Press Release by the Zambian Minister of Finance

Sale and Purchase Agreement signed on ZCCM's Konkola North Mining Prospect


Lusaka, Zambia; February 1997: The Minister of Finance, the Honorable Ronald Penza, announces the signing of an agreement between the Government of Zambia, Zambia Consolidated Copper Mines(ZCCM), and AVMIN Limited, the South African mineral mining group, providing for AVMIN's acquisition of a majority shareholding in ZCCM's Konkola North copper mining concession and the possible subsequent development of the Konkola North Mining Project. ZCCM will retain a holding of between 15% and 20% of the project.

Under the terms of the agreement AVMIN has committed to fund an extensive drilling programme and to conduct a pre-feasibility study on the development of the deposit. If the results of this drilling programme are sufficiently promising AVMIN will conduct a bankable feasibilty study, or return the project to ZCCM. Unless AVMIN commits to develop the project within five years the rights over the concession and the drilling results will revert in full to ZCCM.

The Konkola North concession spans the 5, 500 hectares bordering Zaire to the North, and the Konkola Deep Mining Project to the South. ZCCM geologists have suggested that there could be potential, based on geological trends, to reach up to 390 million tonnes of ore at an average grade of over 2.14% total copper. No commercial mining activities, however, currently exist on the area.

Commenting on the signing of the agreement, the Minister said: "Along with the signing of the Memorandum of Understanding on the Konkola Deep Mining Project, this agreement with AVMIN is another important step in securing the long term future of the mining industry in Zambia, and underlines the growing interest of the international mining community in helping to further develop Zambia's mineral wealth."

Mr. Valentine Chitalu, Chief Executive of the Zambia Privatisation Agency, said: "AVMIN's commitment to explore the potential of the Konkola North Mining Project demonstrates the opportunities that international mining companies can see to be available in Zambia. Although the project will take some time to come to fruition, the sooner work can begin the sooner the benefits to the nation will flow through."

Mr. Luke Mwananshiku, chairman of ZCCM, said on behalf of the company: "ZCCM had identified the potential of Konkola North some time ago, but did not have the resources available to exploit it. AVMIN has demonstrated that it is prepared to commit itself to long term investment in the Zambian copper industry which will ultimately benefit the workforce and the Zambian people as a whole."

For further information please contact:

Contact Person Telephone
Valentine Chitalu, Chief Executive, Zambia Privatisation Agency 260 1 223 859
Luke Mwananshiku, Chairman, ZCCM 260 1 229 115
Pius Maambo, Director Corporate Planning and Corporate Affairs, ZCCM 260 2 749 003
Charles Mercey, N M Rothschild & Sons Limited 44 171 280 5000
Byron Ousey / Gerald Gradwell, Gavin Anderson & Company 44 171 457 23445
Notes to Editors:

Local News Editors
1) The Sale and Purchase Agreement
The Sale and Purchase Agreement is a legally binding agreement transferring ownership of the Konkola North mining concession to a specially established company owned by AVMIN Limited.

In consideration for the sale to it of the rights and leases included in the agreement AVMIN has agreed to pay certain monies, and conduct certain explorations and evaluation activities over Konkola North with a view to preparing a feasibility study incorporating a Mine Development Programme.

In the event that AVMIN, through the specially formed company, elects to develop a mine on Konkola North in accordance with the Mine Development Programme, ZCCM will gain an equity interest of between 15% and 20% of the new company.

In the event that AVMIN does not elect to develop a mine over Konkola North, or in the event that it fails to pay the agreed monies, or fails to conduct the agreed exploration and evaluation activities over Konkola North, ZCCM will have the option to require AVMIN to transfer the mining rights and associated surface leases from the new company back to ZCCM.

2) Background on AVMIN Limited

AVMIN Limited is an autonomous division of Anglovaal, the South African mining group. The company was established essentially to engage in three business activities:

3) The Konkola North Mining Prospect

On the Northern edge of the proposed Konkola North Mining Prospect, is the Konkola No 2 shaft (originally sunk in 1954, but closed in 1958 for economic reasons), with its associated resources. In this area, drilling to date has indicated a resource of 30 million tonnes or copper ore at a grade of 2.49% total copper, 0.45% Acid Soluble Copper.

Within the Southern section of the proposed Konkola North Mining Prospect, on the boundary of the Konkola Deep Mining Project is the Saddle Lode inferred resource. This area has been outlined with 6 boreholes and estimated to contain a resource of 50 million tonnes of copper ore at a grade of 2.58% total copper, 1.24% Acid Soluble Copper. The Saddle Lode ore resource strike length is not accurately known due to a lack of borehole information.

Outside these two areas, but within the proposed Konkola North Mining Prospect, ZCCM geologists have suggested that there could be potential, based on geological trends, to reach approximately 340 million tonnes of copper ore at a grade of 2.14% total copper.

The deepest known mineralisation extends from near surface to a depth of almost 1, 200 metres.

In order to fully explore the proposed Konkola North Mining Prospect area, it has been estimated that approximately 50, 000 metres of drilling would be required. Completion of the drilling would enable the technical studies to be completed.

Notes on the privatisation of ZCCM:

The Government of the Republic of Zambia, as the majority shareholder in ZCCM, has announced the privatisation of the company. The principal minority shareholder in ZCCM, Zambia Copper Investments (ZCI), has indicated their support for this privatisation. On advice, a two stage privatisation process has been chosen , as follows:-
 

Stage 1 - Demerger and Trade Sales
This involves the demerger of Zambia consolidated Copper Mines Limited assets into privatisation "packages" and the transfer of these packages into new subsidiary companies. A majority interest in each of these new companies will then be sold to private mining investors.

This process is already underway. The privatisation "packages" have been identified, and advertised internationally with a view to potential buyers lodging sealed bids for the packages. Packages that are not subject to separate negotiations will be privatised according to the following outline timetable:

on 28 February 1997 Final date for lodging sealed bids. Bid box opened.
by 31 March 1997 Announcement of preferred bidder for each of the privatisation packages.
by 30 June 1997 Contractual completion of sale of majority interests in new companies established to hold the assets of each privatisation package.
by 30 September 1997 Full completion of transfer of assets. All remaining assets transferred to new holding company to be managed through to their subsequent disposal.
Stage 2 - Public Offering

This involves one or more secondary public offerings in Zambia and overseas of all or part of the Government's residual shareholding in ZCCM. No timetable for stage 2 of the privatisation has yet been set.

Statement from ZCI on privatisation of ZCCM

As the principal minority shareholder in ZCCM, ZCI supports the privatisation of the Company and hopes that the process currently underway will be successful.

The Directors appointed by ZCI have confirmed that they will:

Upon the successful conclusion of Stage I of the Privatisation Process and the commencement of Stage II - as described in the Phase I Privatisation Report for ZCCM, dated April 1996, prepared by NM Rothschild & Sons ("the NMR report") - it is ZCI's understanding that, as part of Stage II, GRZ may wish to dispose of shares it holds in ZCCM which are subject to preemption rights in favour of ZCI, ZCI will be prepared to waive its pre-emptive rights over such shares and agree to the removal of separate classes of ZCCM shares subject to the following conditions:

(a) the proposed disposal of shares by GRZ occurs post completion of Stage I and in circumstances generally conforming with Stage II as outlined in the NMR report;

(b) when so required by ZCI and in similar circumstances to those outlined in (a) above, GRZ will waive preemption rights over shares in ZCCM held by ZCI and agreed to the removal of separate classes of ZCCM shares;

(c) GRZ confirms that before entering into any agreement to dispose of any shares in ZCCM it will procure that ZCI will be offered the right to participate in the disposal on the same terms as GRZ and pro rata to the respective shareholding interests of GRZ and ZCI in ZCCM at the time.

ZCI proposes that the above arrangements be recorded in the form of a legally binding agreement between the parties.


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