7 Sep 2007 13:45
FOR IMMEDIATE RELEASE 7 SEPTEMBER 2007
SIRIUS EXPLORATION PLC ("Sirius Exploration", "Sirius" or "Company")) INTENDED ACQUISITION OF NJAHILI RESOURCES PLC ("Njahili Resources" or "Njahili") AND PLANS TO RAISE ‚£5 MILLION TO ‚£6 MILLION The Board of Sirius Exploration is pleased to announce the Company's intentionto acquire the whole of the issued share capital of Njahili Resources subjectto inter alia the reregistration of Njahili Resources as a limited company,completion of a placing to raise up to ‚£6 million and shareholder approval. Asthe acquisition will constitute a reverse takeover under the AIM Rules due tothe size of the acquisition in relation to the size of Sirius, trading in theCompany's Ordinary Shares has been suspended with immediate effect pending thepublication of the Company's circular and AIM admission document. The vendorsof Njahili Resources will, as a result of the transaction, acquire more than 30per cent of the enlarged issued Ordinary Share capital of the Company and,accordingly, the acquisition will also be subject to the grant of a waiver, asappropriate, by The Panel on Takeovers and Mergers from the requirements ofRule 9 of The Takeover Code following the approval by the Company'sShareholders of an appropriate resolution at an Extraordinary General Meeting.As stated above, it is a prerequisite of the acquisition that Njahili Resourcesreregisters as a limited company and, accordingly, Njahili Resources has todaywritten to its shareholders outlining the plans for the proposed merger.
Richard Poulden, Chairman, of Sirius, commented:
"This merger will bring together two excellent management teams with the breadth of capability to build a substantial new business from the assets we have and to make further acquisitions.
The assets being acquired include a substantial iron ore project in SierraLeone together with a number of other exploration targets in precious metalsand diamonds which complement the Company's existing copper project inMacedonia. We believe gold production will come on stream in two West Africanprojects in 2008 and potential copper and gold production in Europe in 2009.
With the management team that we will have in place, I am confident that this will be an excellent merger for both companies' shareholders."
The outline terms of the proposed transaction are that, subject to certain conditions, Sirius will acquire the whole of the issued share capital of Njahili in consideration for the issue of approximately 122.5 million new Ordinary Shares equivalent to ‚£7.8 million, based on the price for Sirius Ordinary Shares of 6.375 p per share as at the close of business on 6 September 2007.
Assuming that the merger is completed as contemplated, the shareholders ofNjahili will own approximately 64 per cent. of the enlarged share capital ofthe Company subject to the effects of the Company's proposed placing to raisenew money for the enlarged GroupA further announcement will be made when all the arrangements have beenfinalised and the Company is able to publish its circular incorporating its AIMadmission document.For further information:Sirius Exploration Plc Mobile: 07879 447 601 Richard Poulden (Chairman) Mobile: 078 7988 7755
richard.poulden@siriusexploration.com Jonathan Harrison (Financial Director)
Beaumont Cornish Tel: 020 7628 3396 Roland Cornish, (Chairman) Cubitt Consulting Tel: 020 7367 5100
Brian Coleman-Smith / Leanne Denman 2
SIRIUS EXPLORATION PLC