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Gold/Mining/Energy : Namibian Minerals Corporation -- Ignore unavailable to you. Want to Upgrade?

To: PHILLIP FLOTOW who wrote (70)	9/3/1999 12:59:00 PM
From: PHILLIP FLOTOW	Read Replies (2) \| Respond to of 124

Here's the confirmation story: Namibian Minerals Corporation (Namco) announces general offer to shareholders of Ocean Diamond Mining Holdings Ltd. (ODM) NASDAQ Trading Symbol: NMCOF TSE Trading Symbol: NMR NSE Trading Symbol: NMC LONDON, Sept. 3 /CNW/ - Namibian Minerals Corporation (Namco) today announced its intention to make an offer for the 30.8 million shares that it does not currently own in Ocean Diamond Mining Holdings Ltd. (ODM). The ZAR8.25 per share offer values ODM at US$63 million (ZAR383 million). Namco owns approximately 34% of ODM and has an option over an additional eight million shares (17%) which if exercised would result in Namco owning approximately 51% of ODM. Namco is making an offer at ZAR8.25, representing a premium of approximately 25% on ODM's share price at close of 2 September 1999. ODM shareholders will be offered 50% in cash and 50% in Namco common shares at a price equivalent to US$4.00 (ZAR24.70). Alternatively, Namco is offering a fully underwritten cash offer of ZAR8.25 per ODM share. Namco has secured debt finance of US$25 million from Investec Bank and irrevocable undertakings have been received from institutional investors in respect of the remaining US$16 million. The Corporation has reserved up to 5 440 000 common shares for issuance as share consideration to ODM shareholders and for a private placement to be made outside of the United States and Canada at a price of US$4.05 per share. Total available funding of US$47 million includes US$5 million for increased working capital purposes. Dilution on existing issued shares is approximately 15%. Investec Bank will act as financial advisors for the private placement. The formal offer documents will be mailed to all registered holders of ODM's common shares within 30 days of this announcement. The offer and offer documentation are subject to relevant regulatory approval. ODM is southern Africa's third largest marine diamond mining group, with forecast production in fiscal 1999 of approximately 80 000 carats. Profitable production in 1998 was 63 074 carats from its three vessels operating off the coast of Namibia. ODM holds 20 078 sq.km. of mining licences and concession areas off the coast of Namibia and South Africa. It mines high quality gem diamonds. On 19 August 1999 Namco announced that its Chairman Alastair Holberton had been appointed Chairman of ODM. Namco's Operations Director Peter Looijen was also appointed to ODM's Board. Namco's Chairman Alastair Holberton said: ``We are confident that the application of Namco's large-scale marine mining technology will fully unlock the value of ODM's concessions and further extend Namco's participation in the world's largest alluvial gem diamond deposit.' Namco has a reputation as an innovator in marine mining technology and currently plans to profitably mine more than 260 000 carats this year from its Luderitz Bay Mining Licence. Namibia is the world's fifth largest diamond producer by value and more than 95% of Namco's production is gem quality. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF NAMIBIAN MINERALS CORPORATION J.A. Holberton Chairman & Chief Executive Officer Neither the Nasdaq National Market, The Toronto Stock Exchange, nor the Namibian Stock Exchange has reviewed the information herein and they do not accept responsibility for the adequacy or the accuracy of the above. -30- For further information: contact Megan Williams, Namco, on tel + 44 171 824 8900 or email mwilliams@nam-corp.com PHIL