The boards of Dwyka (DWY) and Minerva are pleased to announce that they have reached agreement on the terms of a recommended all share offer by Dwyka to acquire the entire issued and to be issued share capital of Minerva. 1 New Dwyka Share will be issued for every 5 Minerva Shares for a closing price of 5.88p. On 22 June 2009, the Offer values the entire issued share capital of Minerva at approximately £1.8 million and each Minerva Share at approximately 1.2p, representing a premium of approximately 71.4%. Full acceptance of the Offer will result in the issue of up to 30,858,891 New Dwyka Shares, representing approximately 13.9 per cent. of the Enlarged Share Capital being held by existing Minerva Shareholders.
The Dwyka Directors are of the opinion that an acquisition of Minerva for shares in Dwyka, together with the combination of Minerva’s assets, Dwyka’s in-house experience and Dwyka’s financial resources has strong commercial logic, and strategic drivers. Gold represents a resource commodity that is likely to remain in high demand and retain mid to long-term pricing. A further investment in gold fits with Dwyka’s current asset portfolio. The acquisition of Minerva will increase Dwyka’s gold exposure on the African continent and provide a means of raising the profile and prospects for the Enlarged Group’s gold production. Additionally the Minerva assets will shift the Company’s primary focus from being an explorer to becoming a producer. The Acquisition represents an opportunity to define a JORC resource in the near term based on the work performed by Minerva to date and thereafter to grow the resource through further exploration and the establishment of a low cost gold mining operation. Minerva’s Tula Kapi Prospect and Guji, Gueya Guji and Dina Prospects have a simple geological structure and metallurgy which will potentially reduce the costs of exploration and future extraction of ore. The Acquisition provides potentially a significantly shorter lead time to the first gold production for the Enlarged Group and the Offer represents the most effective route for Dwyka to achieve this, preserving cash for the Enlarged Group.
Commenting on the Offer, Andrew Daley, Chairman of Minerva said: “Dwyka’s strong financial position and management experience in the junior mining sector are a good complementary fit with Minerva’s assets. Existing Minerva shareholders will be given the opportunity to share in the potential of the Minerva projects as well as the broader Dwyka portfolio and the deal will put the company on a much firmer footing than of late.” Commenting on the Offer, Melissa Sturgess, CEO and Chairman of Dwyka said: “We are pleased to be making this offer with the support of over 47% of the Minerva shareholders and the recommendation to accept by the Independent directors of the Minerva Board. It is our intention to progress the development of the Minerva asset base as quickly as possible when the transaction becomes unconditional.”
