. Simmers' management will use its best endeavors to obtain such approval for the conversion if exercised, failing which a 1% Net Smelter Return (NSR) will incept for the life of the Northwest project. The Simmers acquisition is subject to approval of all regulatory authorities in South Africa, in particular the Supreme Court.

The Secured Gold Royalty Based Convertible Debenture, for two tranches of US$5 million, will be for a three year term, will have a 3% coupon up to US$400/oz (2.5% thereafter) and a NSR tied to the price of gold, ranging from a 1.5% NSR at US$450/oz to a 5% NSR at gold prices of US$700 or higher, on a graduated scale. Repayment of the Loan, including interest is in U.S. dollars. Included in the first tranche of US$5 million is an amount of 10 million Rand to be advanced to Simmer & Jack on or before August 31, 2005 to assist in securing the Northwest operations. In the event that the Northwest operations are not successfully acquired, Simmer & Jack will pay back all funds advanced by Aberdeen on or before December 31, 2005. Simmers has the option of extending the term of the debenture for an additional two years with a penalty equal to 10% of the existing principal of the Loan at the time of the extension. Aberdeen has the option to convert the debt into equity in Simmers shares, subject to Simmers shareholder approval, at Rand $0.80 at any time after the first year of the loan. Simmers stock closed on Aug 15th 2005 at R0.55 per share. Before the upside from equity or the "tail royalty", the estimated Rate of Return at US$450 gold on this transaction for Aberdeen is 44%. The deal is subject to all regulatory approvals and entering into a definitive agreement with Simmers.

The security for the debenture will be the North Plant at the Northwest operations. This plant has a capacity of 130,000 tonnes per month and is fully permitted and ready to go back into operation.

By providing the loan, Aberdeen will gain a right of first refusal on all future Simmers financings involving project acquisitions and growth that require capital. Simmers estimates that the total acquisition and start up requirements for the Northwest operations alone will be in the order of about US$10 million.

The President of Aberdeen, Tony Wonnacott, said: "This is an exciting deal for Aberdeen. We have downside protection with the plant as security, and a large upside on royalty at higher gold prices. The option to convert our debt into Simmers equity gives us further leverage to, what was once one of the best South African gold operations. Simmers stated strategy to acquire undervalued assets and, with a strong management team, to make them profitable, could lead to additional transactions that would turn Aberdeen into a premier royalty company in South Africa."

Gordon Miller, CEO of Simmers said that the deal presented an attractive financing option for the junior gold miner: "A loan and royalty arrangement protects us against having to go the hedging route, as required by local lenders, and limits the down-side, while Aberdeen and Simmers stand to benefit substantially if the gold price goes up. This deal also raises Simmers' profile in North America, which will be extremely useful ahead of the company's intention to list on the Toronto Stock Exchange (TSX)," said Miller.

Aberdeen now plans to further strengthen its board and has added Stan Bharti, P. Eng, and Gerald McCarvill to its Board. Messrs Bharti and McCarvill have broad international experience in turn around situations. As co-founders of Desert Sun Mining, their experience in providing guidance to Simmers and Aberdeen in turn around situations will be of great value to the Board of Aberdeen.

Aberdeen will engage a special advisor from South Africa to assist with activities in the Country.


Simmer & Jack Mines, Limited (Simmers) is a gold mining company with operations in South Africa's North West and Mpumalanga provinces. Established in the 1880s by mining icon Cecil John Rhodes, Simmers recently underwent revitalization when its board was restructured in November 2004 with a view to recapitalizing the company.

A new executive team was appointed to drive the growth potential of the company with the aim of growing the company's gold production profile from that of a small, 10,000 ounce a year producer to potentially a 400,000 ounce producer over the next three to five years.

Simmers is a black economic empowerment (BEE) company that not only meets but exceeds the BEE ownership and control criteria of the South African Mining Charter and the Minerals and Petroleum Resources Development Act of 2002. In terms of a rights issue which closed on 12 July 2005, unlisted black economic empowerment company, Jaganda, acquired 51% of the issued share capital of Simmers, making it the first black-controlled producing gold mining company to be listed on the JSE.

The growth of Simmers resource base will be achieved through targeted surface and underground exploration as well as acquisition of disposals by Major gold producers of non-core reserves in South Africa. Two current acquisition projects include the bid for DRDgold's former Northwest assets, as well as the former Randfontein Estates Number Four Shaft. Simmers has had its application for new order mining rights over the latter accepted by the Department of Minerals and Energy. The right to mine had previously been held by Harmony Gold Mining Company Limited, and Simmers is in the process of negotiating with Harmony to purchase the assets and infrastructure of Randfontein Four Shaft. This new asset is to be acquired by Ezulwini Mining Company (Pty) Ltd ("Ezulwini") and will be mined in terms of an agreement between Simmers and BEE mining outfit, Waterpan Mining Consortium. Previous owners have reported a 26 million ounce SAMREC compliant Inferred Mineral Resource. Simmers is currently conducting a review of the Mineral Resources contained in Main Shaft Pillar. This review has the objective of converting 2.4 million ounces of Measured and Indicated Resources, to 1.5 million ounces of Proven and Probable Mineral Reserves by December 2005.

Simmers aims to attain low-cost producer status through the application of sound engineering principles and a focus on short-interval controls by skilled, experienced management familiar with the area and the assets they manage.

For more information, please visit www.simmers.co.za


Simmers is the preferred bidder for DRDGold's former Northwest operations that were placed under provisional liquidation in March 2005. Simmers has entered into an Interim Operating Agreement with the joint provisional liquidators in terms of which it will mine surface dumps, thereby generating revenue to assist with the financing of the holding expenses until the acquisition of the company is finalized. The company offered R45-million for the operations, which consist of the Buffelsfontein and Hartebeestfontein Gold Mines. The previous owners of the combined operations published SAMREC compliant measured, indicated and inferred mineral resources of 12.1 million ounces of gold and proven and probable reserves of 4.7 million ounces of gold. Simmers' aim is to operate the mine for at least the next decade.

Once the final terms of the scheme of arrangement to acquire the shares in Buffelsfontein Gold Mining Company Ltd has been finalized, the requisite regulatory approvals will be sought.

Simmers has already got the green light from organized labour, having entered into new, restructured conditions of employment with Solidarity, SAEWA (South African Equity Workers Association), UASA (United Association of South Africa) and the National Union of Mine Workers (NUM).

At its peak, the operations will provide 3 800 jobs. Simmers is confident that it can turn the operations around by introducing strong leadership, reducing costly corporate structures, minimizing overheads and improving production. Additionally, Simmers intends to invest capital to ensure adequate development and opening up takes place to support the 10 year life of mine plan.


Aberdeen International Inc. ("Aberdeen", or "the Company") is a Canadian Exploration and Royalty Company trading on the TSX Venture Exchange under the symbol AAB. Besides Aberdeen's intention to expand its Royalty portfolio in addition to the loan described above, the Company also holds several prospective exploration properties in a Canada and oil and gas interests in the United States. One of those properties, the Indata property, located in located in north central British Columbia, recently (see press release dated July 14, 2005) returned an intercept of 154 metres grading 0.20% copper including a higher-grade intercept of 0.37% copper over the last 24 metres. Aberdeen has an option to earn a 50% interest in this property by making $950,000 in cumulative exploration expenditures over a five year period. Work on the this property beginning in the mid-1980's has included drilling and grab sampling, including surface grab samples of one of the showings which averaged 1.04% copper and 0.39 g/t gold.

Aberdeen International Inc. is a Canadian based company listed on the TSX Venture Exchange under the symbol AAB.


Contact Information

  • Aberdeen International Inc.
    Tony Wonnacott
    (416) 861-5879
    (416) 861-8165 (FAX)