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China Mineral Resources Exploration Co., Ltd. Announcement (Series)

2018-03-30   Author:
  Securities code: 002738 Securities abbreviation: China Mineral Resources Bulletin No.: 2018-029
  China Resources Exploration Co., Ltd.
  Announcement of Resolutions of the Thirteenth Meeting of the Fourth Board of Directors
  The company and all members of the board of directors ensure that the contents of information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.
  The 13th meeting of the Fourth Session of the Board of Directors of China Mineral Resources Exploration Co., Ltd. (hereinafter referred to as "the Company" or "the Company") was held on March 29, 2018 by means of communication voting. The notice of the meeting was announced on March 26, 2017. Send it by mail and in writing. The meeting should participate in the voting of 9 directors and actually participate in the voting of 9 directors. The convening and holding of the meeting were in compliance with the relevant provisions of the "Company Law" and "Articles of Association" and the meeting was legal and effective.
  The meeting reviewed and approved the Proposal on Signing a Supplemental Agreement to the Prospect Shares Agreement Limited with Australian Prospect Resources Co., Ltd., agreeing that the Company and its wholly-owned subsidiary, China International Exploration (Hong Kong) Holdings Limited ("Hong Kong") China Mine ") and Australian Stock Exchange listed company Prospect Resources Limited (Prospect Resources Co., Ltd.) signed the "supplementary agreement of the shareholding framework agreement", Hong Kong China National Mining plans to 10 million Australian dollars (equivalent to 48.27 million yuan) to subscribe Prospect Resources Ltd. The additional 166,666,667 shares were issued at a subscription price of A$0.06 per share, which represented 8.41% of the total share capital of Prospect Resources Limited upon the completion of this issuance. Prospect Resources Limited indirectly owns 70% of the Arcadia lithium project in Zimbabwe. The company’s wholly-owned subsidiary, China Resources Resources (Hong Kong) International Trading Co., Ltd., received 280,000 tons of spodumene concentrate (Li2O 6%) and 784,000 tons of lithium-penetrite feldspar concentrate (Li2O 4%) in the Arcadia lithium project. ) The underwriting right.
  Voting: Agree 9 votes, oppose 0 votes, abstain 0 votes.
  Vote result: Passed.
  For details, please refer to the announcements of China Securities Journal, Securities Times, and http://www.cninfo.com.cn on the same date as this resolution.
  China Mineral Resources Exploration Co., Ltd. Board of Directors
  March 30, 2018
  
  Securities code: 002738 Securities abbreviation: China Mineral Resources Bulletin No.: 2018-030
  China Resources Exploration Co., Ltd.
  Notice Concerning the Signing of the "Supplemental Agreement to the Shareholders' Framework Agreement" with PSC Corporation and the Purchase of PSC Company's Shares
  The company and all members of the board of directors ensure that the contents of information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.
  Special Note:
  1. Transaction content: China National Minerals International Exploration (Hong Kong) Holdings Co., Ltd., a wholly-owned subsidiary of the Company, plans to use its own capital of A$10 million to subscribe for 166,666,667 additional shares issued by Australian Prospect Resources Co., Ltd. at a subscription price of A$0.06 per share. It accounted for 8.41 % of the total share capital of Prospect Resources Co., Ltd. after this issuance. Prospect Resources Co., Ltd. owns 70% of the Arcadia lithium project in Zimbabwe. The company’s wholly-owned subsidiary, China Resources Resources (Hong Kong) International Trading Co., Ltd., received 280,000 tons of spodumene concentrate (Li2O 6%) and 784,000 tons of lithium-penetrite feldspar concentrate (Li2O 4%) in the Arcadia lithium project. ) The underwriting right.
  2. Impact on listed companies: This transaction is beneficial to increase the company's lithium mineral resources reserves and international trading business, and can improve the company's main business profitability and sustainable development capabilities.
  3. The transaction was considered and passed at the 13th meeting of the 4th Board of Directors of the Company. Independent directors issued independent opinions on their consent. This transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the Administrative Measures for Major Asset Restructuring of Listed Companies.
  Special risk tips:
  1. There may be a risk that the Arcadia Lithium project's resource/reserve estimate may differ from the actual value, and there may be differences in the amount of resources and actual recoverable reserves.
  2. The project is in the early stage of development and there is a risk of uncertainty in the project development benefits.
  An overview of the transaction
  In order to give full play to the comprehensive competitive advantages of Sino-Mining Resources Exploration Co., Ltd. (hereinafter referred to as "the company" or "the company") and its comprehensive working experience in overseas operations, we will seize the opportune time for the development of the mining industry and promote the implementation of the company's strategic development plan. The development of the company’s mining investment development business and the realization of the company’s continued growth and value enhancement were reviewed and approved by the company at the 5th meeting of the 4th Board of Directors held on November 8, 2017. The company and its wholly-owned subsidiary, China International Mining Exploration (Hong Kong) ) Holdings Co., Ltd. (hereinafter referred to as "Hong Kong China Mine") and Prospect Resources Limited (Prospect Resources Co., Ltd., hereinafter referred to as "PSC Co., Ltd.") have signed an "Investment Shares Framework Agreement", stipulating that within three months of the signing of the agreement, the company will subscribe for additional PSC companies. In order to further negotiate the terms of the general contract construction contract and the related financing agreement, the company and PSC negotiated and agreed to postpone the issuance of PSC additional shares and sign the general contract construction contract until March 31, 2018. For details, please refer to the announcements published in China Securities Journal, Securities Times, and http://www.cninfo.com.cn on November 9, 2017 and February 13, 2018.
  On March 29, 2018, the Company and Hong Kong China National Mine, a wholly-owned subsidiary of the Company, signed a "Supplemental Agreement to the Shareholders Framework Agreement" with PSC Corporation. Hong Kong China Mine plans to subscribe the PSC with A$10 million (equivalent to RMB 48.27 million). The company issued 166,666,667 additional shares at a subscription price of A$0.06 per share, which accounted for approximately 8.41% of the total share capital of PSC after the completion of the issuance. PSC has a 70% interest in the Arcadia lithium project in Zimbabwe. The company's wholly-owned subsidiary, China Resources Resources (Hong Kong) International Trading Co., Ltd. (hereinafter referred to as "Hong Kong China Mining"), received 280,000 tons of spodumene concentrate (Li2O 6%) and 784,000 tons of the Arcadia lithium project. Lithium feldspar concentrate (Li2O 4%) underwriting right.
  According to the PSC Corporation announcement, as of December 6, 2017, Arcadia lithium mines meet the JORC specification (2012 version) of ore resources of 43.2 million tons (average grade of Li2O 1.41%, average grade of Ta2O5 119ppm, and grade of Li2O cutoff 1%). The proven and controlled ore resources are 37.4 million tons (Li2O grade 1.42%, Ta2O5 average grade 126ppm). According to the financial report issued by PSC on December 31, 2017, as of December 6, 2017, the reserves of mines that can be mined + pre-mined ores are 26.9 million tons (average Li2O grade is 1.31%, average grade of Ta2O5 is 128ppm). .
  The company held the 13th meeting of the 4th Board of Directors on March 29, 2018 to discuss and approve the “Proposal on the Signing of a Supplemental Agreement to the Prospectus Agreement with Australia Prospect Resources Co., Ltd.” and agreed to sign the agreement between the company and Hong Kong China Resources. The Supplemental Agreement for the Shareholders' Framework Agreement authorizes the manager of the company to handle the subscription of shares and other matters as stipulated in the agreement.
  The transaction does not need to be submitted to the company's general meeting for deliberation, does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the Administrative Measures for Major Asset Restructuring of Listed Companies.
  Second, the basic situation of the counterparty
  1. Company name: Prospect Resources Limited.
  2. Types of companies: Listed companies on the Australian Securities Exchange. The stock code is PSC.
  3. Common share capital and market capitalization: 1,814,448,304 shares were outstanding. On March 28, 2018, the closing price was 0.055 Australian dollars per share, with a market value of 9.9994 million Australian dollars.
  4. Registered address: 6/245 Churchill Avenue, Subiaco WA 6008, Australia
  5. Executive Chairman: Mr Hugh Warner
  6. Major shareholders and percentage of shares held: Pershing Nominees holds 13.7% stake; MBM Capital Partners holds 7.8% stake; Elliot Holdings Group holds 7.1% stake; BNP Paribas holds 6.2% stake; JP Morgan Nominees holds 6.1% Equity, the above 5 shareholders hold a total of 40.9% of the equity.
  7. Financial indicators: According to the PSC announcement, as of December 31, 2017, PSC’s total assets were A$11.583 million and net assets were A$11.101 million.
  8. Main business: Exploration and development of lithium ore and gold deposits in Zimbabwe and exploration and development of Congo (gold) copper and cobalt mines.
  9. PSC Corporation owns a 70% interest in Examix Investments (Pvt) Limited (abbreviated as EXAMIX Co., Ltd.), and EXAMIX Co., Ltd. has a 100% interest in the Arcadia lithium project.
  There is no correlation between PSC and China Resources.
  Third, the mining rights involved
  The mining rights involved are mainly the Zimbabwean Arcadia lithium mine, which is about 38 kilometers east of Harare, Zimbabwe. It has been awarded a mining license issued by the Zimbabwean government. The total area of the mining area is about 900 hectares, and PSC holds 70% of the Arcadia lithium mine.
  According to the PSC Corporation announcement, as of December 6, 2017, Arcadia lithium mines meet the JORC specification (2012 version) of ore resources of 43.2 million tons (average grade of Li2O 1.41%, average grade of Ta2O5 119ppm, and grade of Li2O cutoff 1%). The proven and controlled ore resources are 37.4 million tons (Li2O grade 1.42%, Ta2O5 average grade 126ppm). According to the financial report issued by PSC on December 31, 2017, as of December 6, 2017, the reserves of mines that can be mined + pre-mined ores are 26.9 million tons (average Li2O grade is 1.31%, average grade of Ta2O5 is 128ppm). . At present, the project has completed the pre-feasibility study by BioMetallurgical Zimbabwe (BMZ).
  After the completion of the financing in the near future, PSC will start construction of the Arcadia lithium project as soon as possible.
  Fourth, the main contents of the equity agreement
  1. The subject of the agreement: Prospect Resources Limited and China Resources Exploration Co., Ltd.
  2. Main Terms of Shares
  Hong Kong China Minerals subscribed for 166,666,667 additional shares issued by PSC. The subscription price was AUD0.06 per share and the total consideration was AUD10 million (equivalent to RMB48.27 million), accounting for approximately 8.41% of the total share capital of PSC after the issuance of this offering.
  3, the main provisions of the underwriting
  (1) Hong Kong's China Mining and Minerals Co., Ltd. obtained the partial underwriting rights of the Arcadia Lithium Ore project in Zimbabwe, and sold over 280,000 tons of spodumene concentrate (Li2O 6%) and 784,000 tons of lithium through the project for more than 7 years after the project was put into production. Feldspar concentrate (Li2O 4%).
  (2) Hong Kong China National Minerals Trading Co., Ltd. paid 10 million U.S. dollars advance payment within five working days after the construction of the Arcadia lithium mine project in Zimbabwe and the installation of the ball mill.
  4. Termination of the signing of the contract for the general contracting of the Arcadia Lithium project and the signing of the financing contract. The parties will not assume any liability for breach of contract.
  5. The signing of this agreement will take effect.
  V. Purpose of the transaction and its impact on the company
  The transaction is beneficial to increase the company's lithium mineral resources reserves and international trade business, forming a good synergy with the company's M&A target Jiangxi Dongpeng New Material Co., Ltd., and developing new growth points for the company's main business mining investment. The company's industrial chain is in line with the strategic development goals of the company to become a world-class geological exploration company. Lithium ore resource development projects are in line with national strategic emerging industry development policies.
  As the first batch of “go out” commercial integrated geological exploration technology service companies in China’s non-ferrous metals industry, the company established a subsidiary in Zimbabwe in 2009 and has extensive local work experience. The mining infrastructure in Zimbabwe is mature and beneficial to Arcadia. Lithium project development and operation.
  This transaction does not have a significant impact on the company's 2018 operating results.
  Sixth, risk warning
  1. The main assets of this foreign investment company are mineral resources projects. Mineral resources projects may encounter many risks including mineral rights, laws, and finances.
  2. Mineral resources projects may have the risk of differences in resource/reserve estimates and actual values, and there may be differences in the amount of resources and actual recoverable reserves.
  3. The lithium mine project is in the early stage of development and there is a risk of uncertainty in project development benefits.
  In response to the above major investment risks, the company will keep abreast of the operation of the foreign investment companies, supervise the operators to prevent investment risks in all aspects, and do their utmost to maintain the safety of the company’s investment funds.
  Seven documents for reference
  1. "Supplemental Agreement to the Shareholders' Framework Agreement"
  2. Resolutions of the 13th meeting of the 4th Board of Directors of the company.
  The company will perform its information disclosure obligations in a timely manner based on the subsequent progress of this transaction. Investors are advised to pay attention to investment risks.
  Special announcement.
  China Mineral Resources Exploration Co., Ltd. Board of Directors
  March 30, 2018