SYS-CON MEDIA Authors: Bob Gourley, Lori MacVittie, RealWire News Distribution, Cynthia Dunlop, Mark O'Neill

News Feed Item

Centamin PLC: RECOMMENDED TAKEOVER OFFER FOR AMPELLA MINING

PERTH, AUSTRALIA -- (Marketwired) -- 12/10/13 -- Centamin PLC (LSE: CEY) (TSX: CEE)

TSX:CEE

For immediate release                             10 December 2013

                           Joint Announcement
         RECOMMENDED TAKEOVER OFFER FOR AMPELLA MINING BY CENTAMIN

Ampella Mining Limited (ASX: AMX) ("Ampella") and Centamin Plc (LSE /
TSX: CEY) ("Centamin") jointly announce that Ampella has entered into a
binding Takeover Bid Implementation Deed ("TBID") with Centamin,
pursuant to which Centamin (or a wholly owned subsidiary) has agreed to
make an off-market takeover for all of the issued, and to be issued,
shares of Ampella (the "Offer"). Under the Offer, Ampella shareholders
will receive one (1) new Centamin share for every five (5) Ampella
shares held.

Based on Centamin's closing share price of 44.31 pence on the LSE on 09
December 2013 and an exchange rate of GBP1 = AUD1.81, the offer values
Ampella at A$40.9 million or A$0.160 per share; representing a 113%
premium to Ampella's last closing price of A$0.075 and a 77% premium to
the 20 day volume weighted average price on the ASX, both as at 06
December 2013, being the last trading day prior to Ampella's trading
halt on the ASX on Monday 09 December 2013.

The acquisition of Ampella will add significant gold assets to
Centamin's development portfolio, with c.2,200km2 of exploration ground
in Burkina Faso, including the Batie West gold project which hosts the
3.25 million ounce Konkera Resource and c.1,200km2 of exploration
ground across the border from Batie West in Cote d'Ivoire. Centamin
intends to progress a substantial exploration programme at Batie West,
aimed at developing the potential for further significant resource
growth and realising the project's full value, ultimately through
development of a sizeable producing operation.

Ampella Board Recommendation

The Offer is unanimously recommended by the Ampella Board of Directors,
who have confirmed they intendto accept the Offer in respect of all
shares they control, in each case in the absence of a superior proposal
[1]. This recommendation is on the basis that:

* the Offer is the most value enhancing alternative available to
Ampella shareholders at the current time;

* the Offer allows Ampella shareholders to become part of a
significant gold production company listed on both the London and
Toronto Stock Exchanges, with expected production from Centamin's
long-life Sukari Gold Mine of over 320,000 ounces in 2013, growing to
450-500,000 ounces per annum from 2015 onwards;

* Centamin's significant cash resources and expected future cash
flows from Sukari will provide a high level of funding certainty in the
current challenging market environment. Together with Centamin's proven
experience of exploration and project delivery, this will ensure
continued development of Ampella's Batie West exploration project in
Burkina Faso and progression of its early stage exploration licences in
Cote d'Ivoire;

* the enlarged group will offer a diverse portfolio of assets in
Egypt, Burkina Faso, Cote d'Ivoire and Ethiopia, with a combined
estimated resource of 18.7 million ounces of gold (of which 15.1
million ounces is Measured and Indicated).

Ampella's largest shareholder, Taurus Funds Management Pty Ltd (18.88%)
has entered into a Pre-Bid Acceptance Agreement with Centamin to accept
the Offer, subject only to no competing offer being recommended by the
Ampella Board between the date of the TBID and 5 business days
following publication of Ampella's "Target Statement", which is
intended to be released concurrently with Centamin's "Bidder's
Statement" to Ampella shareholders.

Peter Mansell, Chairman of Ampella said:"After careful consideration, the
board of Ampella is pleased to
recommend this transaction to shareholders. By accepting the offer,
Ampella shareholders will not only receive a substantial premium to
market prices, but also gain the benefits of being part of a larger,
profitable gold producer, while retaining some exposure to the
exploration potential that the Batie West project offers.

The board believes that Centamin is the ideal party to continue
exploration at Batie West, given its larger balance sheet and ability
to deploy operating cash flows to fund exploration and development
activities, at a time when funding for junior gold companies is
extremely challenging.

For these reasons, we are unanimously of the view that the deal makes
sense for our shareholders."

Josef El-Raghy, Chairman of Centamin said:"This acquisition provides a
significant expansion of Centamin's
exploration drive and also a first entry into a highly prospective
region of Burkina Faso, which in recent years has proven to be a stable
and attractive destination for mining investment.

Ampella has made significant progress at its Batie West gold project in
Burkina Faso, with an exploration programme that has delivered a high
quality and well defined resource at the Konkera Prospect. It is our
belief that Ampella's extensive licence holding over a highly
prospective and underexplored +100km trend of gold mineralization,
offers outstanding potential for further significant growth of the
resource base. We look forward to working with Ampella's highly
experienced management and technical team to further progress
exploration at the Batie West project and ultimately build further on
Centamin's production growth."

Offer Conditions and Timetable

The Offer is subject to a number of conditions, as set out in the TBID
including:

* a 90% minimum acceptance condition;

* Ampella retaining a minimum cash balance of A$10 million up to 31
January 2014;

* no prescribed occurrence (as defined in the TBID) occurring in
relation to Ampella;

* no material adverse change (as defined in the TBID) occurring in
respect of Ampella or its assets;

* no breach of warranty by Ampella; and

* other customary conditions as set out in the TBID, including no
regulatory intervention which restrains or prohibits the Offer.

Ampella has agreed to customary deal protection provisions including
the payment of a break fee of A$422,155 in agreed circumstances and
non-solicitation and notification rights. The TBID also provides
Centamin with a right to match any superior offer that may emerge. If
Centamin chooses not to match, then Ampella's Board may, in accordance
with its fiduciary duties, recommend that alternative offer to
shareholders, subject to first paying the agreed break fee to
Centamin. Full details of the relevant provisions are contained in the
TBID, a copy of which Ampella will release separately to the ASX.

Detailed information in relation to the Offer will be set out in a
Bidder's Statement, which shall be lodged with the Australian
Securities & Investments Commission and sent to Ampella Shareholders,
as soon as practicable.

About Ampella

Ampella is an Australian listed company with significant gold assets in
Burkina Faso, West Africa: one of the world's most prospective gold
producing regions. Ampella has been listed on the Australian Securities
Exchange since 2007.

The primary focus of the company is the development of the Batie West
gold project, which contains the Konkera Resource. The current resource
contains 3.25 million ounces of gold @ 0.5 g/t cut-off, independently
verified by Ravensgate to JORC compliant standards[2]. This represents
Burkina's largest single undeveloped gold resource at a 1 g/t gold
cut-off.

Ampella is receiving corporate and financial advice from Macquarie
Capital (Australia) Limited and legal advice from Herbert Smith
Freehills.

About Centamin

Centamin is a mining company that has been actively exploring in Egypt
since 1995. The company's principal asset is its interest in the large
scale, low cost Sukari Gold Mine, located in the Eastern Desert of
Egypt. Sukari produced 150,000 ounces of gold in its maiden year of
production in 2010, consistently expanding thereafter to reach expected
production of over 320,000 ounces in 2013. The 'Stage 4' plant
expansion programme commenced in 2011 to target 450-500,000 ounces per
annum production from 2015 onward.

The Sukari Gold Mine is the first large-scale modern gold mine in
Egypt. Centamin's operating experience in Egypt gives it a significant
first-mover advantage in acquiring and developing other gold projects
in the prospective Arabian-Nubian Shield. Centamin also has exploration
activities in Ethiopia, held both directly and through a joint venture
with AIM-listed Alecto Minerals plc.

For further information please contact:


Ampella

Dr Paul Kitto, Managing Director, +61 8 6142 0980
Mr Drew Totterdell, General Manager Finance & Corporate Development,
+61 8 6142 0980
Mr Anthony Hasluck, Managing Director Clarity Communications, + 61 8
9380 0700


Centamin

Josef El-Raghy, Chairman
Andy Davidson, Head of Business Development and Investor Relations, +44
1534 828708
Bobby Morse, Cornelia Browne & Gabriella Clinkard, Buchanan, +44 20
7466 5000

This announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or
the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.

Nothing contained in this announcement is intended as a forecast,
projection or estimate of the future financial performance of Ampella
or Centamin.

This announcement may contain forward looking statements. Such forward
looking statements are not guarantees of future performance and involve
known and unknown risks, uncertainties, assumptions and other important


factors, many of which are beyond the control of Ampella or Centamin.

Centamin and Ampella cannot give any assurance that the results,
performance or achievements expressed or implied by the forward looking
statements contained in this announcement will actually occur.
Investors are cautioned not to place undue reliance on the forward
looking statements.

Centamin and Ampella have no intention to update or revise forward
looking statements or to publish prospective financial information in
the future, regardless of whether new information, future events or any
other factors affect the information contained in this announcement,
except where required by law.


[1] This confirmation does not apply to 1,500,000 shares held under the
Ampella Employee Share Acquisition Plan, which will be cancelled in
accordance with the terms of the plan and the loan.

[2] See Ampella's ASX announcement dated 5 March 2013 for detailed
information relating to the Konkera Resource. Ampella confirms it is
not aware of any new information or data that materially affects the
information included in the 5 March 2013 announcement and that all
material assumptions and technical parameters underpinning the
estimates in the 5 March 2013 announcement have not materially changed.

                    This information is provided by RNS
          The company news service from the London Stock Exchange

END

Contacts:
RNS
Customer
Services
0044-207797-4400
Email Contact
http://www.rns.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.