/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO
U.S. NEWS AGENCIES/
TORONTO, June 12 /CNW/ - Africo Resources Ltd. (TSX: ARL) is pleased to
confirm that, further to its news release of April 21, 2008, Africo's
shareholders have voted to approve the $100M private placement at a price of
$2.50 per unit by Camrose Resources Limited ("Camrose") and the associated
transactions with Camrose as detailed in that press release. Each unit will
consist 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 for an eighteen month period following closing. This
placement will result in Camrose owning approximately 60% of the outstanding
share capital of Africo prior to the exercise of any warrants. Camrose is
entitled to majority representation on the Board of Africo, and the right to
participate in future financings to maintain its percentage equity ownership.
In terms of agreements concluded between Africo and Camrose and approved
by shareholders in today's vote, Camrose has agreed that the entity which is
involved in a legal dispute regarding the ownership of Africo's Kalukundi
property, and which was recently acquired by an affiliate of Camrose, will
unequivocally confirm Africo's ownership of 75% of the outstanding shares of
Swanmines, the entity holding the Kalukundi project, in consideration for
which Africo will issue an aggregate of 5,400,000 common shares to Camrose.
Africo has also agreed to acquire 75% of the Mashitu property, adjacent
to Kalukundi, from an affiliate of Camrose, with the remaining 25% interest
continuing to be held by Gecamines. The purchase price is to be based on a
valuation to be prepared by SRK and will be satisfied by the issuance of
common shares of Africo at a price per share of $2.50.
Dr. Tony Harwood stated that: "We thank our shareholders for their
overwhelming support of this new partnership which will enable us to continue
building Africo and bringing the Kalukundi property into production. We look
forward to finalizing the transaction."
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: Dr Tony Harwood, President and CEO, on tel:
+27(11) 463-0081; Michael O'Brien, CFO, on tel: (604) 646-3225; Charmane
Russell (Investor Relations), on tel +27(11) 880-3924