19 Jan 2011 08:30
19 January 2010
Maghreb Minerals PLC
("Maghreb" or the "Company")
Appointment of a new Non-Executive Chairman and Director, Loan Agreement, Issue of Options
Appointment of Director
The Board of Maghreb Minerals is pleased to announce the appointment of Mr Nicholas Karl Davidoff (29) to the Maghreb Board and to the post of non-executive Chairman. Mr Davidoff is employed by New York based Firebird Management LLC, affiliates of which control, through two managed funds, 67% of the issued capital of Sallies Limited and 56% of Maghreb. Mr Davidoff is the Non-executive Chairman of Sallies Ltd ("Sallies") and a director of Kenya Fluorspar Company Limited ("KFC"). His career has been spent in various investment management roles and holds a BSM from Tulane University.
Additional information:
Mr Davidoff has held the following directorships in companies or partnerships in the past five years:
Current: | Former: |
Sallies | Naco Fuel JSC |
KFC | |
Centric Energy | |
Shivee Ovoo JSC | |
Berkh Uul JSC |
There are no further details in relation to the above appointment which require disclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules for Companies.
Commenting, Richard Linnell, Director, said:
"The appointment of Nicholas Davidoff will add value to the Maghreb Board and provides invaluable knowledge of the fluorspar sector and, in particular, the assets of both Sallies and KFC. Nicholas' appointment will assist Maghreb to realise its stated strategy of consolidating Firebird's fluorspar interests to enable Maghreb to develop the necessary critical mass in the international fluorspar sector."
Change of Non-Executive Chairman
Mr Linnell has tendered his resignation as non-executive Chairman of the Company. Mr Linnell will remain a non-executive director of the Company. The Board has accordingly appointed Mr Davidoff as non-executive Chairman. This decision follows the signing of the agreements to acquire Firebird's interests in Sallies and KFC announced previously and reflects the increased emphasis on these projects in the Company's future.
The Board takes this opportunity to formally thank Mr Linnell for the significant contribution he has made to the restructuring and development of the Company into a significant player in the international fluorspar market.
Grant of Options
The Company announces the grant of 84,000,000 options over ordinary shares of £0.006 each to the directors of the Company and senior management of Sallies. All of the options granted pursuant to this announcement are exercisable at a price of 2.0 pence per ordinary share.
| Options Granted | Options held following this notification |
Dunbar Dales | 13,000,000 | 17,000,000 |
Richard Linnell | 13,000,000 | 17,000,000 |
Albert Gourley | 10,500,000 | 14,000,000 |
James Passin Nicholas Davidoff Management
| 10,500,000 17,000,000 20,000,000
| 14,000,000 17,000,000 20,000,000
|
Messrs Linnell, Dales, Gourley, Passin and Davidoff are directors of Maghreb.
The total number of options outstanding is now 99,000,000 representing 15.61 % of the current issued share capital and 7.38% of the share capital as enlarged by the proposed acquisitions of Firebird's interests in Sallies and KFC as disclosed on 24 December 2010.
Facility Agreement
Maghreb and Sallies have entered into a fixed term Facility Agreement whereby Maghreb has agreed to provide Sallies with an unsecured facility of up to $ 8 million to be used to fund the working capital needed to restart operations at the Witkop Mine. Maghreb will provide Sallies with an initial advance of $2 million. Thereafter, Sallies may apply at any time before 31 December 2011, to draw a sum of not less than $1 million and not more than $2 million and Maghreb, through the Independent Directors, as defined below, will be entitled at its absolute discretion to grant or refuse such a drawdown. The loan is unsecured. Interest will be charged at a rate of 10%. The first interest will be paid on 30 June 2011 and quarterly thereafter. The principal amount and any accrued but unpaid interest will be repaid by no later than 31 December 2012. The Facility Agreement is conditional upon the approval of the South African Reserve Bank.
Related Party Transactions
Where a company whose shares are quoted on AIM enters into a Related Party Transaction, AIM Rule 13 requires the independent directors of the company to confirm that they consider, having consulted with the company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the company's shareholders are concerned.
The Facility Agreement is between Maghreb and Sallies and both companies are controlled by Firebird Management LLC, through its funds Firebird Global Master Fund Ltd and Firebird Global Master Fund II Ltd.
For the purposes of the Facility Agreement, Richard Linnell and Dunbar Dales are considered to be independent directors (the "Independent Directors"). The Independent Directors consider that, having consulted with Westhouse Securities Limited, the Company's Nominated Adviser, the terms of the Facility Agreement are fair and reasonable insofar as the independent shareholders are concerned.
Tunisian operations
Maghreb has suspended its exploration activities at its Zriba fluorspar prospect in light of the current security situation in the country. All staff have been sent home and the drill rig stored in a secure place. The security situation will be monitored on an ongoing basis with the intention of restarting activities as soon as possible.
For further information, please contact:
Maghreb Minerals Plc
Dunbar Dales - CEO Tel: +27 83 258 9062
Westhouse Securities Limited Tel: +44 (0) 20 7601 6100
Tim Feather / Martin Davison
ENDS