10 Feb 2009 09:16
METOREX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1934/005478/06)
Share code: MTXISIN: ZAE000022745Issuer code: MEMTX("Metorex")
ANNOUNCEMENT AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the Copper Resources Corporation ("CRC" or "the Company") announcement released on AIM earlier today.
The salient features of this announcement are detailed below:
* CRC has launched an Offer for Subscription, under which it proposes to raise up to US$25 million (before expenses) primarily to provide working capital for the Company and to convert a loan from Metorex of approximately US$25 million. * The Offer for Subscription is being made to enable all existing CRC shareholders ("Shareholders") to participate only on a pro rata basis with 57 Subscription Shares being offered for every 10 Common Shares held by Shareholders as at the Record Date of 4 February. * Subscription Price of 7 pence per Subscription Share. * Metorex has elected to participate in the Offer for Subscription on a pro-rata basis through the conversion of approximately US$25 million of its loan to CRC which stood at US$29.5 million as at 31 January 2009 (including interest) ("the Metorex Loan"). * If no other Shareholders participate in the Offer for Subscription, the conversion of the Metorex Loan will result in Metorex holding approximately 87% of the enlarged issued share capital. The Offer for Subscription is not being underwritten. * Assuming the Offer for Subscription is fully subscribed, the net proceeds will substantially be used to provide working capital to CRC and its subsidiaries for approximately 12 months and for the repayment of the outstanding amount of the Metorex Loan which Metorex has not elected to convert pursuant to the Offer for Subscription, of approximately US$4.5 million as at 31 January 2009, together with any subsequent amounts drawn down and accrued interest thereon. * The Subscription Price represents a 27.8% discount to the prevailing weighted average CRC price of approximately 9.7 pence per Common Share for the 30 days to 6 February 2009, and a discount of 6.7% to the mid closing CRC price of 7.5 pence per Common Share on 6 February 2009. * A General Meeting of CRC has been convened for 24 February 2009 in South Africa, at which Shareholders who are entitled to vote will be asked to consider and, if thought fit, approve a resolution in order to enable CRC to cancel the admission of its Common Shares to trading on AIM. If Shareholders approve the resolution to cancel admission of the Common Shares to trading on AIM, such cancellation will be effected prior to the allotment and issue of Subscription Shares.
This announcement is available on the CRC website at www.copperresources.com.
Further cautionary announcement
In terms of the Listings Requirements of the JSE Limited ("JSE") this transaction is categorised as a Category 2 transaction for Metorex.
Accordingly, shareholders are referred to the cautionary announcements dated 27 November 2008, 4 December 2008 and 3 February 2009 and are advised to continue to exercise caution when dealing in their Metorex shares until a detailed announcement in terms of this transaction, including the pro forma financial effects, are made.
Rosebank10 February 2009
Sponsor on the JSE to Metorex
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
College Hill Tel: 011-447 3030
Jacques de Bie Cell: 082-691 5384
Hayley Crane
vendor