18 Sep 2007 11:56
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
JSE code: MTXISIN: ZAE000022745Issuer code: MEMTX("Metorex")
2nd Floor, Cradock Heights, 21 Cradock Avenue, Rosebank, 2196, South Africa
PO Box 2814, Saxonwold, 2132, South Africa
Website: www.metorexgroup.com
e-mail: info@metorexgroup.com
Telephone: +27 (0) 11 880 3155
Facsimile: +27 (0) 11 880 3322
COPPER RESOURCES CORPORATION ACQUISITION
1. Introduction
Shareholders are referred to the announcement dated 4 July 2007 regarding the acquisition of the Forrest Group's shareholding in Copper Resources Corporation ("CRC") ("the Forrest Group Transaction").
The conditions precedent contained in the Memorandum of Understanding have now been fulfilled. The South African Reserve Bank has approved both the Forrest Group Transaction and the mandatory offer to the minority shareholders of CRC. Metorex has completed its feasibility study and the Board of Directors of Metorex has approved the Forrest Group Transaction.
A definitive, unconditional share purchase agreement ("SPA") was signed between Metorex and the Forrest Group on 14 September 2007.
The SPA encapsulates the acquisition by Metorex of all the Forrest Group's interests in CRC to be settled by way of the issue of 25 million new Metorex shares, and includes the purchase of certain options and warrants to subscribe for a further 4 049 929 shares in CRC for cash, which collectively represents 39% of CRC.
2. Offer to minority shareholders of CRC
The Forrest Group Transaction is now unconditional. Metorex will immediately proceed with an offer to the minority shareholders of CRC ("the offer"). The offer consideration will be 73 new Metorex shares for every 100 CRC shares held by the CRC minorities with a cash alternative of ‚£1.25 per CRC share.
An offer circular is being finalised and will be mailed to the minority shareholders of CRC in due course.
Johannesburg18 September 2007Enquiries:College Hill
Nicholas Williams - Tel: 011 447 3030
Corporate Advisor and Sponsor Legal Advisor Barnard Jacobs Mellet Corporate Finance Bowman Gilfillan Inc.
(Pty) Ltd
COPPER RESOURCES CORPORATION