The Board of Firestone Energy Limited (ASX/JSE: FSE) (the "Company" or "Firestone") previously announced on 7 May 2012 that its joint venture partner, Sekoko Resources (Pty) Ltd ("Sekoko"), had entered into a binding term sheet with Ariona Company SA ("Ariona"), a special purpose vehicle representing a consortium of international institutional and private investors focusing on global resource opportunities, for the sale of 800 million Firestone shares to Ariona.
Further to this announcement Firestone is pleased to report that Sekoko and Ariona have now signed a formal Share Sale and Purchase Agreement ("SPA"). The signing of the SPA means that Firestone will have a new substantial shareholder, Ariona Company SA, controlling between 19.9% and 25.69% of the issued Capital of the Company.
The Company has been informed by Sekoko Resources, its major shareholder, that the major terms of the agreement are as follows:
Firestone has been informed that the transactions above are subject to a number of conditions precedent normal to transactions of this type and include:
There are several aspects of the transactions which will require shareholder approval including, among other things Ariona acquiring more than 20% of Firestone, as an exception to Ariona making a formal takeover offer for Firestone. As updated to the Market the Company is targeting Q3 2012 as the date for a general meeting of shareholders of the Company to approve the transactions and further updates on this meeting will be advised to the market in due course.
The Company will commission a report from an independent expert to assess whether the transactions are fair and reasonable for those shareholders of the Company not participating in the transactions. The independent experts report will accompany the notice of meeting and information memorandum to be sent to shareholders.
Chief Executive Officer
Tel: Australia (+61 08 9287 4600)
South Africa (+27 11 706 3548)
Sekoko Resources (Pty) Ltd is a South African-based black-owned energy and minerals company developing the coal, magnetite iron ore and PGMs Projects in the Limpopo Province of South Africa. This includes a significant exploration program and development of the Waterberg Coal Joint Venture Project based on significant Coal Zone Resources. About Firestone Energy
Firestone Energy Limited is an independent, Australian exploration and development company listed on the Australian Stock Exchange Ltd (ASX) and the Johannesburg Stock Exchange (JSE). Firestone Energy has entered into a Joint Venture with Sekoko Resources (Pty) Ltd through which Firestone Energy has acquired the right to 60% participation interests in the Waterberg Coal Project located in Lephalale area, Limpopo Province, South Africa.
The first stage of the project is to develop the Smitspan mine which has a substantial measured thermal coal resource and to develop the Vetleegte mine which is a substantial metallurgical coal deposit.
Firestone Energy is committed to becoming a profitable independent coal and energy producer at its projects in South Africa, thereby making a substantial contribution to the social and economic development of the Lephalale area and South Africa.
3,114 million ordinary shares
Sekoko Resources (Pty) Ltd
Linc Energy Ltd
BBY Nominees Pty Ltd
Bell Potter Nominees Ltd
Directors and Officers
Non Executive Directors:
Mr Tim Tebeila (Chairman)
David Perkins (Deputy Chairman)
Dr Pius Kasolo
Mr David Knox CEO
Mr Jerry Monzu Company Secretary
Suite B9, 431 Roberts Road
Subiaco, Western Australia 6008
Tel: +61 (08) 9287 4600
29 June 2012
+27 11 706 3542