/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO
U.S. NEWS AGENCIES/
TORONTO, July 24 /CNW/ - Africo Resources Ltd (TSX:ARL), the Toronto
Stock Exchange listed mineral exploration and development company, and Camrose
Resources Limited ("Camrose") are pleased to announce that, further to
Africo's news release of April 21, 2008, the private placement of CAD$100
million at a price of $2.50 per unit with Camrose, a company incorporated
under the laws of the British Virgin Islands and whose ultimate owner is a
trust for the benefit of family members of Dan Gertler, has been completed.
Each unit consists of a common share and one-half of a share purchase warrant.
Each whole warrant will entitle Camrose to acquire an additional common share
at a price of $3.50 per share until January 24, 2010.
This placement results in Camrose owning approximately 60% of the
outstanding share capital of Africo prior to the exercise of any warrants.
This percentage will increase in connection with the transfer of the Mashitu
property as outlined below. Camrose has the right to nominate four directors
to the Board of Africo and the right to participate in future financings to
maintain its percentage equity ownership. Camrose entered into the
transactions with Africo for investment purposes and may acquire, sell or
otherwise trade in or with respect to securities of Africo in the future.
Vipar Investments Limited ("Vipar") has made certain credit facilities
available to Camrose in connection with the transactions pursuant to terms and
conditions set out in a loan facility (the "Facility") between Camrose and
Vipar. Vipar may become a direct or indirect holder of securities of Africo
pursuant to the terms of the Facility or enforcement of security thereunder.
Camrose and Vipar are arms'-length commercial parties and the foregoing should
not be construed as a statement that Camrose and Vipar are in any way acting
jointly or in concert.
Concurrent with the closing of the private placement, Africo's
wholly-owned subsidiary will re-establish ownership of 75% of the outstanding
shares of Swanmines sprl, in consideration of which Africo issued 5,400,000
common shares to Camrose. In addition, legal proceedings between Akam Mining
and Africo have ceased. As a result of this share issuance, Camrose owns
approximately 63% of the outstanding share capital of Africo.
Following the completion of drilling on the Mashitu property, Africo and
Camrose will also be working towards obtaining a valuation for the Mashitu
property, which consists of an exploitation permit for copper, cobalt, gold
and nickel in 41 blocks that are contiguous to the Kalukundi property and
cover approximately 34.82 square kilometres. Upon completion of the valuation,
Africo will acquire the Mashitu property by issuing shares to Camrose at a
deemed price of $2.50 per share.
Note for editors:
Africo Resources Ltd. is a Canadian mineral company, committed to
developing, acquiring and exploring for base metal and gold assets in Africa.
The company's main project is Kalukundi, a development stage copper-cobalt
deposit located in the Katangan Copperbelt in the Democratic Republic of Congo
(DRC). The development team has an operational base in the DRC, with the
company corporate offices located in Vancouver, Canada. The company listed on
the Toronto Stock Exchange in December 2006.
This news release contains certain statements that may be deemed
"forward-looking statements". All statements in this release, other than
statements of historical fact, that address events or developments that Africo
expects to occur, are forward looking statements. Forward looking statements
are statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates", "believes",
"intends", "estimates", "projects", "potential" and similar expressions, or
that events or conditions "will", "would", "may", "could" or "should" occur.
Although Africo believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially from
those in forward looking statements. Factors that could cause the actual
results to differ materially from those in forward-looking statements include
market prices, exploitation and exploration success, continued availability of
capital and financing and general economic, market or business conditions.
Investors are cautioned that any such statements are not guarantees of future
performance and actual results or developments may differ materially from
those projected in the forward-looking statements. Forward looking statements
are based on the beliefs, estimates and opinions of Africo's management on the
date the statements are made. Other than as required by law, Africo undertakes
no obligation to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors, should change.
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED
HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.
For further information:
For further information: Africo Resources Ltd., Dr Tony Harwood,
President and Chief Executive Officer on Tel: +27(11) 463-0081; Michael
O'Brien, Chief Financial Officer on Tel: (604) 646-3225; Camrose Resources
Limited, Weber Shandwick, James White/Alex Brod On Tel: +44(0)207 067 0000