SETTLEMENT WITH FRASER TURNER OVER MARAMPA ROYALTY (0483F)
June 11 2012 - 2:00AM
UK Regulatory
TIDMLOND
RNS Number : 0483F
London Mining Plc
11 June 2012
London Mining Plc
Quoted on London AIM (LOND LN)
("London Mining" or the "Company")
11 June 2012
SETTLEMENT WITH FRASER TURNER OVER MARAMPA ROYALTY
London Mining announces that it has reached an agreement with
Fraser Turner Limited ("Fraser Turner") in connection with the
termination of a consulting agreement dated 28 February 2007 (the
"Consulting Agreement") and settled the dispute relating to a claim
for a 2% revenue-related royalty brought by Fraser Turner over
production at the Marampa Project in Sierra Leone with immediate
effect.
The Consulting Agreement under dispute contemplated the payment
of certain royalties relating to London Mining's iron ore
production at Marampa. These royalties included a 10USc/t sold
royalty that was not in dispute and a 2% royalty on revenue from
the Marampa Project, which was disputed by London Mining.
The key terms of the agreements are as follows:
-- The Consulting Agreement has been terminated.
-- In consideration of the settlement of the dispute which has
included a close out of the Consulting Agreement (including
replacement of the undisputed 10USc/t royalty), London Mining has
elected to:
o pay Fraser Turner a fee of USD2.35 million in cash and a
further fee of GBP2.38 million which London Mining has elected to
satisfy by the issue of 1 million ordinary shares in London Mining
at a price of GBP2.38 per share (the "Shares"). If the Shares and
any benefits derived from such Shares are worth less than GBP7 per
a share at the end of three years or earlier in certain
circumstances, an additional payment equal to the differential must
be paid to Fraser Turner, which London Mining can elect to satisfy
in shares (the "Top-up"); and
o pay a total royalty equal to 0.3% of the price received by
London Mining for iron ore sales from Marampa, net of the existing
royalty payable to the Government of Sierra Leone on an FOB
basis.
-- London Mining and Fraser Turner have agreed that the Shares
will be subject to a lock-up for a period of 2 years, provided that
the Shares will be released from the lock-up in certain
circumstances, including in the event that London Mining's
obligation to pay the Top-up Amount falls away as a result of
London Mining's share price exceeding GBP7.
-- It has been agreed that London Mining will have a first right
of refusal on any potential iron ore mining opportunities in West
Africa identified by FT Services (Oxford) Limited pursuant to an
agreement entered into between them (the "Services Agreement").
-- The parties have agreed that half of the Shares, and any
proceeds resulting from the sale thereof, will be held by a third
party custody agent for a period of 2 years, which may be extended
to 3 years in certain circumstances. In the event of a material
breach of the Services Agreement, Fraser Turner has agreed to
surrender half of the Shares and any proceeds resulting from the
sale of such shares to London Mining, and that the amount of the
Top-up (if any) shall be reduced by 50%.
-- London Mining will apply for admission of the Shares to
trading on AIM. Admission is expected to become effective on 15
June 2012.
For more information, please contact:
London Mining Plc
Graeme Hossie, Chief Executive Officer
Rachel Rhodes, Chief Financial Officer
Rohit Bhoothalingam, Head of Legal +44 (0)20 7408 7500
Liberum Capital (Nominated Advisor/Broker)
Clayton Bush / Christopher Kololian +44 (0)20 3100 2000
J.P. Morgan Cazenove (Broker)
Neil Passmore / Ignacio Borrell +44 (0)20 7742 4000
Brunswick Group
Carole Cable / Rosheeka Field +44 (0)20 7404 5959
About London Mining
London Mining is focused on identifying, developing and
operating mines to become a mid-tier supplier to the global steel
industry. London Mining is producing high specification iron ore
from its Marampa mine in Sierra Leone and developing two other iron
ore mines in Greenland and Saudi Arabia as well as a coking
operation in Colombia. All London Mining's assets have deliverable
production with potential for expansion. The Company listed on AIM
in London on 6 November 2009. It trades under the symbols LOND.L
(Reuters) and LOND LN (Bloomberg). More information about London
Mining can be found at www.londonmining.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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