Simberi Mining Corporation

Simberi Mining Corporation

July 19, 2007 09:17 ET

Simberi Announces Results From Their Annual and Special Meeting of Shareholders

TORONTO, ONTARIO--(Marketwire - July 19, 2007) - Simberi Mining Corporation ("Simberi") (TSX VENTURE:SAU) is pleased to announce that its Annual and Special Meeting of Shareholders was held on Wednesday, July 18, 2007 at the Ontario Bar Association Conference Centre. A number of items of business were put before the shareholders.

Resolution Empowering the Board to Determine the Number of Directors on the Board

Shareholders approved a special resolution empowering the board of directors to determine the number of directors from time to time, within the minimum and maximum set out in Simberi's constating documents. This resolution will also allow the board of directors to increase its size by up to a third between annual meetings of shareholders.

Board of Directors

The following individuals were elected to serve as directors of Simberi for the ensuing year: Michael Newbury, Neil Novak, Geoff Farrar, Maurice Stekel, William Potter, John Cerenzia and Norman Brewster.

Stock Option Plan

The shareholder's approved a special resolution to change the current stock option plan to a rolling 10% as compared to a fixed number stock option plan.

AMARI Earn-In Agreement

The shareholders also ratified and approved the execution and entering into by Simberi of the Earn-In Agreement with AMARI Holdings Ltd ("AMARI") for the development of Simberi's Kakanda Copper/Cobalt project (the "Kakanda Project") in the Democratic Republic of Congo (the "DRC").

Pursuant to the terms of the Agreement, AMARI has been granted the right to acquire up to a 65% equity interest in PTM. PTM's sole assets are its rights pursuant to an agreement dated August 1996 between PTM and Gecamines (the State owned Mining Company in the DRC) pursuant to which PTM and Gecamines agreed to enter into a joint venture (the "JV") on a 51%/49% basis, respectively, to operate the Kakanda Project. The Kakanda Project means the exploration and development of certain copper and cobalt containing deposits and tailings dumpings in the DRC called the Kakanda Dump, Kakanda North Pit and Kakanda South.

The terms of the Earn-In Agreement include the following:

1. PTM and AMARI will jointly work together to negotiate and finalize the JV with Gecamines.

2. Over a 24 month period commencing on the date that the JV becomes effective (the "Commencement Date"), AMARI agrees to invest US$10 million (the "Investment") on an equity basis in PTM on a draw down basis as and when requested by PTM and, at a minimum, AMARI will ensure that PTM is sufficiently funded at all times through the Investment to facilitate necessary expenditures pursuant to the JV and to keep the Kakanda Project property in good standing. In exchange for the Investment, AMARI will receive common shares of PTM up to a maximum of 51% of the outstanding common shares of PTM upon completion of the full Investment.

3. AMARI will also receive an additional 14% (for at total of 65%) of the outstanding common shares of PTM upon completion by PTM of a feasibility study for the Kakanda Project.

4. Following the Commencement Date, PTM will be managed by a board of directors of which AMARI will have the right to appoint three directors and Simberi will have the right to appoint two. All decisions of the board of directors of PTM will be made by a simple majority vote excluding any decision relating to (i) the disposal of any interest in the Kakanda Project; or (ii) the use of the funds representing the Investment for any purpose other than the advancement of the Kakanda Project. Approval of these matters will require unanimous consent of both parties.

5. Following the Commencement Date, PTM will appoint AMARI to be the manager of the Kakanda Project.

The right of AMARI to obtain a 65% shareholding in PTM is conditional upon receipt of final approval from the TSX Venture Exchange.

About Simberi:

Simberi is a junior resource company focused on the exploration and acquisition of developed low cost precious and base metal projects internationally. The company's main exploration project is the Kakanda copper/cobalt Project in the Democratic Republic of the Congo. The company also has several joint venture projects in Southern Australia primarily in the G-2 corridor north of Adelaide seeking Olympic Dam type mineralization.

This press release includes certain "Forward-Looking Statements" within the meaning of the US Private Securities Reform Act of 1995. Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted.

Neither the TSX Venture Exchange, nor any other securities regulatory authority has approved or disapproved of the contents of this news release.

Contact Information

  • Simberi Mining Corporation
    Mike Newbury
    President and CEO
    (416) 603-7200
    (416) 603-9200 (FAX)