Kalahari Minerals Plc : Recommended Cash Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

8 December 2011

RECOMMENDED CASH OFFER BY
TAURUS MINERAL LIMITED ("Taurus")
(a company formed at the direction of CGNPC Uranium Resources Co., Ltd. ("CGNPC-URC") and The China-Africa Development Fund ("CADFund"))
FOR
KALAHARI MINERALS PLC ("Kalahari") Summary

• Further to the announcement on 10 November 2011 that Kalahari and CGNPC-URC remained in discussions in relation to a possible offer, the boards of Kalahari and CGNPC-URC are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Kalahari (the "Offer").
• Under the terms of the Offer, Kalahari Shareholders will receive 243.55 pence in cash for each Kalahari Share (the "Offer Price").
• The Offer Price values Kalahari's fully diluted share capital, including shares attributable to Options at approximately £632 million.
• The Offer will be conditional on, inter alia, acceptances being received in respect of more than 50 per cent. of Kalahari Shares on a fully diluted basis.
• The Offer Price represents:
• a premium of approximately 16.1 per cent. to the average Closing Price of 209.7 pence per Kalahari Share for the six months prior to and including 4 March 2011, being the latest practicable Business Day prior to the first announcement by CGNPC-URC of a possible offer for Kalahari; and
• a discount of approximately 1.0 per cent. to the Closing Price of 246 pence per Kalahari Share on 7 October 2011, being the latest practicable Business Day prior to the commencement of the Offer Period.
• The Offer Price has been determined on the basis that no dividend in respect of the Kalahari Shares will be declared or paid by Kalahari after the date of this announcement.
• Taurus is a newly incorporated company and formed at the direction of, and indirectly owned by, CGNPC-URC and CADFund.
• CGNPC-URC, a state-owned enterprise in the PRC, has established strong relationships with domestic and overseas manufacturers and suppliers of natural uranium. An acquisition of Kalahari is in line with its ongoing strategy to support development of important new sources of natural uranium supply.
• CADFund is an equity investment fund, indirectly 100 per cent. owned by China Development Bank Corporation ("CDB"), which aims to support and encourage Chinese companies in developing cooperation with Africa and making investment in Africa.
• Kalahari is an AIM and NSX listed resource company with uranium, gold, copper and other base metal interests in Namibia. Kalahari's key asset is its holding of 42.5 per cent. in ASX, TSX and NSX listed Extract Resources Limited ("Extract") (on a fully diluted basis). Extract is progressing towards development of the Husab Uranium Project, strategically located within a 50 kilometre radius of several world class uranium deposits.
• The Kalahari Directors, who have been so advised by Azure Capital Limited ("Azure") and Ambrian Partners Limited ("Ambrian"), consider the terms of the Offer to be fair and reasonable to Kalahari Shareholders. In providing their advice, Azure and Ambrian have taken into account the commercial assessments of the Kalahari Directors.
• Accordingly, the Kalahari Directors intend unanimously to recommend that Kalahari Shareholders accept the Offer, as the Kalahari Directors have irrevocably undertaken to do, in respect of their own beneficial holdings, amounting, in aggregate, to 5,518,813 Kalahari Shares, representing approximately 2.2 per cent. of Kalahari's issued ordinary share capital.
• Letters of intent to accept or procure the acceptance of the Offer have also been received from certain Kalahari Shareholders amounting, to 9,839,083 Kalahari Shares, representing approximately 3.9 per cent. of Kalahari's issued ordinary share capital.
• It is intended that the Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act. The Offer Document, containing further information about the Offer, together with the Form of Acceptance, will be posted to Kalahari Shareholders and (for information purposes only) to holders of Options as soon as practicable (and, in any event, not later than 5 January 2012 unless otherwise agreed with the Panel).

Zhiping Yu, CGNPC-URC's Managing Director said:
"We are delighted to have secured the support of the Kalahari Directors, as we believe this highlights both the attractive value of the Offer and CGNPC-URC's status as an excellent partner for the future development of the Husab Uranium Project."

Commenting on the Offer, Mark Hohnen, Kalahari's Executive Chairman said:
"The Husab Uranium Project is a world class uranium asset that has tremendous strategic importance in the industry due to its quality and scale. In the light of the unexpected circumstances in Japan and their impact on uranium equities, the Kalahari Directors recognises the altered market dynamic and subsequently views the Offer from CGNPC-URC as attractive. The Kalahari Directors view CGNPC-URC as an excellent partner for the realisation of the full potential of the Husab Uranium Project to the benefit of all stakeholders."
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its appendices).
The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the terms and conditions to be set out in the Offer Documentation when issued. Appendix II contains the bases and sources of certain information used in this summary and the following announcement. Appendix III contains details of the irrevocable undertakings and letters of intent referred to in this announcement. Appendix IV contains definitions of certain terms used in this summary and the following announcement. Appendix V contains an outline of the formula applied in setting the Extract Offer Price, as described in paragraph 17.
Please carefully read the Offer Documentation in its entirety before making a decision with respect to the Offer.

To view a full version of the announcement, click here.

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