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RNS Number : 1778O
African Mining & Exploration PLC
17 September 2013






17 September 2013


African Mining and Exploration plc ("AME" or "the Company")

Update re strategic sale of West Africa subsidiary to Alecto Minerals Plc

Further to the announcement made on 22 August 2013, African Mining and Exploration plc (AIM: AME), announces that Alecto Minerals Plc ("Alecto") has published a circular and notice of general meeting in relation to its proposed acquisition of AME's subsidiary, AME West Africa Ltd ('AME West Africa'), for £1.25m in new Alecto shares ("the Acquisition").

Concurrent with the Acquisition, AME has agreed to increase its subscription in convertible loan notes issued by Alecto to £350,000 (previously announced £250,000) and reduce its subscription in new Alecto shares to £150,000 (previously announced £250,000) (together "the Subscription") in order to ensure that AME, together with parties deemed to be acting in concert with it, control less than 30% of the voting rights of Alecto following completion of the Acquisition and the Subscription.  Following completion of the Acquisition and Subscription, AME will hold 121,739,130 Alecto shares, representing 24.9% of Alecto's issued share capital.

AME has also undertaken not to convert the convertible loan notes to the extent conversion will trigger the obligation to make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers.

In addition, under the terms of the Acquisition agreement, AME has agreed for a period of 12 months following completion of the Acquisition, that it shall not be permitted to transfer, or grant any option or encumbrance, over the new Alecto shares issued to AME in relation to the Acquisition and the Subscription (including new Alecto shares issued on conversion of the convertible loan notes).  Furthermore, AME has agreed that for a further 12 months following the lock-in period, it will not dispose of any Alecto shares in a manner that would be prejudicial to Alecto maintaining an orderly market in its shares.  All other principal terms and conditions of the Acquisition and Subscription remain unchanged to those announced on 22 August 2013.

Completion of the Acquisition and Subscription is conditional, inter alia, on the approval of Alecto shareholders at general meeting, which will be held on 2 October 2013.  Copies of the Alecto circular and notice of general meeting can be found on Alecto's website: www.alectominerals.com.




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

David Archer

African Mining & Exploration plc

Tel: 44 (0) 774 7777911

James Maxwell / Jenny Wyllie

N 1 Singer

Tel: 44 (0)20 7496 3000


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