Securities code: 002738 securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022-011
Bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Announcement on acquisition of equity of bikita lithium mine in Zimbabwe
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. This transaction still needs the approval of the seller's board of directors and shareholders' meeting, and there is still some uncertainty whether it can be approved.
2. The acquisition still needs the approval / filing of relevant departments such as the Chinese government, the government of Mauritius and the government of Zimbabwe. There is still some uncertainty whether it can be approved / filed.
3. Affected by the demand relationship, industrial environment, industrial policies and other factors, the price of lithium concentrate products may fluctuate greatly, and the development benefits of the target company are uncertain.
4. The target company is located in Zimbabwe. The subsequent operation of the mine is greatly affected by Zimbabwe's macro environment, industrial policies, exchange rate fluctuations and laws and regulations. If Zimbabwe's relevant policies change, it will have an impact on the target company's future production, operation and profitability.
5. Professional organizations have estimated the resource reserves of bikita project, but the data may still be inconsistent with the actual total resources, reserves and actual recoverable reserves.
1、 Overview of this transaction
(I) basic information of this acquisition
In order to increase the company's reserves of lithium mineral resources, improve the company's self-sufficiency rate of lithium salt business raw materials, promote the implementation of the company's strategic development plan and realize the company's sustainable development. January 29, 2022, The wholly-owned subsidiary of Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as "the company" and "the company") China Mining (Hong Kong) rare metal resources Co., Ltd. (hereinafter referred to as "Hong Kong China Mining rare") signed the share and debt sale agreement with African metals Management Services Ltd (hereinafter referred to as "AMMS") and southern African Metals & minerals Ltd (hereinafter referred to as "Samm") (hereinafter referred to as "this Agreement"), Hong Kong China Mining rare intends to acquire 100% equity of 1 African minerals Ltd (hereinafter referred to as "AFMIN") and 2 amzim minerals Ltd (hereinafter referred to as "amzim") jointly held by AMMS and Samm at the benchmark consideration of US $180 million. At present, AFMIN and amzim, the subject of the transaction, jointly hold 74% equity of bikita minerals (private) Ltd (hereinafter referred to as "bikita company" and "subject company"), and the main assets of bikita company are bikita lithium mine project in Zimbabwe. Bikita is implementing internal restructuring and share repurchase cancellation. If the final internal restructuring of bikita is approved by the government, the company will hold 99.05% equity and corresponding related creditor's rights of bikita; If the final internal restructuring of bikita is approved by the government and the implementation of share repurchase and cancellation is completed, the company will hold 100% equity and corresponding related creditor's rights of bikita.
Bikita lithium mine project is in the production stage, and the main products are technical grade lithium permeable feldspar concentrate and cesium garnet concentrate with high grade and low impurities. According to the resource estimation report in accordance with ni43-101 issued by independent resource estimates (IRES), the accumulated lithium mineral resources detected in bikita lithium mining area are 29.414 million tons of ore, the average grade of Li2O is 1.17%, and the content of Li2O metal is 344000 tons, equivalent to 849600 tons of Li2CO3 equivalent. The amount of tantalum mineral resources associated with sqi6 ore body is 8.4 million pounds of Ta2O5, with an average grade of 186ppm.
(II) review procedure
This transaction has been deliberated and approved at the 16th meeting of the 5th board of directors of the company. The independent directors gave their independent opinions. According to the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association, this transaction does not involve related party transactions and does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of counterparty
(I) counterparty 1: AMMS
1. Enterprise name: African metals Management Services Ltd (hereinafter referred to as "AMMS") 2. Enterprise type: limited liability company
3. Company Registration No.: 1740930
4. Registered address: 3076 Sir Francis Drake's highway, Road Town, Tortola, British Virgin Islands
5. Major shareholders and shareholding ratio
Serial number shareholder name shareholding ratio
1 South African Investments Ltd 92.90%
2 Ammhold Limited 7.10%
6. Association relationship: the company has no association relationship with the counterparty AMMS
(II) counterparty 2: Samm
1. Enterprise name: Southern African Metals & minerals Ltd (hereinafter referred to as "Samm") 2. Enterprise type: limited liability company
3. Company Registration No.: 1809917
4. Registered address: 3076 Sir Francis Drake's highway, Road Town, Tortola, British Virgin Islands
5. Major shareholders and shareholding ratio
Serial number shareholder name shareholding ratio
1 AMMS 78.22%
2 Multiconsult Trustees Ltd. 21.78%
6. Association relationship: there is no association relationship between the company and the counterparty Samm
3、 Basic information of transaction object
(I) transaction target 1: AFMIN
1. Company name: African minerals Ltd
2. Date of establishment: June 26, 2006
3. Registered at: 33, Edith Cavell street, Port Louis, 11324 Mauritius
4. Registration No.: ac63724
5. Ownership structure: AMMS holds 87.99% and Samm holds 12.01%
6. The main assets are 55.39% equity of bikita company and there is no other business
(II) transaction target 2: amzim
1. Company name: amzim minerals Ltd
2. Date of establishment: June 26, 2006
3. Registered at: 33, Edith Cavell street, Port Louis, 11324 Mauritius
4. Registration No.: ac63678
5. Ownership structure: AMMS holds 96.34% and Samm holds 3.66%
6. The main assets are the 18.61% equity of bikita company and there is no other business
Transaction target 1 and transaction target 2 jointly hold 74.00% shares of bikita company.
(III) specific information of bikita company is as follows:
1. Company name: bikita minerals (private) Ltd
2. Registered address: 14 jams Martin drive, Lochinvar, Harare, Zimbabwe
3. Date of establishment: June 10, 1952
4. Company Registration No.: 222 / 1952
5. Current shareholders and shareholding ratio
Serial number shareholder shareholding ratio
1 AFMIN 55.39%
2 AMZIM 18.61%
3. Other shareholders 26.00%
6. Business scope: development of lithium, cesium and tantalum ores
7. The main assets of bikita company are bikita lithium mine project in Zimbabwe, including bikita mining right and corresponding production facilities.
8. There is no mortgage, pledge, major dispute, lawsuit, arbitration, seizure, freezing and other judicial measures on the subject matter of this transaction.
9. Financial indicators
The main financial data (non consolidated basis) of the transaction target 1 AFMIN in the latest year is as follows:
Unit: USD
December 31, 2020 (Unaudited) December 31, 2021 (Unaudited)
Total assets 14899142.06 19311523.88
Total liabilities 15478625.84 6897338.46
Net assets -579483.78 12414185.42
2020 (Unaudited) 2021 (Unaudited)
Operating income 0
Operating profit -800.00 -967830.04
Net profit 85698.24 -881331.80
The main financial data (non consolidated basis) of the transaction target 2 amzim in the latest year and another period are as follows: unit: USD
December 31, 2020 (Unaudited) December 31, 2021 (Unaudited)
Total assets 5037363.04 8368476.85
Total liabilities 5245213.69 3422766.97
Net assets -207850.65 4945709.88
2020 (Unaudited) 2021 (Unaudited)
Operating income 0
Operating profit -309302.75 -364586.90
Net profit -280095.16 -346440.47
Target company Bi
