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5 September 2011
CHANGES TO THE BOARD OF DIRECTORS, UPDATE TO SHAREHOLDERS AND FUNDING PLANS

Johannesburg, 5 September 2011: The South African based mineral exploration and development company, Miranda Mineral Holdings Limited (“Miranda” or “the Company”), has today announced that the Board of Directors (“the Board”) has resolved to remove a non-executive and former Chief Executive Officer, Mr Ron Nel, as a director of the Company.

The removal will take effect in accordance with the provisions of section 70(2) of the Companies Act, but pending that date, Mr Ron Nel is suspended from office as a director.

Financial Director appointed

In addition, and further to the announcement of 19 July 2011 in which shareholders were advised of the appointments of Messrs P C Pienaar and C G Knobbs as non-executive independent directors, the Board has today announced that Ms Esther Johnson has been appointed Financial Director, with effect from 2 September 2011. She is a chartered accountant with 26 years experience and joins Miranda from the JSE-listed Buildmax group, where she occupied senior financial managerial positions including General Manager Finance, within Buildmax’s Mining Division.

Miranda’s Chairperson, Mrs Lulama Mokhobo, said, “Ms Johnson’s appointment forms part of the strategic realignment of the Company, which includes the recent-appointment of Mr Andrew Johnson, who is no relation to Ms Esther Johnson, as the Chief Executive Officer. Mr Johnson, who is a mining engineer with significant experience, is in the process of prioritising the Company’s asset development schedule, and in particular advancing the feasibility study of the Sesikhona coal project, including the finalisation of product offtake agreements, while also proceeding with early-stage studies for the Uithoek and Burnside coking coal projects”.

Mr Parawut Kobboon, who was appointed as the interim Group Financial Director of Miranda, will remain on the board as a non-executive director. Mr Andrew Johnson commented, “At this stage the management team’s focus is on the Sesikhona coal project, which is the asset that is closest to commercial development. Exploration and other geological assessments are underway, while a mining contractor will shortly be engaged to provide the information necessary to outline the projects potential, which will also include an expected timeline to development. Discussions with potential domestic clients that have expressed an interest in product offtake arrangements are underway, while export possibilities are also being considered”.

Business Rescue Application

It had been previously announced that Mr Ron Nel has served an application on Miranda in terms of which he, in his capacity as a shareholder and alleged creditor of Miranda, intended to make application to the North Gauteng High Court (“the Court”), Pretoria in terms of Section 131 of the Companies Act to place Miranda under supervision and to commence business rescue proceedings (“Business Rescue Application”). As at the date of this announcement, the Business Rescue Application is still to be heard by the Court.

Mr Ron Nel controls The Ronald John Nel Trust, which holds approximately 3.57 percent shareholding in the company. Thirty-four other applicants, who hold approximately 0.0010 percent shareholding in Miranda, have made an intervening application to support Mr Nel’s application.

The Company, through its legal advisor, is currently responding to the Business Rescue Application as well as the intervening and supporting applications. Once all affidavits have been duly exchanged the parties will approach the Judge President of the Court in order to request an allocation of a specific Judge to hear the matter and assign a date for a hearing. At this stage, it is not possible to advise shareholders when the matter may be heard, if at all.

Mrs Mokhobo commented, “The Board believes the application is not in the best interests of the Company, its shareholders, employees and creditors, and the Board will therefore vigorously defend the Business Rescue Application, and seek a judgment in this regard”.

Funding

An update was also provided to shareholders today in terms of the Company’s funding position.

The Company has separately negotiated additional loan funding facilities amounting to R20 million from Miranda’s two largest shareholders, Global PS Mining Investments Company Limited (R15 million) and Yakani Resources (Pty) Limited (R5 million) (“the two shareholders”). This is in addition to the existing facilities and loans of approximately R17.5 million and R2.5 million, respectively, that have been made available by the two shareholders previously, as set out in the announcement to all shareholders dated 2 August 2011.

The two shareholders jointly hold more than 40 percent of the Company’s issued share capital and have independently from each other expressed confidence in the actions being taken by the Board. The two respective shareholders have informed the Board that they support the continued assessment and expeditious development of Miranda’s asset base.

The financing loan facilities are in the form of unsecured convertible loans, which bear interest at prime and mature in January 2012. The Board has the option to repay the loans in cash or converting them into Miranda equity. The Board is also in discussion with certain other shareholders to consider advancing loans to the Company, on similar terms.

In her concluding statement, Mrs Mokhobo, said, “The Board has approved a long-term financing plan in the form of a capital raising by way of a rights issue to all shareholders, which is anticipated to be effected in early 2012 and will be subject to all shareholder and regulatory approvals”.

Further details on the rights issue to shareholders will be announced in due course.

As a result of the implementation of the above planned funding programs, the Board believes that the Company will have sufficient funds to successfully continue trading in the normal course of business for the at least the next 12-months.

 
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