Update regarding possible offer for Kalahari Minerals

SOUTH PERTH, Australia, May 4 /CNW/ - Extract Resources Ltd (ASX/TSX/NSX: EXT) ("Extract") notes the announcement on the London Stock Exchange by Kalahari Minerals ("Kalahari"), Extract's 42.76% shareholder, confirming that discussions between Kalahari and CGNPC Uranium Resources Co Ltd ("CGNPC-URC") remain ongoing in relation to a possible cash offer by CGNPC-URC for Kalahari. Extract also notes that the deadline for CGNPC-URC to announce a firm intention to make an offer for Kalahari has been extended to 17 June 2011 by mutual agreement.

As previously announced, Extract has made submissions to the Australian Securities and Investments Commission ("ASIC") around the potential requirement for, and terms of, a downstream offer by CGNPC-URC for Extract. ASIC has not yet informed Extract of its ruling on this matter.

The independent directors of Extract will keep shareholders informed of any further developments. In the meantime, Extract intends to continue with its existing activities, which include the Husab Mine Optimisation and Resource Extension (MORE) programme, exploration drilling and the ongoing partnership process to evaluate development options for the Husab Uranium Project.

A copy of the Kalahari announcement is attached.

About Extract Resources

Extract Resources Ltd is an international uranium exploration and development company whose primary focus is in Namibia. The company's principal asset is its 100%-owned Husab Uranium Project which contains one of the fifth largest uranium only deposits in the world. Extensive exploration potential also exists for new uranium discoveries in the region. Extract Resources is listed on the Australian (ASX), Toronto (TSX) and Namibian (NSX) Stock Exchanges.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

3 May 2011

UPDATE REGARDING POSSIBLE RECOMMENDED CASH OFFER BY CGNPC-URC FOR
KALAHARI

Further to the announcement on 7 March 2011 regarding a possible recommended cash offer for Kalahari Minerals plc ("Kalahari" or the "Company") by CGNPC Uranium Resources Co. Ltd. ("CGNPC-URC") at 290 pence per share, Kalahari confirms that it remains in discussions with CGNPC-URC regarding a possible offer for the Company.

Following the tragic Japanese earthquake and tsunami and the resulting incident at the Fukushima Daiichi nuclear power plant, CGNPC-URC has had discussions with Kalahari on the terms and expected timing of the Possible Offer. After discussions between the parties it was agreed that the Panel Executive should be approached regarding a proposed reduction of the price of the Possible Offer to 270 pence per Kalahari Share.

The Panel Executive has ruled that CGNPC-URC is not permitted to announce a firm offer for Kalahari at 270 pence per share, even with the agreement of the Kalahari Board, because under Rule 2.4(c) of the City Code on Takeovers and Mergers (the "City Code"), where a potential offeror announces indicative offer terms without reserving the right to make an offer at a lower level of consideration, any offer made by it for the offeree company during the offer period and three months thereafter must be on the same or better terms. CGNPC-URC and Kalahari chose not to reserve the right for CGNPC-URC, with the agreement of the Kalahari Board, to change the terms of the Possible Offer in the 7 March 2011 announcement.

The Kalahari Board is appealing against the Panel Executive's ruling. The parties have entered into a deed of variation amending certain terms of the Implementation Agreement entered into on 7 March, including the postponement to 17 June 2011 of the date by which an announcement of a firm intention to make an offer must be made. This deed of variation is conditional upon a successful appeal of the Panel Executive's ruling.

Even if an appeal is successful, there can be no certainty that an offer will be made. No offer will be announced on 3 May 2011 as previously anticipated.

A further announcement will be made in due course.

Note 7 on Rule 2.4 of the City Code requires the Company to clarify that this statement is being made by Kalahari with the consent of CGNPC-URC (1).

Capitalised terms in this announcement have the meaning given in the 7 March 2011 announcement unless otherwise defined.

(1) Kalahari has been asked to confirm by the Panel Executive that, notwithstanding this appeal, CGNPC-URC retains the right to make an offer for Kalahari at 290 pence per share, irrespective of the outcome of the appeal.
Enquiries:
Kalahari
Mark Hohnen Tel: +44 20 7292 9110
Neil MacLachlan
Ambrian Partners Limited (Joint Financial and Rule 3 adviser to Kalahari)
Richard Chase Tel: +44 20 7634 4700
Samantha Harrison
Azure Capital (Lead Financial Adviser to Kalahari)
Geoff Rasmussen Tel: +61 8 6263 0888
Strand Hanson Limited (Nominated Adviser to Kalahari)
Simon Raggett Tel: +44 20 7409 3494
Stuart Faulkner
Rory Murphy
St Brides Media & Finance Ltd (Public Relations adviser to Kalahari)
Hugo de Salis Tel: +44 20 7236 1177
Susie Geliher

_______________________________________________________________

Ambrian, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Kalahari as financial adviser in relation to the Possible Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Kalahari for providing the protections afforded to the customers of Ambrian or for providing advice in relation to the contents of this announcement and the Possible Offer. Neither Ambrian nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Ambrian in connection with this announcement, any statement contained herein or otherwise.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Kalahari as nominated adviser and is not acting for or advising any other person and accordingly will not be responsible to any person other than Kalahari for providing advice in relation to the contents of this announcement. Neither Strand Hanson Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.

This announcement has been prepared in accordance with English law, the City Code, the AIM Rules and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Publication on website

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Kalahari's website at www.kalahariminerals.com.

Opening Position and Dealing Disclosure Requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

SOURCE Extract Resources Limited

For further information:

For further information, please visit www.extractresources.com or contact:

Extract Resources: London Office
Jonathan Leslie, CEO
Tel: +44 (0)20 7317 9220
Extract Resources: Perth Office
Siobhan Lancaster, Company Secretary/Corporate Affairs
Tel: +61 (0)8 9367 2111
slancaster@extractresources.com
Australian Media Enquiries:
MAGNUS Investor Relations/Corporate Communication (Australia)
John Gardner and Dudley White
Tel: +61 (0)2 8999 1010
Mob: +61 (0)413 355 997
Mob: +61 (0) 413 439 883
UK Media Enquiries:
Brunswick Group (UK)
Carole Cable / Pip Green
Tel: +44 (0)20 7404 5959

 

Profil de l'entreprise

Extract Resources Limited

Renseignements sur cet organisme


FORFAITS PERSONNALISÉS

Jetez un coup d’œil sur nos forfaits personnalisés ou créez le vôtre selon vos besoins de communication particuliers.

Commencez dès aujourd'hui .

ADHÉSION À CNW

Remplissez un formulaire d'adhésion à CNW ou communiquez avec nous au 1-877-269-7890.

RENSEIGNEZ-VOUS SUR LES SERVICES DE CNW

Demandez plus d'informations sur les produits et services de CNW ou communiquez avec nous au 1‑877-269-7890.