Weatherly International Plc Regulatory News (WTI)

24 Jun 2005 07:01

Weatherly International PLC24 June 2005 For Immediate Release 22 June 2005 Weatherly International plc ("Weatherly" or "the Company") Placing Acquisition of WM Exploration Limited ("WMEL") Appointment of Directors The Directors of Weatherly are pleased to announce that it has entered intoconditional agreements which will provide the Company with further funds and anew strategic direction. The agreements or "Proposals", which will beconditional upon approval of shareholders at an EGM to be held on 15 July 2005,are as follows: • the placing of up to 24,117,524 new ordinary shares at 3p to raiseapproximately £723,500 (before expenses), of which approximately 5,547,832ordinary shares will be placed, for cash, with Dr. Wolf Martinick and Mr. RodWebster, the shareholders of WMEL; • the acquisition of WMEL for a consideration to be satisfied by way ofthe issue of 17,069,748 new ordinary shares at an issue price of 3p per sharewhich would value the consideration at approximately £512,000. Dr. Martinickand Mr. Webster will be awarded warrants to subscribe for up to a further4,993,958 new ordinary shares in the Company, half of which are exercisable at5p per share and half at 12p per share; and • the appointment of Dr. Wolf Martinick and Mr. Rod Webster as additionaldirectors of the Company. Reasons for the Proposals The Directors have examined several opportunities which might comprise asuitable strategy for the Company to pursue. The Directors are now pleased toput the Proposals to shareholders. The Directors consider that the Proposals will be of significant benefit toWeatherly and its shareholders through the retention of the services of twoexperienced directors and rights of first refusal over natural resourcesopportunities currently being investigated by them. Additionally, the Company welcomes the receipt of funds to be applied, as andwhen appropriate, in developing business opportunities generated by thedirectors and to provide greater financial flexibility for Weatherly. WMEL is a newly incorporated company which has executed the services agreementswith Dr. Martinick and Mr. Webster. The Directors consider that their services,which are secured through the acquisition of WMEL and provide Weatherly, interalia, exposure to natural resources projects which they are currentlyinvestigating and where they have substantial experience, represent a genuineopportunity for Weatherly. The Directors are aware that WMEL is currently investigating a number ofpotential opportunities in the natural resources sector, mainly in Africa. Ithas already identified a number of opportunities which include potentialopportunities involving certain copper mining projects in Zambia. At this time,no definitive agreements have been reached and discussions are continuing. Information on the WMEL directors Dr. Wolf Martinick, aged 60, is an environmental scientist with extensiveexperience in the mineral resource industry. He has been involved with mineralexploration and mining projects around the world, especially in Australasia,southern, central and north Africa, China, India and parts of the former SovietUnion. Dr. Martinick is a director of Sun Resources Limited, an oil and gas explorationcompany listed on the ASX, and Chairman of Ezenet Limited, a movie distributioncompany, also listed on the ASX. He was a founder director of Basin MineralsLimited, another ASX listed mineral exploration company that discovered aworld-class mineral project in Victoria, Australia, and then participated innegotiations that led to a friendly takeover of Basin by Iluka ResourcesLimited. He is also the founder director and Chairman of MBS Environmental PtyLtd, an environmental and social consultancy to the mining industry inAustralasia. Dr. Martinick is a Fellow of the Australian Institute of Mining and Metallurgyand a past Vice President of the West Australian Association of Mining andExploration Companies. For over 35 years he has been associated with theexploration and mining industry, especially with regard to environmental, water,land access and indigenous people issues. Mr. Rod Webster, aged 54, is a graduate mining engineer from the University ofSydney. He has over 28 years of experience in the resources industry, includingmore than 10 years in managing director or chief executive officer posts. More recently, he was a senior executive with First Quantum Minerals (FQM), aCanadian and AIM listed company, developing and operating copper mines inZambia, the Democratic Republic of Congo and Mauritania. He was in charge ofthe company's Mauritanian activities and prior to this was the chief executiveofficer responsible for the development of the Kansanshi mines in Zambia,probably the world's most significant new copper mine to come on stream inrecent times. He was also a non executive director of another major Zambiancopper producer, Mopani Copper Mines Ltd, in which FQM had a major interest. Prior to his involvement with FQM, he was the founding director and the chiefexecutive officer of an Australian base metals producer, Western Metals Ltd.During his stewardship, the company grew to be Australia's third largest basemetals producer, with annual production exceeding 350,000t of Zinc, 150,000t oflead and 50,000t of copper. To achieve this growth, the company raised over$600m for the development of 6 new mines and a private port. Other information The Takeover Panel has agreed, subject to shareholder approval at the AGM, towaive the requirement under Rule 9 of the Code which would otherwise requirecertain parties to the transactions to make a general offer for the issued sharecapital of the Company as a result of acquiring shares pursuant to thecompletion of the Proposals. For further information please contact: Weatherly InternationalPeter Redmond, Chairman 020 7332 2200 PR - First City Financial Public RelationsAllan Piper 020 7436 7486 This information is provided by RNS The company news service from the London Stock Exchange