China Africa Resources (CAR) is a Joint Venture Company
between ECE and Weatherly International that has recently
been listed on AIM.
The objective of CAR will be to carry out a full feasibility study on the Berg Aukas Project, which is expected to commence shortly after Admission and be completed by the end of 2013. The total cost of the feasibility study is expected to be US$3m over the full period and will be managed by Weatherly pursuant to the terms of the Management services agreement.
Following admission of its Shares to AIM Car will be owned ECE 65% Weatherly 25% Other shareholders 10%. (Click here for Further details on ECE and Weatherly and for details of the Relationship agreement)
Weatherly has agreed to provide management services to CAR for an interim period. This covers all the necessary office services and management for the company. The services of Rod Webster as Chief Executive Officer are provided under the terms of this agreement. (Click here for further details of the Management services agreement)
Whilst the immediate focus of the Company will be the development of the Berg Aukas mine, the Company's strategy is to build a profitable and widely based resource business that may include the acquisition of additional assets from Weatherly, ECE or third parties.
ECE is an active explorer in Namibia and other parts of the world and the expectation is that new discoveries will be vended into the Company at an appropriate time. ECE has recently obtained 18 exploration rights in Namibia, including gold, copper, iron ore, and zinc that cover an area of approximately 7,146 square kilometres.
ECE also have considerable assets in China whose development may benefit from being transferred into the Company particularly where additional capital is required to develop their full production potential.
Weatherly is an AIM listed mining, development and exploration company. Its principal assets are contained in its copper portfolio in Namibia, which include two mines in production at Otjihase and Matchless, the Tschudi Copper Project which is in pre-development stage, and an exploration licence surrounding the Tschudi Copper Project. Weatherly has JORC compliant resources containing 737,000t of copper. The company's immediate corporate strategy is to develop a copper mining business capable of sustaining 25,000 tpa of copper at average industry cost of production.
Weatherly has recently completed a bankable feasibility study for the development of the Tschudi Copper Project which, when in production, will move the company from a small to a medium sized copper producer. The project is due to commence development in 2013.
Rod Webster the CEO of Weatherly has considerable operational experience in the region and has a strong management team capable of achieving the company's goals.
ECE was established in 1955 in China and is a Jiangsu Provincial Government subordinate organisation focusing on geological and mineral exploration and development activities. Its activities have historically been principally based in China where it has several operational mines and refining operations and where it conducts extensive exploration activities. ECE has discovered more than 160 ore deposits and has developed several mines including the China Meishan iron mine, Qixia lead-zinc-silver mine and the Fujian Meishan zinc-lead mine.
In 2008, through its wholly-owned overseas subsidiary, ECE successfully acquired a 100 per cent. interest in Southwest Gold Inc (Mauritius), which makes it indirectly hold a 90% interest in the Boka Gold Mine in Yunnan Province. In 2009, as part of its strategy of overseas expansion, ECE completed the acquisition of a 24.86 per cent. stake in Arafura Resources Limited, which is listed on the Australian Stock Exchange and has exploration rights for uranium and various ‘rare earth’ metals in Australia. Through its wholly owned subsidiary, Ao-Zhong International Mineral Resources Pty Ltd, ECE owns 53.71% of Globe Metals and Mining Limited, an ASX listed company whose core project is the Kanyika niobium project in Malawi. ECE has also acquired exploration licenses and projects in Brazil and Namibia as well as reviewing opportunities in Indonesia, Cambodia, Iran, Nigeria and Mexico.
By May 2011, ECE had obtained 30 tenements outside of China, including 22 exclusive exploration licenses in Namibia covering 10,687 square kilometres prospective for copper, gold, lead and zinc. In northern Australia, ECE holds 8 exploration licenses taking up an area of 3,308 square kilometres that contains potential mineral including copper, gold and uranium.
ECE’s participation in CAR and the Berg Aukas Project represents one of its major investments in Namibia. ECE has separately established a Namibian subsidiary which has been granted a number of exploration licenses for copper, base and precious metals in Namibia, which may be combined with CAR at some point in the future.
ECE has approximately 5,200 employees in China and is well established in the fields of regional geological survey, solid mineral exploration, and geophysical and geochemical prospecting. ECE owns six scientific research institutes in China, and a research & development centre in Nanjing.
In recent years, ECE has extended its business to new fields such as marine geology, the comprehensive utilisation of tails and research and development into equipment for deep exploration. It owns a post-doctoral research station in Nanjing, which is a scientific research platform in marine geology, approved by the government, which aims to meet the need of innovation-oriented enterprises or non-enterprise entities, doing research jointly with the academics.
As at 31 December 2010, Jiangsu Eastern China Non-ferrous Metals Investment Holding Co., Ltd, the immediate subsidiary to ECE had statutory capital of RMB 502,000,000 (approximately £50 million).
Immediately following Admission, HK ECE will own approximately 59 per cent. of the issued share capital of the Company and will be regarded as a controlling shareholder of the Company. In addition, following Admission and completion of the Distribution in Specie, Weatherly will continue to own approximately 25 per cent. of the issued share capital of the Company.
HK ECE, Weatherly and the Company have entered into the Relationship Agreement on 4 July 2011 to regulate the ongoing relationship between the Company and its two major shareholders. The Directors believe that the terms of the Relationship Agreement as described in paragraph Error! Reference source not found. of Part VII will enable the Company to carry on its business independently of HK ECE and Weatherly and ensure that all transactions and relationships between the Company, HK ECE and Weatherly are, and will be, at arm's length and on a normal commercial basis.
Mindful of Weatherly's knowledge of the Berg Aukas project and existing back-office support function for its own AIM listing, CAR entered into the Management Services Agreement with Weatherly on 4 July 2011, pursuant to which Weatherly agreed to provide certain management services to CAR for an interim period, including operation supervision, management and reporting functions and regulatory support to the Company, in consideration for a fee, as specified in the agreement. In particular, the scope of the services to be provided to the Company by Weatherly under the terms of the Management Services Agreement include, inter alia:
The Company also has the option to request that Weatherly provide services additional to those described above however, Weatherly has the right to levy a further fee for the provision of such additional services.
The services of Mr Webster as CEO will be provided under the Management Services Agreement. The Board of CAR will review performance under the Management Services Agreement on a six-monthly basis and expect to transition to a stand-alone structure as the business develops.