/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES/
TORONTO, March 29 /CNW/ - Platmin Limited ("Platmin" or "the Company"; TSX/AIM: PPN; JSE: PLN) today announced that it has entered into an agreement with a subsidiary of Temasek Holdings (Private) Limited ("Temasek") which will purchase from the Company a US$100 million non-interest bearing secured Convertible Debenture. Incorporated in 1974, Temasek is an Asian investment company headquartered in Singapore. Supported by 12 affiliates and offices in Asia and Latin America, Temasek owns a diversified S$172 billion (US$119 billion) portfolio as of 31 July 2009, concentrated principally in Singapore, Asia and the emerging economies.
The Convertible Debenture has a maturity date of December 31, 2010 and is convertible at a price of US$1.215 per common share (being an effective price of C$1.25). This represents a currency adjusted discount of 10% to the five day VWAP on the TSX for the five trading days ended March 26, 2010. At closing, expected to occur in mid-April, US$100 million will be deposited and held in a cash collateralized account. In the event the Convertible Debenture is not converted in full prior to the maturity date, the principal amount will be returned to Temasek. The Convertible Debenture may only be converted in full and upon conversion, a total of 82,304,526 shares will be issued to Temasek.
Prior to closing, Temasek and Platmin will enter into an Investor Rights Agreement by which Platmin will agree to appoint a nominee to its board of directors at its annual general meeting of shareholders to be held later this year. If the Convertible Debenture is not converted in full, Temasek will lose this board nominee right.
Commenting on the placement, Mr Nagi Hamiyeh, Managing Director of Investment at Temasek, said "We believe that the Asian emerging markets will be the engine of global economic and secular commodity demand growth, with demand being increasingly met by supply from new promising mining regions such as Africa. Through our investment in Platmin, we will gain direct exposure to the fast-growing automotive sectors in China and India. We are pleased to participate in the funding of Platmin as it grows into an important industry producer."
Given its significant investment in the Company, Platmin's largest shareholder group, the Pallinghurst Investor Consortium ("Pallinghurst"), will be offered the opportunity to subscribe for an additional US$ 30 million principal amount of the Convertible Debenture on the same terms as Temasek. If converted in full, a total of 24,691,358 shares will be issued to Pallinghurst. The proposed issuance of the Convertible Debenture to Pallinghurst is a related party transaction within the meaning of MI 61-101 in Canada but is exempted from the minority approval requirements by application of section 5.7 of that rule. Each independent director of Platmin has approved the placement of the Convertible Debenture to Pallinghurst and there has been no contrary view or abstention by any independent director. If Pallinghurst were to convert its Convertible Debenture in full, the Pallinghurst group would have ownership, control or direction over 181,660,104 common shares (representing approximately 38.7 % of the then outstanding common shares). The related party transaction also constitutes a related party transaction under the AIM Rules. The independent directors of Platmin, having consulted with the Company's nominated adviser, Investec Bank Plc, consider that the related party transaction is fair and reasonable so far as the shareholders of Platmin are concerned. In providing advice to the independent directors, Investec Bank Plc has taken into account the independent directors' commercial assessments.
The closing of the Convertible Debenture issuance is subject to all necessary approvals, including those of the Toronto Stock Exchange ("TSX").
In addition to the Convertible Debenture, Platmin announces that it also intends to retain agents for a potential global equity offering to raise up to an additional US$250 million. It is Platmin's expectation and intention that such new shares can be issued within the effective pricing discount of the Convertible Debenture and minimum, at the same effective price as the convertible debenture.
Funds raised will be used by the Company for working capital, to complete the build-up to full production at the Pilanesberg Platinum Mine (PPM), to pursue a number of growth and acquisition opportunities, and to further develop the company's Eastern Limb projects.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities in any jurisdiction, including the United States, or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption there from, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person, absent U.S. registration or an applicable exemption therefrom.
Platmin explores for and develops Platinum Group Metals (PGM) deposits in South Africa. The Company's principal current focus is the Pilanesberg Platinum Mine (PPM), which is building up to full production. Other projects being explored are Mphahlele, Grootboom and Loskop. Platmin's goal is to become a significant producer of PGMs.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This market release contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial and operating performance of Platmin, its subsidiaries and its mineral properties, the future price of platinum or other PGMs, the estimation of mineral resources and reserves, the realization of mineral resource estimates, exploration expenditures, costs and timing of the development of new deposits, costs and timing of the development of new mines, timing of economic and scoping-level studies, forecasts and projections of future production, capital costs and operating costs, future timing of achieving a steady state of production, future costs and timing of future exploration, requirements for additional capital, government regulation of mining operations and exploration operations, timing and receipt of approvals and licences under mineral legislation, environmental risks, title disputes or claims and limitations of insurance coverage. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements in this market release include among others: the Company's plans with respect to the future development and operation of the Pilanesberg Platinum Mine and the future advancement of the Mphahlele, Grootboom and Loskop projects; projected annualized rates of production from the Pilanesberg Platinum Mine; timing of the receipt of governmental approvals and/or acceptances; targets, estimates and assumptions in respect of platinum and other PGMs production and prices; amount and type of future capital expenditures and capital resources; mineral reserves and mineral resources; anticipated grades; recovery rates; future financial or operating performance; costs and timing of the development of new deposits; costs, timing and location of future drilling; earning of future interests in various permits; production decisions; costs and timing of construction; operating expenditures; costs and timing of future exploration; and environmental and reclamation expenses. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Platmin and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; conclusions of economic evaluations and studies; currency fluctuations; future prices of platinum and other metals; possible variations of ore grade or recovery rates; failure of equipment to operate as anticipated; accidents, political instability, insurrection or war; delays in obtaining governmental approvals or financing; liquidity and financing risks related to the global economic crisis, as well as those factors discussed in the section entitled "Risk Factors" in the Company's annual information form filed at www.sedar.com. Such forward-looking statements are based on a number of material factors and assumptions, including: that contracted parties provide goods and/or services on the agreed timeframes; that no unusual geological (including grade) or technical problems occur; that plant and equipment work as anticipated, and that there is no material adverse change in the price of platinum or other PGMs. Although Platmin has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this announcement and Platmin disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
SOURCE PLATMIN LIMITED
For further information: For further information: Charmane Russell, Russell & Associates, +27 11 880 3924, +27 82 372 5816; Nicola Taylor, Russell & Associates, +27 11 880 3924, +27 82 927 8957