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Re: News Releases - Tuesday, December 16, 2008
Bannerman Resources Announces Board Changes and Issue of Draw-
Down Notice
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Perth, Australia -- 16 December 2008 -- Bannerman Resources Ltd (ASX:
BMN, TSX: BAN) ("Bannerman" or the "Company") an Australian-based
uranium mine development and exploration company with uranium assets in
Namibia, is pleased to announce the appointment of Mr James McClements
as a non-executive director of the Company.
Mr McClements is a co-founder of Resource Capital Funds, which he has
led since inception, and is responsible for the implementation of the
Fund's investment strategy. Mr McClements has extensive experience in
the resources industry, particularly in the field of resource financing
and investing in junior mining companies globally. Prior to the
launch of RCF in 1998, he was, for a period of four years, Senior Vice
President and Director of N.M. Rothschild & Sons (Denver), and was
responsible for the North American Resources banking. Prior to this, Mr
McClements worked with Rothschild Australia Limited in Sydney,
specializing in the financing of mining companies. Mr McClements is
also a non-executive director of ASX-listed Murchison Metals Limited
and Rey Resources Ltd. He holds an honours degree in Economics from the
University of Western Australia.
Bannerman also advises that Mr Nathan McMahon, a non-executive director
has tendered his resignation from the Board.
Bannerman Chairman Mr Geoff Stanley said: "Without Nathan's passion and
belief in Bannerman, the potential of its projects, and the future of
uranium industry, the Company would never have found itself in the
strong strategic position in now enjoys. On behalf of the Board I
thank Nathan for his contribution during his tenure as director."
"I am also very pleased to welcome James McClements to the Board.
James' technical background and extensive mining industry experience,
both in a private and listed company environment, will be invaluable to
the Board."
"Bannerman intends to continue to build upon the capabilities of its
board and management as it moves towards producer status at the Etango
Project."
Drawdown under RCF Facility
Bannerman advises that it has issued a draw down notice of A$10 million
under the Convertible Note Facility of up to A$20 million with Resource
Capital Fund IV LP ("RCF"). The funds being drawn down will be used to
further progress feasibility work on the company's flagship Etango
Project in Namibia and for general corporate purposes.
"We are very pleased that this milestone has been achieved and the
company continues to be on a sound financial footing. These funds will
allow us to continue progressing the Etango Project through the
recently expanded feasibility study, environmental permitting and
project financing." Mr Jubber said.
"2009 promises to be a very exciting year for Bannerman."
Proposed Extraordinary General Meeting of Shareholders
Bannerman expects to convene an Extraordinary General Meeting ("EGM")
of its shareholders in February 2009 to seek various approvals in
relation to the RCF facility, among other things. Shareholder approval
and certain Namibian regulatory approvals (which are expected to be
received in the ordinary course) are conditions precedent to the
drawdown of the second A$10 million standby tranche under the facility.
Drawdown of the second tranche is at the election of Bannerman.
The EGM will also consider resolutions to approve the award of share
options to Mr Jubber pursuant to his contract of employment, as
disclosed in the announcement to ASX of his appointment on 17 November
2008.
Terms of the Convertible Note
The conversion price for the first A$10 million tranche under the
Facility is A$0.612 per share.
The standby tranche of A$10 million may be drawn down at the election
of Bannerman and is subject to shareholder approval. The conversion
price is the lower of A$0.612 per Share and the amount that represents
20% premium to the 30 day average weighted price of shares in the
issuer as at the date the Standby Tranche is funded subject to a floor
price of A$0.45 per Share.
The convertible note coupon rate is 8% per annum payable in arrears on
31 March, 30 June, 30 September and 31 December of each year. At
Bannerman's election, the interest can be satisfied by the issue of new
Bannerman shares at the VWAP over the five trading days ending the
trading day immediately before the relevant interest payment date.
If not converted to shares a single bullet repayment is due 3 years
from the date the First Tranche is funded.
Bannerman Resources is providing security for the debt with a fixed and
floating charge over the assets including a share mortgage over the
Issuer's 80% shareholding in Bannerman Mining Resources (Namibia) Pty
Ltd. Material covenants include maintenance of working capital of
A$3,000,000 and other usual non-financial covenants subject to ordinary
course of trading exceptions.
Len Jubber
Chief Executive Officer
For further information please contact:
Australia:
Len Jubber
Chief Executive Officer
Tel: +618 9381 1436
E:info@bannermanresources.com
North America:
Ann Gibbs
Investor Relations Manager
Tel: +1 416-388-7247
E:ann@bannermanresources.com
Website: www.bannermanresources.com
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Copyright (c) 2008 BANNERMAN RESOURCES LIMITED (BAN) All rights
reserved. For more information visit our website at
http://www.bannermanresources.com/ or send
mailto:questions@bannermanresources.com
Message sent on Tue Dec 16, 2008 at 4:45:15 PM Pacific Time
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