AMBR.L Regulatory News (AMBR)

23 Nov 2006 08:41

Palladex PLC23 November 2006 PALLADEX PLC 23 November 2006 AIM: PLX Conditional agreement for new Palladex asset portfolio • Heads of Agreement ("HOA") signed in respect of proposed acquisition of precious metal assets in Africa from Ambrian Capital plc ("Ambrian") • Technical Services Division opened in Kyrygzstan • Drilling concluded at Aksur and Terek, Kyrgyzstan Heads of Agreement with Ambrian Capital plc Palladex plc (AIM:PLX:L) ("Palladex" or "the Company"), today announces that ithas signed a HOA with Ambrian (formerly Golden Prospect PLC) and EthiopianResources Limited ("ERL") to acquire companies and exploration licences inEthiopia, Sierra Leone and Madagascar in return for the issue of 50,000,000 newordinary shares in Palladex. ERL is a private UK registered company, whichimports platinum concentrate from Ambrian's Ethiopian assets. Due diligence on the assets is being completed and all parties are committed tocompletion of the proposed acquisition as soon as practicable. The issue of theconsideration shares by Palladex will be subject to the approval of Palladexshareholders and accordingly a circular will be issued to the shareholders ofPalladex at the appropriate time. An Ambrian announcement, released today,provides further technical details and is reproduced in part below. Technical Services Division In addition Palladex today announces that it has established a TechnicalServices Division in Kyrgyzstan through its wholly owned subsidiary PalladexLtd. Palladex Limited currently has five drill rigs, two 18 tonne bulldozersand a range of support vehicles and equipment, as well as a proven explorationteam, to provide contract drilling and geological services. The TechnicalServices Division is already active on two drilling contracts in Kyrgyzstan. Drilling Concluded at Aksur and Karakala, Kyrgyzstan Palladex today announces that it has stopped drilling at the Aksur and Karakalalicences in Kyrgyzstan and is currently preparing year-end reports to besubmitted to the Kyrgyz Geological Agency. Commenting today Merlin Marr-Johnson, CEO, said "The HOA with Ambrian will givePalladex access to a new suite of assets and regions. The principal strategy ofthe Company remains to establish a portfolio of properties capable of economicdevelopment, thereby enhancing shareholder value, and I look forward to makingfurther announcements detailing our progress with the proposed acquisition indue course. In Kyrgyzstan we will derive value from our strong operating team and goodrelationships with suppliers by offering mining and exploration companies areliable year-round drilling service." For further information contact: Merlin Marr-JohnsonPalladex plcTel: +44 (0)20 7629 4800Mob: +44 (0) 7803 712 280Email: mmj@palladex.co.uk Laurence Read/Ed PortmanConduit PRTel: + 44(0)20 7429 6605Mob: +44 (0) 7979955923Email: laurence@conduitpr.com Peter Jackson/Paul DudleyW. H. Ireland LimitedTel: +44 (0)20 7220 1666 The Ambrian Capital plc announcement of 23 November 2006 is in part reproducedbelow: 23rd November 2006 AIM: AMBR Ambrian Capital plc Heads of Agreement signed with Palladex plc - Merger of Mining and Exploration Assets • Heads of Agreement ("HOA") signed for the merger of Ambrian Capital's unlisted mining and exploration assets with Palladex plc • Production of platinum concentrate from Yubdo Platinum and Gold Development PLC ("YPGD"), Ethiopia • Advanced stage gold exploration project at Tulu Kapi in Ethiopia • Drill target assessment on Lake Sonfon Gold and Diamond exploration project, Sierra Leone • Exploration activities underway on Madagascan gold project Ambrian Capital plc, formerly Golden Prospect plc, ("Ambrian" or "the Company"),wishes to announce that it has signed a Heads of Agreement to merge its miningand exploration assets (the "Transaction"), with Palladex plc, AIM: PLX ("Palladex"), a mineral exploration and development company. At the same timePalladex has also agreed to acquire Ethiopian Resources Limited ("ERL") aprivate UK registered company which imports platinum concentrate from Ambrian'sEthiopian assets. In return, Palladex will issue an aggregate of 50,000,000 newshares to Ambrian (and its nominees) and the shareholders of ERL. Following thecompletion of the Transaction, Ambrian (and its nominees) and the shareholdersof ERL will hold a 44.8% interest in Palladex. Ambrian is selling its wholly owned subsidiary, Golden Prospect Mining CompanyLimited (Bermuda) ("GPMC") which holds, either itself or through subsidiaries,the following assets: • a 51% interest in YPGD and management of a platinum and gold mining operation and 100% of (a) three exploration licences and (b) two prospecting licences for gold and platinum in Ethiopia; and • an 87.5% interest in Madagascar Gold and Stones SARL ("MGS") which holds gold exploration licences in Madagascar; and • exploration projects, through joint ventures, for platinum, gold and diamonds in Sierra Leone; and Due diligence on the assets is in progress and all parties are working to atarget completion date of 29 December 2006, subject to completion of formaldocumentation, finalisation of appropriate warranties and the approval of theshareholders of Palladex. The parties have agreed that Ambrian will nominate three new members to thePalladex board of directors and that three members of the Palladex board willretire on completion of the Transaction. Highlights of the projects include: • Production of platinum concentrate from Yubdo Platinum and Gold Development PLC, in Ethiopia.The Yubdo platinum/gold ore body is located in the Yubdo mafic-ultramafic complex, which is located in the Welega Region, of western Ethiopia. Trial mining and processing equipment has been ordered, which is expected to raise output to the 1,000 ounces per annum, while the design of a large scale operation is researched and completed. The occurrence of placer and alluvial platinum and gold has been known sinceancient times. An estimated 85,000 ounces of platinum were extracted from thearea between 1929 and 1941 through simple water washing surface workings. Largeareas on the licences remain to be evaluated. The deposit is open on strike andwidth. The potential beneath the 10-15m highly weathered surface layer has notbeen investigated, although quartz stock work has been observed in the bottom ofsome of the exploration pits. • Advanced stage gold exploration project at Tulu Kapi in Ethiopia. Gold was mined, via an open cut mine and adits, in the 1930's. The UNDP, in the 1970's, and Tan Range Exploration, in the late 1990's, conducted systematic geological mapping, geochemical prospecting, trenching and geophysical investigations, and drilled some diamond drill holes. These programmes indicated a zone of gold anomalies, 100-400m wide and about 1.3km long and gold mineralisation in the trenches, while the drilling intersected significant gold and silver mineralisation, with sulphides (mainly pyrite) associated with hydrothermal alteration within syenite. GPMC has carried out detailed additional mapping, soil geochemistry, structural analysis and is completing an eight hole diamond drilling programme, of which four have been completed. A major sigmoidal structure has been identified over 1km with an apparent width of 150-200m, which contains two wide series of quartz veins. The first four holes of the programme intersected mineralised sections, with carbonate and quartz veinlets, associated with bands of, and disseminated, sulphides, mainly pyrite. Patches of sulphide mineralisation were observed in the core between the intersections. Assaying is underway in the SGS Laboratory, South Africa. • Drill target assessment on Lake Sonfon Gold and Diamond exploration project, Sierra Leone. The Company is participating in a joint venture with Golden Star Resources Inc (TSX: GSC, "Golden Star") and Mano River Resources Inc (AIM: MANA; TSX: MNO, "Mano"), on two contiguous exploration licences around Lake Sonfon in the Sula Mountains green stone belt in northern Sierra Leone. Golden Star is earning a 51% interest by focusing on the gold aspect of the venture whilst Mano will concentrate on the diamond potential of the properties. Work on the licences initially defined a 3km long by 0.3km wide gold anomaly and identified drill targets within a high grade gold-bearing stock work vein system beneath the anomaly, with a best trench intersection of 7.3m @ 7.4g/t. Mano, which holds 50% of the diamond aspect of the venture, has announced that reconnaissance work has confirmed the presence of commercial sized diamonds and kimberlite indicator minerals on the joint venture licence package. Five macro diamonds, weighing a total of 0.841 carats, were recovered from an initial single stream sample. As part of the due process, under the Sierra Leone Mines and Mineral Decree,GPMC (through a subsidiary) has applied to extend the period of the licence forLake Sonfon. GPMC is currently engaged in this process and expects to completethis administrative process in due course. • Exploration activities underway on Madagascan gold project. GPMC holds 87.5% of a gold prospect consisting of three contiguous exploration licences, 243.7 sq. km., on the east coast of Madagascar. Numerous small old workings and mines, for gold and silver, occur on the licence area, while there are also copper showings in the area. Soil geochemical sampling and surface geology mapping exercises are progressing. Nathan Steinberg, Finance Director, commented, "We welcome the merger withPalladex and look forward to a successful, progressive and enduring vehicle.Palladex is an excellent choice of partner as it has exploration, drilling andassociated equipment, cash and technical services assets as well as theprerequisite quality management. The aim of the merger is to enable AmbrianCapital to monetise its mining and exploration assets and provide capital tofurther develop them. We also believe the deal will establish a portfolio ofassets with the potential for economic development, thus enhancing shareholdervalue." This information is provided by RNS The company news service from the London Stock Exchange