Bannerman Resources Limited: Ownership Consolidation, Debt Extinguishment & New Funding

PERTH, AUSTRALIA--(Marketwired - Nov. 11, 2015) - Further to the Company's announcement on 28 October 2015, Bannerman Resources Limited (ASX:BMN)(TSX:BAN)(NAMIBIAN:BMN) ("Bannerman" or the "Company") is pleased to confirm that it has reached agreement with the Company's major shareholders, Resource Capital Fund IV L.P. and Resource Capital Fund VI L.P. ("RCF IV" and "RCF VI" respectively and "RCF" collectively), and with Mr Clive Jones, a director and shareholder of the Company, in relation to proposed transactions that would deliver a significant project ownership and balance sheet restructure. The full report is available on Bannerman's website at www.bannermanresources.com and on SEDAR (www.sedar.com).

The transactions below, which are conditional and subject to shareholder approval, would result in Bannerman moving to 100% ownership of the Etango Project, becoming debt free and receiving net new funding of A$4 million:

• Acquisition of the minority interest (20%) in the Etango Project from the current owners (represented by Mr Clive Jones) for payment of approximately 123.4 million new Bannerman shares (which will represent approximately 17.4% of the enlarged issued share capital of the Company) and A$1 million in cash;
• Extinguishment of the A$12 million convertible notes through:
  • conversion of A$8 million of the convertible notes held by RCF into Bannerman shares at the given conversion price of A$0.075 per share;
  • sale of a 1.5% royalty over the Etango Project to RCF for A$6 million, comprising A$2 million in cash and extinguishment of the residual convertible notes held by RCF (comprising A$4 million); and
• A$3 million capital raising through an equity placement of approximately 63.3 million new Bannerman shares to RCF VI at A$0.0474 per share.

The shareholdings of RCF IV and RCF VI would move to approximately 20.4% and 19.3% of Bannerman's issued share capital respectively. The shareholding of Mr Clive Jones has the potential to increase to approximately 19.6%, assuming that all relevant shares are issued to him rather than his nominees. A summary of the key terms of the proposed transactions are set out in the schedule to this announcement.

The Company has applied for waivers of ASX Listing Rules 6.18, 10.7 and 10.13.3 in respect of the proposed transactions and will update shareholders if and when such waivers are obtained. The transactions remain subject to shareholder approval and other approvals, including renewal of EPL 3345 by the Namibian Ministry of Mines and Energy. The details of a Shareholders' Extraordinary General Meeting will be confirmed in the coming weeks.

Bannerman Chief Executive Officer, Len Jubber, said:

"Moving to 100% ownership of the world class Etango project is something we have long sought to achieve. In addition to the greater economic interest, consolidation of the holding structure is expected to provide considerable structural benefits when project financing is sought for development of Etango. The transactions with RCF deliver us a debt free balance sheet with new funds that allow Etango to be taken to the next stage."

Len Jubber

Chief Executive Officer

Conference Call

Len Jubber (Managing Director and CEO) will host a conference call to discuss the Company's recent activities at 9.00am Australian Eastern Daylight Time ("AEDT") on Thursday 12^th November 2015.

The conference call includes Q & A participation. Please dial in five minutes before the conference starts and provide your name and Conference ID.

A recording of the conference call will be available on the Company's website later in the day.

About Bannerman - Bannerman Resources Limited is an ASX, TSX and NSX listed exploration and development company with uranium interests in Namibia, a southern African country which is a premier uranium mining jurisdiction. Bannerman's principal asset is its 80%-owned Etango Project situated near Rio Tinto's Rössing uranium mine, Paladin's Langer Heinrich uranium mine and CGNPC's Husab uranium mine currently under construction. A definitive feasibility study has confirmed the technical, environmental and financial (at consensus long term uranium prices) viability of a large open pit and heap leach operation at one of the world's largest undeveloped uranium deposits. In 2015, Bannerman is conducting a large scale heap leach demonstration program to provide further assurance to financing parties, generate process information for the detailed engineering design phase and build and enhance internal capability. More information is available on Bannerman's website at www.bannermanresources.com.