SECONDARY INWARD LISTING OF ALPHAMIN RESOURCES CORP. ON THE ALTERNATIVE EXCHANGE OPERATED BY THE JSE LIMITED
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SECONDARY INWARD LISTING OF ALPHAMIN RESOURCES CORP. ON THE ALTERNATIVE EXCHANGE OPERATED BY THE JSE LIMITED

Alphamin Resources Corp.

Continued in the Republic of Mauritius

Date of incorporation: 12 August 1981

Corporation number: C125884 C1/GBL

TSX-V share code: AFM

JSE share code: APH

ISIN: MU0456S00006

(“Alphamin” or the “Company”)

SECONDARY INWARD LISTING OF ALPHAMIN RESOURCES CORP. ON THE ALTERNATIVE EXCHANGE OPERATED BY THE JSE LIMITED

TERMS OF THE PRIVATE PLACEMENT

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION.

1. Background

Shareholders and prospective participants in the Private Placement (defined below) (“Participants”) are referred to the pre-listing announcement released by the Company on SENS on 28 November 2017 (“Pre-Listing Announcement”), and the subsequent announcement released by the Company on 6 December 2017, regarding the proposed listing of all Alphamin’s issued and fully paid common shares (“Common Shares”) on the Alternative Exchange (“AltX”) operated by the JSE Limited (“JSE”) (“Secondary Listing”).

The Company is primary listed on the TSX Venture Exchange (“TSX-V”) and intends conducting an equity raise in terms of a private placement, prior to the Secondary Listing, in both South Africa

(“South African Private Placement”) and abroad (“TSX-V Private Placement”) (together, the “Private Placement”).

The board of directors of the Company has resolved to proceed with the Private Placement on the terms set out in this announcement.

Tremont Master Holdings Limited, an existing Alphamin shareholder which currently holds 44.1% of Alphamin’s issued Common Shares, has committed to participate in the Private Placement in an amount equivalent to 44.1% of the total amount raised in the Private Placement.

2. Terms of the Private Placement

 The Company will issue approximately 223.2 million Units (as defined below) at a price of CAD 0.32 per Unit in relation to the TSX-V Private Placement and at a price of ZAR 3.40 per Unit in relation to the South African Private Placement to raise aggregate gross proceeds of approximately USD 56.1 million (ZAR 759 million).

Each Unit comprises one Common Share and one half of one Common Share warrant (each whole Common Share warrant being hereinafter referred to as a “Warrant”). Participants will receive Warrants by virtue of their participation in the Private Placement, and as a result of their subscription for Common Shares.

Each Warrant gives its holder an option to acquire one Common Share at any time during the period of 36 months following the issue thereof at an exercise price of CAD 0.40 per Common Share or the ZAR equivalent thereof (as the case may be), subject to adjustment in certain events, namely, share consolidations, splits, amalgamations or other corporate reorganisations. The exercise price of a Warrant for Participants in the South African Private Placement will be determined with respect to the average CAD:ZAR exchange rate, as determined by Nedbank Limited, on the last business day in South Africa immediately preceding the day on which the Warrant is exercised.

As regards Participants in the South African Private Placement, the Warrants will be issued to them on Friday, 15 December 2017. The exercise or disposal of such Warrants after the Warrant Hold Period (as defined below) will be subject to the requisite approval being obtained from The Financial Surveillance Department of the South African Reserve Bank (“SARB”).

The Warrants will not initially be listed on any exchange and the Warrants and Common Shares will not be tradable as a linked Unit. The Warrants will be subject to a four-month holding period (“Warrant Hold Period”) to coincide with the four-month holding period which applies to the Common Shares under Canadian securities law and the policies of the TSX-V (“Common Share Hold Period”) (together, the “Hold Periods”), as further detailed in the Pre-listing Announcement. During the Hold Periods, holders of Warrants and Common Shares may not transfer their Warrants or Common Shares, nor exercise their Warrants.

All amounts have been translated using exchange rates of USD:CAD 1.27310, CAD:ZAR 10.62662, and USD:ZAR 13.52875 being the exchange rates prevailing on 6 December 2017, the last practicable date prior to this announcement.

3. Salient dates and times of the South African Private Placement and Secondary Listing

 Due to differing market and regulatory requirements, the dates of the conclusion of the South African Private Placement and the TSX-V Private Placement will be different. The dates and times set out below pertain to the South African Private Placement only. The TSX-V Private Placement is likely to take longer to conclude, which will result in a listing of the Common Shares issued in terms of the TSX-V Private Placement on a date after the listing date of the Common Shares on the AltX (“Secondary Listing Date”) referred to below.

The salient dates and times in respect of the South African Private Placement and Secondary Listing are as follows:

2017

Opening date of the South African Private Placement at 09:00

Friday, 8 December

Closing date of the South African Private Placement at 12:00

Monday, 11

December

Successful Participants in the South African Private Placement advised

Monday, 11

December

of their allocations
Publication date of the final number of Units to be issued pursuant to the

Tuesday, 12

December

South African Private Placement
Secondary Listing Date on or about, subject to approval being received

Friday, 15

December

from the JSE and TSX-V
Date for Common Share certificates and Warrant certificates to be

Friday, 15 December

couriered  to  successful  Participants  in  the  South  African  Private
Placement on or about

Notes:

The above dates and times are subject to change. Any such change will be released on SENS.

All references to dates and times are to local dates and times in South Africa.

Johannesburg

8 December 2017

 

Alphamin Resources Corp.

Alphamin’s registered office and postal address: C2-202, Level 2, Office Block C, La Croisette, Grand Baie, Mauritius

Telephone: + 44 759 556 7793
Website: https://alphaminresources.com

South African Corporate Adviser, Investment Bank, JSE Sponsor and South African Bookrunner

Nedbank Limited (acting through its Corporate and Investment Banking Division)

South African Legal Adviser

Hogan Lovells (South Africa) Inc.

Canadian Legal Adviser

Stikeman Elliott LLP

South African Transfer Secretaries

Computershare Investor Services Proprietary Limited

Canadian Transfer Agent and Registrar

Computershare Investor Services Inc.