Mukuba Resources Limited

TSX VENTURE : MKU


Mukuba Resources Limited

January 21, 2013 13:40 ET

Mukuba Resources Signs Acquisition Agreement to Consolidate the Cominex Copper Project in the DRC

Mukuba Announces Concurrent Financing and to Be Renamed "Ngoyo Resources Ltd."

TORONTO, ONTARIO--(Marketwire - Jan. 21, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Editors Note: There are two maps associated with this press release.

Mukuba Resources Limited ("Mukuba") (TSX VENTURE:MKU) is pleased to announce that it has signed a definitive acquisition agreement (the "Acquisition Agreement") with Benzu Resources Limited ("Benzu Resources") dated January 16, 2013. Pursuant to the Acquisition Agreement and subject to a number of conditions, Mukuba will acquire all of the copper assets held by Benzu Resources in the Katanga Copper Belt of the Democratic Republic of Congo ("DRC") in return for Mukuba shares that will be issued directly to certain shareholders of Benzu Resources. Benzu Resources is Mukuba's joint venture partner at the Cominex Project in the DRC.

The Cominex Project is adjacent to the eastern boundary of the Tenke-Fungurume Copper/Cobalt Mine operated by Freeport-McMoRan Gold and Copper and owned by Freeport, Lundin Mining and the DRC Government via the state-owned mining company Gécamines. Among other assets, Mukuba and Benzu Resources respectively hold 23.8% and 46.2% indirect interests in the Cominex Project, via their 34% and 66% (respectively) ownership in the joint venture company Benzu Copper DRC Incorporated ("BCI").

For a summary of the exploration progress at the Cominex Project, please see Mukuba's press release dated 19 November 2012. Mukuba will provide additional technical information and expects to file a geological report in respect of the Cominex Project in the near future.

The transaction will constitute a reverse takeover (the "RTO") under the policies of the TSX Venture Exchange (the "Exchange"). Concurrent with the RTO, the parties intend to complete a brokered private placement to raise a minimum of CDN$2,000,000 (the "Offering") and change the name of Mukuba to "Ngoyo Resources Ltd." ("Ngoyo" or "New Mukuba").

Benefits of the Transaction

Benefits of the Transaction to Mukuba shareholders include:

  • Project Consolidation. Cominex Project ownership will increase from 23.8% to 70.0%.
  • Complimentary Asset Base. In addition to consolidating the Cominex Project, New Mukuba will acquire interests in the Lubudi East and Lubudi North copper projects in the Katanga Copper Belt of the DRC. New Mukuba will retain its Zambian copper interests.
  • Experienced Operating Team. Benzu Resource's operating and executive team, with decades of exploration and development experience in sub-Saharan Africa, will join New Mukuba and operate the in-country exploration programs in both DRC and Zambia.

Mukuba Chairman, John Hawkrigg states: "We are delighted to consolidate a 70% interest in the flagship Cominex Project in addition to securing the Lubudi East and Lubudi North properties for the benefit of Mukuba shareholders. The transaction combines the companies' DRC and Zambian copper assets, the Benzu Resources team and their exceptional DRC, Zambian and regional African experience that will permit New Mukuba to develop the potential of its projects. Finally, I would like to thank Mukuba directors Michael Smyth and Danny Keating who will be stepping aside in favour of the incoming board members for their exceptional dedication to Mukuba."

Benzu Resources CEO and incoming President & CEO of New Mukuba, Ben Smit states: "Consolidating the copper assets of Benzu Resources and Mukuba makes perfect business sense for shareholders and will allow New Mukuba to re-create itself as Ngoyo - a stronger, diversified and dedicated copper exploration company. As a significant shareholder myself, I intend to build a robust copper explorer with a footprint in multiple jurisdictions in order to create value for all shareholders. Ngoyo, whilst initially focusing on its flagship Cominex Project, will continue to assess new exploration opportunities in order achieve critical mass to generate further shareholder value. There is no doubt in my mind that the copperbelt of the DRC and Zambia is the most lucrative destination for copper exploration in Africa. Ngoyo will have an experienced and respected technical team that will allow the company to extract full value from our opportunities. I am confident that the next twelve months will be significant in the evolution of the company and I am excited with the prospect of working with the entire Ngoyo team."

To view Fig. 1 and Fig. 2 of the "Relative Location of the Benzu Resources Copper Interests being acquired by Mukuba", please visit the following links:

http://www.marketwire.com/library/20130121-Benzu1.jpg

http://www.marketwire.com/library/20130121-Benzu2.jpg

Background to Benzu Resources' Copper Assets

Benzu Resources holds its 46.2% indirect interest in the Cominex Project via its 66% ownership of BCI, a company incorporated in the Cayman Islands. Mukuba has earned 34% of BCI by spending approximately $2 million at the Cominex Project in accordance with the Option and Shareholders Agreement between Mukuba and Benzu Resources dated 21 April 2011. BCI, in turn, owns 70% of the Cominex Project via an Agreement in relation to a Copper and Base Metals Exploration Project in the DRC between Benzu Resources, Congo Minerals Exploration SPRL ("Cominex SPRL") and certain other parties dated 30 June 2010, which agreement was assigned to BCI on or about 14 June 2011. The remaining 30% of the Cominex Project is owned by local DRC partners who have a carried interest through the delivery of a feasibility study.

Benzu Resources holds an option to acquire a 75% indirect interest in the Lubudi East and Lubudi North Copper Projects via its 100% subsidiary Benzu DRC Copper Exploration Ltd. ("BCL"), a company incorporated in Guernsey. BCL, in turn, holds an option to acquire a 75% interest in the Lubudi East and Lubudi North Copper Projects in accordance with the Exploration and Option Agreement between Simeon Tshisangama and Benzu Resources dated 22 November 2010, which agreement was assigned to BCL on 15 May 2012.

Key Terms of the Acquisition Agreement

Subject to all requisite approvals, on or prior to the closing of the RTO (the "Closing Date"), Mukuba will transfer its 34% interest in BCI to a new, wholly-owned subsidiary ("M Subco") and Benzu Resources will transfer its 66% interest in BCI and its 100% interest in BCL to a new, wholly-owned subsidiary ("B Subco"). Each of M Subco and B Subco will be incorporated under the laws of Ontario. Also prior to the Closing Date, Benzu Resources will distribute 100% of the shares in B Subco to the Benzu Resources shareholders set out below (the "Benzu Shareholders"). M Subco and B Subco will then amalgamate under Ontario law to form "Amalco". Amalco will become a wholly-owned subsidiary of Mukuba and the Benzu Shareholders will receive Mukuba shares in return for their shares in B Subco.

The Benzu Shareholders will collectively receive 69,663,687 Mukuba shares, representing 65% of the issued and outstanding Mukuba shares upon giving effect to the amalgamation, but before the Offering, the Benzu Loan Shares (discussed below), or any other issue of Mukuba shares. The Benzu Shareholders are:

Westward Investments Ltd. (Guernsey) represented by Artemis Corporate Directors (Guernsey)
3 Oceans Resources Ltd. (Hong Kong) represented by Sovereign Trust (Hong Kong) Limited
Mora Trust (Guernsey) represented by Artemis Trustees (Guernsey)
Shapinsay Trust (Guernsey) represented by Artemis Trustees (Guernsey)
Anabela Gomes De Carvalho (Angola)
Salifou Napon (South Africa)
Photon Global Limited (BVI)
Annabel Louise Redford (United Kingdom)
Fiona McFarland (Spain)
Blackrock Consulting Limited (BVI) represented by Pan Trust International, S.A. (Panama)

BCI currently owes Benzu Resources approximately US$284,000 (the "Benzu Loan Amount") in connection with working capital advances provided to date by Benzu Resources. On or prior to the Closing Date and subject to Exchange approval, the Benzu Loan Amount will be converted into B Subco shares (the "Benzu Loan Shares") and distributed to the Benzu Shareholders listed above on a pro-rata basis. The Benzu Loan Shares in B Subco will subsequently be exchanged for New Mukuba shares on a one-for-one basis pursuant to the terms of the amalgamation. The number of Benzu Loan Shares in B Subco to be issued to the Benzu Shareholders will be calculated by dividing the Benzu Loan Amount by the product of (a) the financing price of the Offering multiplied by (b) the noon CDN/USD exchange rate of the Bank of Canada as at the conversion date.

Mukuba and Benzu Resources expect to close the RTO in the second quarter of 2013. The Acquisition Agreement will terminate in the event the parties fail to close the RTO on or prior to 30 June 2013, unless a later date is otherwise mutually agreed to by the parties.

Conditions for Closing

The Acquisition Agreement provides that closing of the RTO is subject to several conditions, including among other things:

  1. receipt of all regulatory approvals, including that of the Exchange;
  1. requisite approvals of the various transactions contemplated by the Acquisition Agreement and the RTO from the directors and shareholders of Mukuba and Benzu Resources, as applicable;
  1. closing of the Offering, as described below.

There can be no assurance that the RTO will be completed as proposed or at all.

Directors, Officers, Insiders & Name of New Mukuba

Upon completion of the RTO, Mukuba proposes to change its name to Ngoyo Resources Ltd.

The proposed board of directors of Ngoyo will consist of John Hawkrigg, Non-Executive Chairman, Ben Smit, Martin Horgan, Greg Murphy, Paul Nelson and Kelly Ehler.

The officers of Ngoyo will be Ben Smit (President and Chief Executive Officer), Rahi Nathwani (Chief Financial Officer and Secretary), and Cesare Morelli (Vice President Exploration).

Mr. John Hawkrigg is Vice Chairman of HUB International HKMB, one of Canada's largest privately owned commercial insurance brokerages, and has more than 20 years' experience in the insurance industry. He is Chairman of Mukuba and has been on the Mukuba board since January 2008. John also sits on the boards of NexgenRX Inc., Ferrox Holdings Ltd., and Ebony Resources Ltd. Previous directorships include the Canadian Finance and Leasing Association (CFLA) and Eastern Platinum Limited.

Mr. Ben Smit is the founder and CEO of Benzu Resources and Chairman of Aurigin Resources Inc. He has nearly 30 years of project management and business experience on the African continent. Ben began his career in resources, managing mining and exploration projects in Malawi, Zambia and Angola. Subsequently he was General Manager for LSE-listed Petra Diamonds in Angola, responsible for the entire spectrum of exploration activities. He has an MBA from the University of Liverpool with a focus on Western business on the African continent and is a Fellow of the Institute for Leadership and Management. Through 3 Oceans Resources Ltd., Ben is a significant shareholder of Benzu Resources and may, subject to the number of Mukuba shares issued pursuant to the Offering and in connection with the Benzu Loan, hold more than 10% but less than 20% of New Mukuba.

Mr. Martin Horgan is a director of Mukuba and is founder and CEO of Toro Gold, a private company with gold exploration properties in Equatorial Africa including Senegal, Guinea, Mali, Gabon, Central African Republic and Sudan. A mining engineer by training, Martin has worked across numerous areas of the mining sector including as an engineer for Gold Fields in South Africa, for Steffen Robertson & Kirsten (SRK) in the UK and RSA offices, at Barclays Capital and as Executive Director of BDI Mining Corp. At Barclays his responsibilities included the origination and execution of mining project finance and advisory business across the African and the Middle East regions, global responsibility for the technical appraisal and review of all investments, environmental and social compliance of the investments in line with international standards and the financial modeling of all transactions. As Executive Director of AIM listed BDI Mining, Martin was part of the team that negotiated the sale of the Company to Gem Diamonds in 2007.

Mr. Greg Murphy is a director of Benzu Resources and has over 25 years of international investment industry experience in Toronto, London and New York. He is currently CEO of Lakeshore Capital group of companies and non-executive director of Aurigin Resources Inc. Previously held positions include former head of equity derivatives at Midland Walwyn / Merrill Lynch Canada, First Marathon and Gordon Capital. Greg gained his BA (Economics) from the University of Western Ontario in 1983.

Mr. Paul Nelson is the Chief Financial Officer and director of Benzu Resources. Paul is a member of the South African Institute of Chartered Accountants and has been active in the development of various African resource ventures over the last three years. Prior to this he was a registered auditor providing auditing and related services to clients in a variety of industries.

Mr. Kelly Ehler is President and CEO of Mukuba and CEO of Corporate Finance Outsource Inc., a private accounting and tax advisory firm. He is a director of Sparcap One Ltd., Ferrox Holdings Ltd. and Environmental Resource Investments PLC (Colombo Stock Exchange). Former CFO of GeoInformatics Exploration Inc. (now Kiska Metals Corporation) and former Vice-President of Morguard Corporation. Kelly has worked in various capacities with a number of public and private companies in the mining, technology, manufacturing and real estate development industries.

Mr. Rahi Nathwani has over 15 years of experience with financial aspects of businesses including accounting practices, budgeting and forecasting, financial planning, interface with the financial community, financial analysis, acquisitions and ventures, and monitoring of financial performance. He has extensive knowledge of accounting and financial reporting issues facing small and mid-sized listed entities. Rahi is CFO of Aurigin Resources Inc., completed his schooling in England and holds the Canadian CA and the US CPA designations.

Mr. Cesare Morelli is a director of Benzu Resources and is geologist with over 25 years' experience in exploration in Africa with De Beers and is a former regional exploration manager for BHP Billiton, Africa. He is Vice President Exploration for Aurigin Resources Inc. He has been involved with the exploration of commodities such as diamonds, gold, iron, copper and manganese. Cesare graduated with honours in Geology from the Université Libre de Bruxelles in 1986 and is a Member of the Geological Society of South Africa.

Through Westward Investments Ltd., Mr. Adonis Pouroulis is a significant shareholder of Benzu Resources and may, subject to the number of Mukuba shares issued pursuant to the Offering and in connection with the Benzu Loan, hold more than 10% but less than 20% of New Mukuba. Mr. Pouroulis is one of the founders of the Benzu Group and is a mining entrepreneur whose expertise lies in the discovery and exploration of natural resources. Adonis is also Chairman of Chariot Oil and Gas, an AIM listed oil and gas explorer in Namibia and Petra Diamonds Ltd., which he founded and listed on the London's AIM Market in 1997. Petra is now one of the largest independent diamond producers in Africa and trades on the main board of the LSE. He has been influential in the structuring, financing and listing of a number of companies with exploration and mining projects across Africa.

The Offering

Prior to closing of the RTO, Benzu Resources (through B Subco) is required to have completed a private placement to raise minimum gross proceeds of CDN$2,000,000 to be priced in the context of the market.

Further details of the Offering, including the use of the net proceeds from the Offering, will be set out in future announcements and shareholder disclosure from Mukuba.

Trading Halt

Mukuba's shares are currently halted and Mukuba anticipates they will remain halted until either documentation required by the Exchange for the proposed RTO can be provided to the Exchange, or such other date up to and including the Closing Date.

Capitalization

Mukuba currently has 37,511,212 common shares outstanding plus 375,000 options (at exercise prices of $1.08 or greater) and 13,800,281 warrants (of which 13,750,000 warrants are at $0.16 until September 2014). On the issuance to the Benzu Shareholders of 69,663,687 Mukuba common shares, there will be 107,174,899 shares outstanding. Benzu Resources currently holds 1,666,667 Mukuba shares. Additional shares will be issued in connection with the Offering and the Benzu Loan. The number of additional shares to be issued in connection with the Offering and the Benzu Loan is not known at this time as they will be priced in the context of the market.

To the best of Mukuba's knowledge after due enquiry, none of the Benzu Shareholders are insiders of Mukuba, and no insider of Mukuba holds shares of Benzu Resources or is a Benzu Shareholder.

Selected Financial Information

Benzu Resources is in the process of preparing its consolidated financial statements for its copper interests for the years ended December 31, 2011 and 2010 as well as its interim statements for the three and nine months ended September 30, 2012. The financial information on Benzu Resources' copper interests will be filed on SEDAR when Mukuba files its shareholder circular with respect to the RTO.

Sponsorship

Mukuba intends to make application to the Exchange that the RTO should be exempt from sponsorship requirements in accordance with the policies of the Exchange. However, there can be no assurance that Mukuba will obtain such exemption.

Advisors & Fairness Opinion

Beard Winter LLP and Davisa Consulting Corp. have provided Mukuba with legal counsel and transaction advice, respectively. Cormark Securities Inc. has provided Mukuba's Board of Directors with an opinion that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the exchange ratio of the RTO is fair, from a financial point of view, to the shareholders of Mukuba.

Qualified Person

Mr. Cesare Morelli B.Sc. (Pr.Sci.Nat.) is a "Qualified Person" as defined by National Instrument 43-101 and oversees Benzu Resources and Cominex's exploration programs. Mr. Morelli has supervised and approves the preparation of the technical information contained in this press release.

About Benzu Resources - Copper

Benzu Resources - Copper is an African-focused copper exploration and development company with 3 assets in the DRC: Cominex Project, Lubudi North and Lubudi East.

About Mukuba

Mukuba is a Canadian exploration and development company primarily focused on copper and other base metal assets in Africa. Mukuba holds a 100% interest in the Northcore Project. The Northcore project covers 2,209 km2 on the Central African Copperbelt and is prospective for copper and cobalt. Mukuba has also signed a joint venture agreement with Benzu Resources Limited to explore and develop the Cominex Project. The Cominex Project, which is approximately 165 km2 in size, is located in the Katanga Copper Belt region in the Democratic Republic of Congo. It is adjacent to the eastern boundary of the Tenke-Fungurume mining concession, which is operated by Freeport and owned by Freeport, Lundin Mining Corporation and Gecamines.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The Katanga Copper Belt Geology

The Katanga Copper Belt is one of greatest metallogenic provinces on earth. The Katanga region hosts some of the richest and largest copper/cobalt deposits in the world: Tenke-Fungurume 550Mt @ 3.5% Cu & 0.27% Co; Kolwezi 760Mt @ 4.4% Cu. The Katanga region is estimated to contain 10% of world's copper resources and 50% of cobalt. There are over 89 known deposits with sizes between 90 and 580Mt @ average 3.6% Cu. Parts of the belt are still unexplored with significant potential for discovery of major new deposits. Individual copper deposits tend to be relatively small, though often high grade, and occurring in geographic clusters.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Mukuba should be considered highly speculative.

Securities regulators encourage companies to disclose forward-looking information to help investors understand a company's future prospects. This press release contains statements about our future business and planned activities, including matters relating to the Offering. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, intend, plan, expect, anticipate, believe or other similar words. We believe the expectations reflected in these forward-looking statements are reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our business or events that happen after the date of this press release. You should not place undue reliance on forward-looking statements. As a general policy, we do not update forward-looking statements except as required by securities laws and regulations.

This press release does not constitute, and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Mukuba. The securities of Mukuba have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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