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RNS Number : 2022X
African Mining & Exploration PLC
06 February 2013






African Mining and Exploration Plc ('AME' or 'the Company')


Directorate Changes


The Board of African Mining & Exploration plc announces that the board of directors has been restructured with immediate effect.


The Company has been in discussions with the Company's two largest shareholders, Praetorian Resources Limited ("Praetorian") and Fiske plc ("Fiske") concerning the future direction of the Company and the composition of the Board due to the market and operational climate in which the Company currently operates.


Praetorian and Fiske, who together hold approximately 32.5 per cent. of the Company's issued share capital, have indicated a wish to reduce costs significantly and to have representation on the Board. After careful consideration, the Board has agreed to give effect to these changes, subject to the conditions listed below, which have all now been satisfied.


Accordingly, Stephen Oke, Roger Williams and Douglas Chikohora have resigned with immediate effect. Professor Mike Johnson (previously a consultant to the Company with a 4.8 per cent. shareholding), Charles Cannon-Brookes (nominee for Praetorian) and Clive Harrison (nominee for Fiske) have been appointed, with immediate effect, as non-executive directors of the Company alongside Mark Jones, the current Chief Executive Officer. Mike Johnson will become chairman.


The conditions referred to above included Praetorian and Fiske signing a relationship agreement regulating their conduct and relationship with the Company (summarised below) and the new chairman being independent of both shareholders and, in accordance with the Company's articles of association, holding a casting vote at meetings of the Board.


Professor Mike Johnson is an Emeritus Professor of the University of Liverpool. He was Chairman of Glebe Mines Ltd and the co-founder of KimCor Diamonds plc and is a Director of Columbus Copper. Mike holds a number of advisory positions with national governments and international agencies, including the World Bank and United Nations (Environment Programme).  He is also retained as an external adviser to several international companies in the extractive industry, specifically Rio Tinto plc, New Boliden S.A. and Lundin Mining. He also advises Morgan Sindall plc and British Nuclear Fuels Ltd on environmental strategy and technology. Mike has confirmed that he is independent from Praetorian and Fiske.


Charles Cannon-Brookes is the nominee for Praetorian. He is the Investment Director of FSA-regulated Arlington Group Asset Management Limited and currently acts as the investment manager to Praetorian. Previously, he managed Arlington Special Situations Fund, a Cayman domiciled OEIC and he has advised and sat on the board of a number of other funds and trusts in a non-executive capacity. Praetorian holds 16,925,000 ordinary shares, representing approximately 20.1% of the issued share capital of the Company.


Clive Harrison is the nominee for Fiske. He is a graduate of Cambridge University who joined the London Stockbrokers Panmure Gordon in 1961 and became a member of the London Stock Exchange in 1965. He founded Fiske & Co Stockbrokers in 1973 and has been successively Senior Partner, Chief Executive and Chairman of what is now Fiske Plc. Fiske holds 10,435,900 ordinary shares, representing approximately 12.4% of the issued share capital of the Company. As Praetorian and Fiske are substantial shareholders in the Company, Charles Cannon-Brookes and Clive Harrison are not deemed to be independent directors.


Each of the new directors will receive a nominal fee of £1 per annum in consideration for them agreeing to act as directors of the Company.


Praetorian and Fiske have entered into a relationship agreement with the Company dated 5 February 2013 pursuant to which they have each agreed, inter alia, to not, and use reasonable endeavours to procure that their associates shall not, exercise their voting rights and any powers of control whatsoever that they have in relation to the Company in such a way as to prevent (in so far as they are able) (i) at least half of the Board being comprised of independent directors, one of whom shall be chairman and (ii) the Board from acting in the best interests of the shareholders as a whole. In addition, all transactions, agreements or arrangements entered into between any member of the Group and any of Praetorian or Fiske or their associates will be made at arm's length and on a normal commercial basis and shall be approved and their enforcement, termination, implementation or amendment determined by the independent directors alone on behalf of the Group.


Mark Jones, the Company's CEO commenting on the changes stated: "AME has progressed significantly since our IPO and, under the Board's guidance, developed a strong asset base in Mali that has great potential to be transformational. I want to thank the outgoing directors for their commitment, guidance and knowledge over the years and for looking after all stakeholder interests at all times. I look forward to building on the current foundations and working with the new directors to continue the growth of the Company."


Regulatory Information


Professor Mike Johnson, aged 63, holds 4,040,000 ordinary shares and 4,475,000 2010 Warrants in the Company, and currently holds or has held the following directorships and partnerships in the last five years:


Current Directorships and Partnerships

Directorships held in the last five years

Columbus Copper Corp.

Antracor Mining Ltd.

African Mining & Exploration Plc

Land Regeneration Management Ltd.

Moonlake Natural Resources Ltd.

Nubian Gold Exploration Ltd.

Rift Valley Resources Ltd.

Ettrick Holdings Ltd.

Horticultural Developments International Ltd.

Cheetah Energy Ltd.

Sarah Rossi Ltd.

North African Minerals and Metals Ltd.


Mr Charles Cannon-Brookes, aged 36, currently holds or has held the following directorships and partnerships in the last five years:


Current Directorships and Partnerships

Directorships held in the last five years

Arlington Group Asset Management Ltd.

CN Cannon and Co Ltd.

Longships Plc.

Polar Star Mining Corp.

Celeste Uranium (Barbados) Ltd.

Polar Mining (Barbados) Ltd.

Serena Mining (Barbados) Ltd.

CN Brookes and Co Ltd.


Mr Clive Harrison, aged 73, currently holds or has held the following directorships and partnerships in the last five years:


Current Directorships and Partnerships

Directorships held in the last five years

Fiske Plc.

There are no other matters which are required to be announced as required under paragraph (g) of Schedule 2 of the AIM Rules.


**ENDS **


For further information please visit www.ameplc.co.uk or contact:

Mark Jones

African Mining & Exploration plc

Tel: 44 (0)20 7499 5881

James Maxwell / Jenny Wyllie

N 1 Singer

Tel: 44 (0)20 7496 3000

Felicity Edwards/ Charlotte Heap

St Brides Media & Finance Ltd

Tel: 44 (0)20 7236 1177



About AME

African Mining and Exploration plc (AIM:AME) is a West African focussed gold exploration company. AME currently has a number of prospective gold projects in Mali including its flagship 207 sq km Kossanto Project located in the centre of the prospective Kenieba inlier in Western Mali. It is currently exploring and developing the Kossanto Project with a view to delineating its maiden JORC compliant resource. The Company is also evaluating additional opportunities in West Africa to expand its portfolio and geographical focus.


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