Bannerman Resources Limited

Bannerman Resources Limited

December 16, 2008 19:42 ET

Bannerman Resources Announces Board Changes and Issue of Draw-Down Notice

PERTH, AUSTRALIA--(Marketwire - Dec. 16, 2008) - Bannerman Resources Ltd (TSX:BAN) (ASX:BMN) ("Bannerman" or the "Company") an Australian-based uranium mine development and exploration company with uranium assets in Namibia, is pleased to announce the appointment of Mr James McClements as a non-executive director of the Company.

Mr McClements is a co-founder of Resource Capital Funds, which he has led since inception, and is responsible for the implementation of the Fund's investment strategy. Mr McClements has extensive experience in the resources industry, particularly in the field of resource financing and investing in junior mining companies globally. Prior to the launch of RCF in 1998, he was, for a period of four years, Senior Vice President and Director of N.M. Rothschild & Sons (Denver), and was responsible for the North American Resources banking. Prior to this, Mr McClements worked with Rothschild Australia Limited in Sydney, specializing in the financing of mining companies. Mr McClements is also a non-executive director of ASX-listed Murchison Metals Limited and Rey Resources Ltd. He holds an honours degree in Economics from the University of Western Australia.

Bannerman also advises that Mr Nathan McMahon, a non-executive director has tendered his resignation from the Board.

Bannerman Chairman Mr Geoff Stanley said: "Without Nathan's passion and belief in Bannerman, the potential of its projects, and the future of uranium industry, the Company would never have found itself in the strong strategic position in now enjoys. On behalf of the Board I thank Nathan for his contribution during his tenure as director."

"I am also very pleased to welcome James McClements to the Board. James' technical background and extensive mining industry experience, both in a private and listed company environment, will be invaluable to the Board."

"Bannerman intends to continue to build upon the capabilities of its board and management as it moves towards producer status at the Etango Project."

Drawdown under RCF Facility

Bannerman advises that it has issued a draw down notice of A$10 million under the Convertible Note Facility of up to A$20 million with Resource Capital Fund IV LP ("RCF"). The funds being drawn down will be used to further progress feasibility work on the company's flagship Etango Project in Namibia and for general corporate purposes.

"We are very pleased that this milestone has been achieved and the company continues to be on a sound financial footing. These funds will allow us to continue progressing the Etango Project through the recently expanded feasibility study, environmental permitting and project financing." Mr Jubber said.

"2009 promises to be a very exciting year for Bannerman."

Proposed Extraordinary General Meeting of Shareholders

Bannerman expects to convene an Extraordinary General Meeting ("EGM") of its shareholders in February 2009 to seek various approvals in relation to the RCF facility, among other things. Shareholder approval and certain Namibian regulatory approvals (which are expected to be received in the ordinary course) are conditions precedent to the drawdown of the second A$10 million standby tranche under the facility.

Drawdown of the second tranche is at the election of Bannerman.

The EGM will also consider resolutions to approve the award of share options to Mr Jubber pursuant to his contract of employment, as disclosed in the announcement to ASX of his appointment on 17 November 2008.

Terms of the Convertible Note

The conversion price for the first A$10 million tranche under the Facility is A$0.612 per share.

The standby tranche of A$10 million may be drawn down at the election of Bannerman and is subject to shareholder approval. The conversion price is the lower of A$0.612 per Share and the amount that represents 20% premium to the 30 day average weighted price of shares in the issuer as at the date the Standby Tranche is funded subject to a floor price of A$0.45 per Share.

The convertible note coupon rate is 8% per annum payable in arrears on 31 March, 30 June, 30 September and 31 December of each year. At Bannerman's election, the interest can be satisfied by the issue of new Bannerman shares at the VWAP over the five trading days ending the trading day immediately before the relevant interest payment date.

If not converted to shares a single bullet repayment is due 3 years from the date the First Tranche is funded.

Bannerman Resources is providing security for the debt with a fixed and floating charge over the assets including a share mortgage over the Issuer's 80% shareholding in Bannerman Mining Resources (Namibia) Pty Ltd. Material covenants include maintenance of working capital of A$3,000,000 and other usual non-financial covenants subject to ordinary course of trading exceptions.

Len Jubber, Chief Executive Officer

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