Bushveld Minerals Regulatory News (BMN)

23 October 2017

Bushveld Minerals Limited ("Bushveld")

("Bushveld" or the "Company")

Demerger Update - AfriTin Mining announces intention to List on AIM

Bushveld Minerals Limited is pleased to announce an update to the proposed demerger of its tin assets, following the shareholder approval, on 20 October 2017, of the Demerger of its tin-focussed subsidiary, Greenhills Resources Limited, now 100% held by AfriTin Mining Limited ("AfriTin").

Bushveld is pleased announce the intention by AfriTin to launch an initial public offering ("IPO").

The IPO fulfils Bushveld's stated commitment with respect to its tin platform:

· to build a critical mass of tin-resources with a near term production outlook

· to establish a tin-focussed platform and offer Bushveld shareholders a path to unlocking value in its tin platform

The AfriTin IPO combines a quality portfolio of tin assets with a near term production profile, in sound mining jurisdictions and a solid, proven team to deliver on its strategy of developing a sizable African tin champion.

Set out below is an intention to list on AIM made by AfriTin Mining Limited earlier today.

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014.

Enquiries: info@bushveldminerals.com

Bushveld Minerals

Fortune Mojapelo +27 (0) 11 268 6555

SP Angel Corporate Finance

Ewan Leggat +44 (0) 20 3470 0470

Beaufort Securities

Jon Belliss +44 (0) 20 7382 8300

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Gabriella von llle +27 (0) 711 121 907

ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a diversified AIM listed mineral development company with a portfolio of vanadium, iron ore, tin and coal greenfield assets in Southern Africa and Madagascar. The Company's flagship platform, the vanadium platform, includes the Mokopane Vanadium Project, the Brits Vanadium Project, and the Bushveld Iron Ore & Titanium Project. The tin platform comprises the Mokopane Tin Project whereas the Imaloto Coal Project, which is being developed as one of Madagascar's leading independent power producers, makes up the Company's coal platform.

The Company's vision is to become the largest low cost integrated primary vanadium producer through owned low-cost high-grade assets. This incorporates development and promotion of the role of vanadium in the growing global energy storage market through Bushveld Energy, the Company's energy storage solutions provider. Whilst the demand for vanadium remains largely anchored in a slow growing steel industry, Bushveld Minerals believes there is a strong potential for imminent significant global vanadium demand surge from the fast-growing energy storage market, particularly through the use and adoption of Vanadium Redox Flow Batteries.

Bushveld Minerals' approach to project development recognises that whilst attractive project economics are imperative, they are insufficient to secure capital to bring them to account. A clear path to production with a visible timeframe, low capex requirements and scalability are important factors in retaining an attractive exit option. This philosophy is core to the Company's strategy in developing projects.

Detailed information on the Company and progress to date can be accessed on the website: www.bushveldminerals.com

Intention to Float Announcement of AfriTin Mining Limited

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the placing ("Placing") of its ordinary shares ("Shares") and the proposed admission ("Admission") of the Shares to trading on the AIM market of London Stock Exchange plc ("London Stock Exchange"). A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.afritinmining.com.

This announcement constitutes a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 and has been approved by WH Ireland Limited, which is authorised and regulated by the Financial Conduct Authority.

AfriTin Mining Limited

("AfriTin" or the "Company" and together with its subsidiaries the "Group")

AFRITIN ANNOUNCES INTENTION TO LIST ON AIM

AfriTin, a newly formed tin company which is acquiring the tin assets of Bushveld Minerals Limited ("Bushveld") in Namibia and South Africa is pleased to announce today, its intention to launch an initial public offering ("IPO"). The Company intends to raise in excess of £2m by way of a placing of Ordinary Shares (the "Placing") and other fundraising initiatives and will apply for the admission of its ordinary share capital to trading on AIM, a market operated by the London Stock Exchange plc ("Admission").

AfriTin was formed in 2017, to acquire Greenhills Resources Limited, a wholly owned subsidiary of Bushveld, an AIM quoted diversified mineral development company. On completion, AfriTin's key assets will include an 85% interest in the Uis Tin Project in Namibia ("Uis"), a brownfield near term production opportunity, which was once the largest open cast tin mine of its kind in the world. The Company will also hold portfolio of tin assets in South Africa which include the Mokopane tin project and the Zaaiplaats Tin Tailings project.

AfriTin's strategy is to take advantage of the current global deficit for tin and to become the first AIM quoted, conflict-free tin mining company and an African tin champion. By focusing mainly on tin, the directors of the Company ("Directors") believe they will be able to raise further funds with a view to bringing the tin assets into production as quickly as possible, expanding the portfolio across the fertile Tin jurisdictions of Africa and exploring smelting and downstream opportunities. Following Admission, Bushveld is expected to retain an approximate interest in AfriTin's shares of 25%.

Reasons for Admission

The Directors believe that Admission is an important step in the Group's development which is expected to:

· assist the Group by allowing it to advance its mineral exploration and mine development strategy;

· attract funding and where appropriate attract joint venture partners;

· allow greater access to capital to fund future activities, including acquisitions and consolidation of tin assets as well as downstream smelting and beneficiation facilities;

· allow the Company to provide publicly quoted shares as a currency to vendors for the acquisition of suitable businesses and licence holders;

· facilitate the recruitment, and retention of, best-in-class qualified staff through the issue of options over publicly traded shares;

· raise the profile and reputation of the Group within the industry; and

· provide a stand-alone platform for Bushveld to realise value for the Bushveld Shareholders.

The minimum proceeds raised are expected to cover the costs of Admission, to allow completion of the Uis desktop study and a drilling programme to support the completion of the Uis feasibility study, and for working capital. In the event that the Company raises substantially more than the minimum fund raise, these funds will be utilised for additional working capital purposes and to facilitate the production of tin concentrate from a pilot plant and generate revenue streams by selling a tin concentrate to a toll treatment facility or directly to end users. The Directors believe that Admission will allow the Directors to achieve this by attracting funding and, where appropriate, attract joint venture partners.

The Uis Tin Project

The Uis Tin Project was once the largest open cast tin mine of its kind in the world and the Directors believe it can add significant value to the Company's post Admission group ("AfriTin Group"). Uis is located in the Erongo Region, north west of Windhoek Namibia, and is comprised of three separate mining licenses. Uis contains a historic non JORC compliant resource of 70,000 tonnes of tin (Sn). The area was extensively mined by South African state owned ISCOR up until the collapse of the tin price in the late 80's.

The Tin Market

The global tin market was valued at US$6.3bn in 2016 and tin is currently priced at approximately US$20,800 per tonne, up c. 24.2% in the past 18 months. This is driven particularly by the use of tin in consumer electronics, where it is a key component (over 50% of the tin in used in soldering) in most semiconductor-based industries due to its high durability and reliable connection of components. Total consumption of refined tin has grown from 341,000 tonnes per annum in 2012 to 368,000 tonnes per annum in 2016, with global production growing from 335,000 tonnes to 358,000 tonnes over the same period. The consistent deficit between supply and production is balanced by recycling. The majority of transactions are conducted on the London Metal Exchange and the Kuala Lumpur Tin Market and increasingly the Shanghai metals exchange.

Increases in tin use since 2000 have been driven (particularly in the early 2000s) by a move to lead-free solder alloys. Additionally, there are new markets where tin-based products have already moved out of the laboratory and into commercial production, such as lithium ion batteries and the electric car market in particular.

Using tin in this way enhances the life of lithium ion batteries and in turn can help meet a huge demand for better batteries in mobile phones, cameras, and other mobile devices. As a new market for tin, this looks set to grow fast, especially with growing use of lithium ion batteries in hybrid car and energy storage technology. Replacement of graphite as the anode material in all current batteries by a tin-based composite material could generate a new demand for tin of some 17,000t per annum.

Anthony Vijoen, CEO commented:

"I'm delighted today to be announcing the proposed IPO of AfriTin. In de-merging from Bushveld and admitting to AIM as a separate entity, we will become the only pure play tin company listed on the London Stock Exchange. We believe Bushveld's retained stake in AfriTin will ensure a smooth handover of the assets while remaining supportive, and both parties look forward to a beneficial outcome."

 "Having been first discovered in 1911, our flagship project, Uis, was once the largest hard-rock tin mine in the world. There is significant infrastructure already in place at site, notwithstanding the pilot plant operation we have installed to begin to de-risk the asset, in a mining friendly jurisdiction of Nambia. We believe that these factors will provide AfriTin shareholders with both near term commercial production next year with early cash flows, alongside attractive blue sky as we ramp up to producing 5000 tonnes of tin concentrate in the coming five years and consolidate further assets."

"Tin has been one of the best performing commodities of late driven by the growth in demand for lead-free solder alloys as well as new markets such as electric vehicles. Furthermore, the widespread view that we will see a potential constraint in supply, means now is the perfect time to bring Uis back into production."

"We have an extremely experienced management team with deep knowledge of mine production on board, as well a board of directors with a track record of realising value for minerals resources projects as well as a wealth of listed company experience and a compelling near-production tin asset. We believe all of these factors will help to establish the Company as the African tin champion."

The proposed board of directors on Admission, will comprise one executive director and three non-executive directors: 

Glen Parsons, aged 50 - Chairman

Glen Parsons is a qualified Chartered Accountant with an Honours degree in Accounting Science and a Bachelor of Commerce degree in Economics. Glen Parsons has over 20 year's international experience in company building, corporate finance, treasury, operational and general management. His most recent role was as Chief Executive Officer of Mariana Resources PLC which was acquired in 2017 for $175m by Sandstorm Gold Ltd and before that he was Chief Development Officer and Corporate Development Officer at Neptune Minerals Plc. He has built new profitable businesses and divisions within both large and small organisations. Glen was also an executive director of RFC Corporate Finance Ltd, a specialist minerals resources investment bank and fund manager. Duties included corporate finance mandates which included mergers and acquisitions, strategic advice, mineral project assessment and capital raisings. He has specific LSE-AIM experience and has been involved with a number of successful equity and debt raisings for junior and developing mining companies.

Anthony Viljoen, aged 40 - Chief Executive Officer

Anthony is a mining entrepreneur and founding shareholder of VM Investment company, a principal investments company within the African mining sector. Anthony has been involved in the development of numerous exploration and mining projects across Africa over a wide range of commodities and geographies. He was instrumental in the development and listing of Lemur Resources, a Coal project in Madagascar, on the Australian Stock Exchange and raising AU$25 million on IPO and sat as the Chief Executive Officer of that company. Anthony is also a founding and current executive director of Bushveld and has completed a number of acquisitions in the tin and vanadium markets in Africa for Bushveld. He has a deep knowledge of African mining and is familiar with the London markets.

Anthony holds a Post-Graduate degree in finance and began his career in investment banking in London.

Laurence Robb, aged 65 - Non-Executive Director

Before moving to the United Kingdom, Laurence Robb was Professor of Economic Geology in the School of Geosciences at the University of the Witwatersrand (Wits), South Africa, and between 2001-2005, also Director of its Economic Geology Research Institute (EGRI). He is currently Visiting Professor in the Department of Earth Sciences at the University of Oxford. He has worked for over 30 years on many the great mineral districts of the African continent and is currently involved in research on the metallogeny of Myanmar/Burma and also Western Sahara. His main field of expertise is in granite related mineral deposits - he is also the author of the internationally acclaimed text-book, 'Introduction to Ore-Forming Processes' that is widely used all over the world.

He served a term as President of the Geological Society of South Africa in 1999-2000 and is currently President of the Society of Economic Geologists, based in Denver, USA.

Roger Alyn Williams, aged 54 - Non-Executive Director

Mr Williams is a Chartered Accountant with over 20 years' international experience in mining finance and an honours degree in French and Spanish. He was previously CFO of Randgold Resources Limited and part of the management team that transformed it from being an exploration and development company into a major gold producer. He then went on to become CFO of JSE-listed AECI Limited. His other experience includes directorships and interim executive appointments with various mining and mining services companies. Mr Williams is currently a Non-Executive Director of Sylvania Platinum Limited, Alecto Minerals plc and Digby Wells and Associates.

Enquiries:

Forward looking statements

All statements other than statements of historical fact included in this announcement, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to shareholder returns, dividends or any statements preceded by, followed by or that include the words "targets", "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are intended to identify forward looking statements. 

Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results and performance to be materially different from future results and performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Therefore actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations.

These forward looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

Important Notices

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in, into or from the United States of America, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or transmitted, distributed to, or sent by, any national or resident or citizen of any such countries or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each a "Restricted Jurisdiction"). Any failure to comply with this restriction may constitute a violation of the securities laws or regulations of such jurisdictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities in any Restricted Jurisdiction. The Placing of Ordinary Shares and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); or (ii) if in the United Kingdom, Qualified Investors and fall within: (a) article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (b) article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) to persons to whom it may otherwise be lawful to communicate to (all such persons together being referred to as "Relevant Persons"). The term "Prospectus Directive" means Directive 2003/71/EC as amended and includes any relevant implementing measures in each member state of the European Economic Area.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

The Ordinary Shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States of America, and may not be offered, sold or transferred within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Any subscription for or purchase of Ordinary Shares in the proposed Placing should be made solely on the basis of the information contained in the final Admission Document to be published by the Company in connection with the Placing and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.

In connection with the Placing, WH Ireland Limited and/or any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing, or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by WH Ireland Limited and/or any of its affiliates acting as investors for their own accounts. In addition, WH Ireland Limited and/or its affiliates may enter into financing arrangements and swaps in connection with which WH Ireland Limited and/or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. WH Ireland Limited has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

WH Ireland Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any other matters referred to in this announcement.

Neither WH Ireland Limited nor any of its subsidiary undertakings, affiliates or any of its partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances, including market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to the Placing and Admission at this stage.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.