On interest to SJD:
Crew Development Corp., Mindex ASA and Botswana
Diamondfields Inc. Announce Merger Plans To Establish An
International Multi-Commodity Mining Group
VANCOUVER, BRITISH COLUMBIA--Crew Development Corp. ("Crew"),
Mindex ASA ("Mindex") and Botswana Diamondfields Inc. ("Botswana")
are pleased to announce the following agreements to create an
internationally listed, multi-commodity mining company with
operations in South Africa, Zambia, Ghana, the Philippines,
Greenland and Norway.
Subject to satisfactory completion of its due diligence review,
regulatory and such other approvals as may be necessary, Crew
intends to make a voluntary offer for not less than 90 percent of
the shares of Mindex, a Norwegian company whose shares are listed
on the Oslo Stock Exchange, Norway. The Mindex shareholders will
retain certain existing royalty rights. The tender offer ratio
has been agreed to as a result of discussions between the
management of both Crew and Mindex and, if successful, would
result in Crew issuing approximately 26,400,000 shares.
Subject to shareholder, court and regulatory approvals, Crew and
Botswana have agreed to a Plan of Arrangement under which the
holders of Botswana shares will exchange their shares for Crew
shares on the basis of two Crew shares for each three Botswana
shares. The arrangement will result in Botswana becoming a wholly
owned subsidiary of Crew and in Crew issuing approximately
11,200,000 shares.
Each agreement is independent of and not conditional upon the
completion of the other.
At present, Crew has 32,557,122 shares outstanding and if both
transactions are completed the total shares outstanding for Crew
would be approximately 70,000,000 shares. Crew will seek a
listing on the Oslo Exchange and will maintain an office in Oslo
to direct its Norwegian exploration efforts and to meet the needs
of the new shareholders resulting from the proposed mergers.
Mindex ASA
Mindex is a financially sound and technically strong Norwegian
mining company with exploration and development projects in
Norway, Greenland, the Philippines and Ghana. Listed on the Oslo
Stock Exchange in October 1996, the respected management team has
raised some C$21 million over the past three years and through its
exploration success, has secured an extensive shareholder base and
generated strong liquidity in the market. Similar to Crew, Mindex
has pursued a multi-commodity approach and holds four projects of
merit which host zinc, nickel, cobalt and gold. Two of these
projects have been advanced by Mindex to the positive
pre-feasibility stage and will now be taken by the company to
final feasibility study. Another two projects are subject to
joint venture arrangements, whereby the other parties are funding
to final feasibility study.
Mindex's major development project is the 100 percent owned
Mindoro nickel laterite deposit in the Philippines which was
discovered and is being developed by the company. In August 1998,
Kvaerner Metals completed a positive pre-feasibility study,
indicating that nickel could be produced at a cost of US$1.06 per
pound, or US$0.30 per pound after cobalt credits. Subsequently,
the company has made some significant enhancements to the project,
including the acquisition of a 60 million tonne sulphur deposit,
which it is believed will improve the viability of the project and
further reduce the net production costs. With global resources in
excess of 200 million tonnes, the company has to date established
measured and indicated resources exceeding 70 million tonnes of
laterite ore, grading approximately 1 percent nickel and 0.1
percent cobalt, sufficient for a minimum mining life of 20 years.
The project will also produce approximately 126,000 tonnes of
ammonium sulphate as a by-product of the process. The Philippines
imports some 400,000 tonnes per annum of ammonium sulphate for its
rice and sugar cane production. Mindex continues with an active
field program which it is believed will significantly expand the
reserves. Located near deep water access, this project will also
benefit from the installation of a gas pipeline to be constructed
in close proximity to the planned processing plant. A full, final
feasibility study to produce 40,000 metric tonnes of nickel, 3,000
metric tonnes of cobalt and 216,000 metric tonnes of ammonium
sulphate per annum will be commenced in the near future.
Mindex is also the operator and 50 percent owner of the high grade
Nalunaq gold project in Greenland, with the Greenland Government a
50 percent contributing partner. In March 1999, H.A. Simons
completed a positive pre-feasibility study, projecting a cash cost
per ounce of gold of US$160 at a production rate of 500 tonnes per
day. The study indicates that this deposit will have an average
grade of 32 g / tonne and mill-feed grade of 27 g / tonne after
mining dilution and losses. The project currently has indicated
and inferred resources of 425,000 ounces, with excellent potential
to substantially increase this deposit by way of further drilling.
In addition, Mindex holds two exploration projects in Ghana and
Norway and has entered into joint venture agreements, whereby the
other parties will fund these projects through the feasibility
stage. In Ghana, Mindex currently has a 51 percent ownership in
the Hwini-Butre gold project, where the operating partner has
identified four high-grade deposits, on which exploration work
continues. In Norway, the company recently announced an agreement
with Noranda, Inc., on its Roros zinc project, whereby Noranda
will conduct exploration and carry the project to final
feasibility study, to earn a 70 percent interest.
Botswana
Botswana is a junior diamond exploration company which has
focussed all activities in Southern Africa over the past five
years. While there are no current projects under development, the
company maintains strong financial reserves and continues to
evaluate exploration projects of merit and undervalued production
opportunities.
Over the past two years, Crew has achieved significant, profitable
growth, primarily through acquisitions in Southern Africa. Total
sales from seven diversified mining operations in copper, zinc,
gold, antimony, fluorspar, manganese and coal, have more than
tripled to R600 million (C$145 million) and, through efficient
management and effective cost controls, these mines continue to
operate profitably despite prolonged weak metal prices. As
previously announced, it is the company's intention to consolidate
all the Metorex operations, including minority interests where
possible, into a single publicly listed entity with assets in
excess of C$175 million. This consolidation will ensure that the
full potential of the existing operations is optimized, and will
enable the company to utilize its financial strength and combined
management and technical skills to secure, finance and develop
further projects of more substance within Metorex.
The proposed consolidation of the Crew, Mindex and Botswana mining
activities offers significant advantages to the shareholders of
each company. The existing profitable operations of Crew in
Southern Africa will be complimented by Mindex's advanced
exploration projects of diversified metals / minerals with a wide
geographic distribution. In addition, the combination of all the
companies' management expertise, financial and technical strengths
creates a strong and determined team and represents another
significant advance in the development of Crew as a well balanced,
diversified and financially strong international mining company.
"John M. Darch", President and C.E.O.
This News Release was prepared by the Board of Directors on behalf
of Crew Development Corp. which is solely responsible for its
contents. |
