TSG.L Regulatory News (TSG)

28 Apr 2005 07:00

Trans-Siberian Gold PLC28 April 2005 news release For immediate release: 28 April 2005 Trans-Siberian Gold plc Agreement reached on revised terms for second investment by AngloGold Ashanti LONDON: 28 April 2005 - Trans-Siberian Gold plc (TSG) is pleased to report thatagreement has been reached with AngloGold Ashanti Limited (AGA) in relation torevised terms for the second share subscription envisaged in the agreement withAGA dated 30 June 2004, and subsequently amended on 22 December 2004 and 15April 2005. A revised subscription price of £1.30 per share has been agreed, as compared to£1.494 per share, reflecting the increased capital cost of the Asacha minedevelopment which is nevertheless projected to provide an acceptable rate ofreturn for TSG. The Subscription is conditional on TSG shareholder approval. Anotice calling an extraordinary general meeting for this purpose will be postedshortly together with a letter to shareholders on the status of the Asachaproject. The second subscription was originally conditional, inter alia, on TSG enteringinto a binding agreement to implement project financing for Asacha, however inthe December 2004 amendment this condition was removed. Instead, TSG and AGAagreed that the second subscription would be conditional on revisedimplementation and financing plans for the Asacha project being unanimouslyapproved by the TSG Board and any regulatory filings in the Russian Federationnecessary for the revised implementation plan having been made. These conditionshave now been waived or satisfied. The subscription will remain subject to theoutstanding conditions, such as no material adverse change to the business ofTSG having occurred. These conditions will remain in place until TSG shareholderapproval for the transaction has been obtained. AGA currently has a 17.5% equity interest in TSG that will increase to 29.9%upon completion of the second subscription. The second subscription will involvethe issue of 6,131,585 new ordinary shares to AGA for a consideration of£7,971,060.50. Assuming shareholder approval is obtained the transaction will then becompleted. Following the subscription AGA will continue to have all the rightscontained in the original subscription agreement, including: - two appointees on TSG's Board; - rights of first refusal over the financing of the Veduga project; - pre-emptive rights to a 51% interest in TSG's new mining or exploration projects (subject to certain exceptions); and - anti-dilution rights in the event of further share issues by TSG. Furthermore, the three-year technical consultancy agreement effective from July2004 continues in force. TSG is looking to strengthen its management team and is therefore in the processof recruiting an executive Operations Director. A short list of candidates hasbeen identified and an appointment is expected to be made shortly. TheOperations Director will have full authority over all operational issuesincluding the implementation of the Asacha and Veduga projects. Jocelyn Waller, TSG's Managing Director comments: "We are pleased that AngloGoldAshanti is taking its interest in and partnership with TSG to the next level.Together we can now concentrate on getting the Asacha project financed andbuilt, the Veduga feasibility study completed satisfactorily and continue toexplore successfully. It is a good outcome for all parties." Ends For further information, please contact: Jocelyn Waller,Managing Director,Trans-Siberian Gold plc 01223 265 761/ 07778 164 376 Simon Olsen,Finance Director 01223 265 768/ 07770 484 965Trans-Siberian Gold plc Keith Irons, 020 7444 4155/ 07885 356 639Simon Rothschild 020 7444 4153/ 07703 167 065Bankside Consultants Michael O'Brien, 020 7523 8423Chris Howard, 020 7523 8314Collins Stewart This information is provided by RNS The company news service from the London Stock Exchange