African Eagle Resources PLC
 

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AFRICAN EAGLE TO LIST ON ALTX ON 24 AUGUST

News Report
17 August 2007

African Eagle Resources plc, a mineral exploration and development company with projects in Zambia, Tanzania and Mozambique, will list on the Alternative Exchange of the JSE (AltX) on 24 August 2007 under the share code "AEA". The company is currently quoted on AIM, a market of that name operated by the London Stock Exchange plc (“AIM”)

Says Chairman John Park: "In seeking a listing on AltX we wanted to raise the awareness of the company and to give South African investors an opportunity to invest directly in African Eagle and its African projects. The South African market, with its understanding of both mining and Africa, provides African Eagle with another potential source of capital and all investors with an additional market for trading African Eagle ordinary shares."

African Eagle aims to get two or more of its projects into production within three to five years, with the revenue supporting a pipeline of further discoveries and developments.

The company’s board and management combine considerable experience in mineral exploration and mining, with excellent local knowledge of the Central, Eastern and Southern African regions through direct involvement over many years.

In July 2007 African Eagle raised capital from selected South African and UK-based investors in a private placing, in African Eagle's largest single capital raising undertaken to date.

At the close of the private placing on 27 July 2007, African Eagle had received irrevocable applications from South African investors to subscribe for 45,457,310 African Eagle shares at a price of R1.95, totalling R88 million. Further to this, JP Morgan Fleming Natural Resources Fund, a long-standing shareholder in the UK, committed to subscribe for 8 000 000 shares at the pound sterling equivalent of R1.95.

The pre-listing statement will be issued on Monday, 20 August 2007 and the abridged pre-listing statement is attached.

Application will be made for the 53,457,310 Placing shares to be admitted to trading on AIM with effect from 24 August 2007.

Queries:

Russell and Associates
Charmane Russell
011 880 3924 (Tel)
082 372 5816 (Mobile)

James Duncan
011 880 3924 (Tel)
082 892 8052 (Mobile)

Seymour Pierce Limited
Nicola Marrin
+44 20 7107 8000


African Eagle Resources plc
(Incorporated in England and Wales, registered number 3912362)
AIM share code: AFE    AIM ISIN: GB0003394813
JSE share code: AEA    JSE ISIN: GB0003394813
("African Eagle" or "the Company")

Abridged pre-listing statement

This abridged pre-listing statement is prepared in terms of the JSE Limited ("JSE") Listings Requirements ("Listings Requirements") in connection with a secondary listing of the entire issued share capital of African Eagle on the Alternative Exchange of the JSE ("Altx"). African Eagle is currently quoted on AIM, a market of that name operated by the London Stock Exchange plc ("AIM").

This abridged pre-listing statement is not an invitation to the public to subscribe for or an offer to the public to purchase African Eagle shares, but is issued in compliance with the Listings Requirements for the purpose of giving information to the public with regard to African Eagle.

The JSE has granted approval for a secondary listing by way of an introduction of all African Eagle shares on the Altx under the abbreviated name "AFEAGLE", with effect from the commencement of business on Friday, 24 August 2007 ("the Listing Date"). At the Listing Date, the authorised share capital of African Eagle will comprise 400 000 000 ordinary shares of 1 pence each. The issued share capital of African Eagle will comprise 207 506 454 ordinary shares of 1 pence each.

1. Introduction
African Eagle is currently quoted on AIM in the United Kingdom. There are also trading facilities for its shares on the PLUS market in the UK and the Berlin-Bremen Stock Exchange in Germany.

African Eagle is a mineral exploration and development company operating in Zambia, Tanzania and Mozambique. These three countries all have highly prospective geology, relatively low above-ground risks and track records of successful major investments in the metals and minerals industries. The African Eagle group's principal focus is on copper and gold but its portfolio also includes projects with potential for uranium, platinum group metals, base metals, silver and coal.

African Eagle's board and management combine considerable experience in mineral exploration and mining with excellent local knowledge of the region through direct involvement over many years, a high-tech approach to exploration and an up-to-date understanding of the geology and economics of mineral deposits. The management team has a track record of taking projects from grassroots exploration through evaluation and feasibility, then into operation or joint venture with major mining companies. Several members of the team have previously taken an exploration company from start-up to eventual takeover by a major mining group.

The Company's advanced projects, which are being fast-tracked towards production, are the Mkushi copper project in Zambia and the Miyabi gold project in Tanzania. These projects both have JORC compliant resources. African Eagle also holds a large portfolio of earlier stage gold and base metal projects, including the Ndola copper project and the Eagle Eye iron-oxide copper gold project, both in Zambia.

2. Incorporation and history of African Eagle
African Eagle was established by its Managing Director, Mark Parker in late 1996, initially as a private company called Twigg Resources Limited. Shares in a public vehicle, Twigg Minerals plc, which acquired Twigg Resources Limited, were admitted to trading on the OFEX market (now PLUS Markets) in March 2000. In August 2002, the Company acquired Australian junior explorer African Eagle Resources Limited in a share for share deal, bringing a group of Zambian projects into the portfolio. In September 2002, the Company's name was changed to African Eagle Resources plc and in June 2003, the Company's shares were admitted to trading on AIM.

3. Objective and strategy
African Eagle's objective is to use its skills and abilities to identify, acquire, explore and evaluate mineral deposits in Africa and to maximise the value of its discoveries.

The Company's aim is to have revenue from two or more projects in production in three to five years time, supporting a pipeline of further developments and discoveries.

The Company's business strategy is:

  • to obtain a revenue stream as quickly as possible by bringing one or more projects into production through development partnerships with suitable industry partners;
  • to ensure future upside by continuing to acquire and cost-effectively to explore promising early stage projects;
  • to focus on copper and gold projects in politically stable countries of eastern and southern Africa, while maintaining portfolio diversity to spread risk and maximise opportunity; and
  • to seek corporate opportunities which further these objectives.

4. Purpose of the listing on AltX
The main purposes of the listing on Altx are to:

  • enhance potential investors' awareness of African Eagle;
  • facilitate direct investment in African Eagle by South African investors;
  • provide African Eagle with another potential source of capital; and
  • provide investors with an additional market for trading African Eagle ordinary shares.

5. Directors of African Eagle
The names, ages, qualifications, nationalities, business addresses and functions of the directors of African Eagle are outlined below:

Directors Business address Function
John Gordon Park (59)
BSc (Hons), FAusIMM, CPMan, MAIME
Australian
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom
Non-executive Chairman
Mark Edwin Parker (55)
BA (Hons), MIMMM
British
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom
Managing director
Christopher Davies (49)
FAusIMM, FSEG, MSc, DIC, BSc (Hons)
British
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom
Operations director
Bevan John Metcalf (49)
ACA(NZ), BMS
New Zealand
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom
Finance director and company secretary
Euan Arthur Worthington (51)
CEng, MSc, DIC, BSc (Hons), FIMMM
British
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom
Non-executive deputy chairman
Geoffrey William Cooper (65)
LLB Barrister
British
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom
Non-executive director

6. The Private Placing
During the second half of July 2007, African Eagle raised capital from selected South African and UK-based investors ("the Private Placing"). This was African Eagle's largest single capital raising undertaken to date. At the close of the Private Placing on 27 July 2007, African Eagle had received irrevocable applications from South African investors to subscribe for 45 457 310 African Eagle shares of 1 pence each at a price of R1.95 totalling R88 641 755. Further to this, JP Morgan Fleming Natural Resources Fund, a long-standing existing shareholder in the UK, confirmed that it would subscribe for 8 000 000 shares at the pound sterling equivalent of R1.95. The subscription price was at a 7.7% discount to the AIM quoted price at the time that the decision to proceed with the Private Placing was made.

Shares subscribed for in terms of the Private Placing will be issued on the Listing Date upon receipt of the subscription amounts payable on that day. The shares to be issued in terms of the Private Placing will rank pari passu with the existing ordinary shares in issue and have no convertibility or redemption provisions attaching to them.

 

7. Pro forma financial information
Based on the IFRS consolidated audited results of African Eagle for the year ended 31 December 2006, the unaudited pro forma financial effects of the Private Placing on African Eagle's earnings per share ("EPS"), headline earnings per share ("HEPS"), net asset value per share ("NAV") and net tangible asset value per share ("NTAV") are set out below. This unaudited pro forma financial information has been prepared for illustrative purposes only and because of its nature may not fairly present African Eagle's financial position and results of operations, nor the effect and impact of the Private Placing going forward, and is the responsibility of African Eagle's directors.

Per African Eagle ordinary share (pence) Before the Private Placing(1) After the Private Placing(2) & (3) Change (%)
EPS (1.0) (0.7) 30%
HEPS (0.8) (0.6) 25%
NAV 6.8 8.4 24%
NTAV 1.8 4.8 167%
Weighted average number of shares used to calculated EPS and HEPS (000) 135 728 466 189 185 776 40%
Number of shares used to calculate NAV and NTAV 147 824 890 201 282 200 36%

Notes:

  • 1. Extracted without material adjustment from the IFRS consolidated historical financial information of African Eagle for the year ended 31 December 2006.
  • 2. Based on the assumption that the Private Placing took place on 1 January 2006 for income statement purposes and 31 December 2006 for balance sheet purposes.
  • 3. After taking into account the issue of 53 457 310 ordinary shares in terms of the Private Placing.
  • 4. After taking into account the gross proceeds of the Private Placing of £7 408 054 (based on an exchange rate of 14.07 for the capital raised in South Africa) less the expenses related to the listing of £466 767.

8. Prospects
The Company's aim is to to have revenue from two or more projects in profitable production in three to five years time, supporting a pipeline of further developments and discoveries.

Since its admission to AIM four years ago, African Eagle has built up and evaluated a substantial portfolio of projects.

9. Share capital of African Eagle
Details of African Eagle's share capital before the Private Placing and after the Private Placing are set out below:

  Before the Private Placing £
Authorised  400 000 000 ordinary shares of 1 pence each 4 000 000
Issued  154 049 144 ordinary shares of 1 pence each 1 540 491
  Share premium ordinary shares of 1 pence each 12 416 092
Total    13 956 583
 
  After the Private Placing £
Authorised  400 000 000 ordinary shares of 1 pence each 4 000 000
Issued  207 506 454 ordinary shares of 1 pence each 2 075 064
  Share premium 18 822 806
Total    20 897 870

All the issued and outstanding shares of African Eagle are of one class, namely ordinary shares with a par value of 1 pence each, ranking pari passu in all respects. The entire issued share capital of African Eagle will be listed on the JSE.

10. Pre-listing statement
The pre-listing statement will be issued on Monday, 20 August 2007. English copies of the pre-listing statement can be obtained during normal business hours between 08h00 and 17h00 from the date of issue of the pre-listing statement up to and including Monday, 17 September 2007 at the addresses detailed below:

African Eagle
2nd Floor
6 - 7 Queen Street
London EC4N 1SP
United Kingdom

Nedbank Capital Corporate Finance
3rd Floor
Corporate Place
135 Rivonia Road
Sandown, 2196

17 August 2007

Investment bank, corporate adviser and sponsor
Nedbank Capital

Nominated Adviser in England
Seymour Pierce Limited

Solicitors in England
Cobbetts LLP

Attorneys in South Africa
Werksmans Inc

Independent reporting accountants and auditors in England
Grant Thornton UK LLP

Independent competent person
SRK Consulting (UK) Limited

 
UK Office & Registered Address : 2nd Floor, 6-7 Queen Street, London, EC4N 1SP, UK,
+44 20 72 48 60 59 Fax +44 20 76 91 77 45 email info@africaneagle.co.uk
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