Consolidated Minerals Will be Acquired by the World's Largest Electrolytic Manganese Metals Producer

ST HELIER, Jersey, November 15, 2016 /PRNewswire/ --

Consolidated Minerals is pleased to announce that it has been agreed that it will be acquired by the world's largest electrolytic manganese metals producer  

On 15 November 2016, Consolidated Minerals' ("Consmin", the "Group" or the "Company") ultimate beneficial owner and direct shareholders ("Sellers") entered into a share purchase agreement ("SPA") with China Tian Yuan Manganese Limited ("Purchaser"), a subsidiary of Ningxia Tianyuan Manganese Industry Co., Ltd. ("TMI") pursuant to which the Sellers agreed to sell and transfer to the Purchaser all of their respective right and title to both the entire share capital of the Company and the shareholders funding given by them to the Company (the "Transaction") 

The Transaction 

The directors of ConsMin believe that the acquisition of the Company by the Purchaser will provide significant benefits to the Company. The Purchaser is a subsidiary of TMI, the Company's largest customer and the world's largest electrolytic manganese metals (EMM) producer. TMI has indicated its willingness to invest significant resources in developing the infrastructure supporting ConsMin's Ghanaian operations. Such investment will allow the Company to further increase the manganese ore export capacity to meet expected increasing demand for Ghanaian quality manganese ore.

The Transaction is conditional upon a number of conditions which are set out in the SPA, including, but not limited to:

• certain government consents;
• certain consents from the holders of the then outstanding US$400,000,000 8% Senior Secured Notes due 2020 (the "Notes"); and
• the execution of an offtake agreement between Manganese Trading Limited ("MTL"), a subsidiary of ConsMin, and Grizal Enterprises Limited (a "Seller" in the Transaction) ("Grizal") which will become effective simultaneously with completion of the Transaction (the "Offtake Agreement").

If the conditions to the Transaction are not satisfied or waived within the period of six months from 15 November 2016 (the "Longstop Date"), the SPA shall terminate and the Transaction will not complete. The Purchaser and the ultimate beneficial owner of the Company may agree to extend the Longstop Date. Should the Longstop Date be extended, then the Company shall make a further announcement to include the revised Longstop Date.

The Company intends to solicit holders of the Notes for any required consents by initiating a consent process as soon as practicable.

Offtake Agreement 

The Offtake Agreement provides that Grizal may, in its absolute discretion, purchase from MTL, in any calendar year, not more than 600,000 MT +/- 10% of Ghanaian Manganese Ore (the "Product") for a period of ten (10) years from completion of the Transaction, subject to the terms and conditions of the Offtake Agreement. The provisional price for the Product is based upon market rates, subject to a discount depending on price achieved and deductions based on quality of the delivered Product.

Mr Tianjiang Jia, the President of TMI said, "We are excited to invest in Consolidated Minerals and look forward to partnering with the existing management team in developing the company's operations for the benefit of all stakeholders".

Mr Gennadiy Bogolyubov, the ultimate beneficial owner of the Company added, "I am delighted that TMI wish to invest in ConsMin. TMI, as ConsMin's largest customer, has extensive experience in this industry and I believe that ConsMin will be well-positioned to achieve its next phase of growth and development under the ownership of TMI after the Transaction."

About Consolidated Minerals Limited 

Consmin is a leading manganese ore producer with mining assets in Australia and Ghana. The principal activities of the Company and its subsidiaries (the "Group") are the exploration, mining, processing and sale of manganese products. The Group's operations are primarily conducted through four major operating/trading subsidiaries: Consolidated Minerals Pty Limited (Australia), Ghana Manganese Company Limited (Ghana), Manganese Trading Limited (Jersey) and Pilbara Trading Limited (Jersey).

Consolidated Minerals Ltd. is headquartered in Jersey and the address of its office is Commercial House, 3 Commercial Street, St Helier, Jersey, Channel Islands, JE2 3RU.

Important Notice  

These materials may contain forward-looking statements regarding future events or the future financial performance of Consolidated Minerals Ltd. (the "Company"). You can identify forward looking statements by terms such as "expect", "believe", "estimate", "anticipate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, as well as many other risks specifically related to the Company and its operations, including those discussed in these materials.