A$25m Sale of 42.5% Interest In Sandpiper Phosphate Project to Mawarid Mining

December 2012

Minemakers Limited is a dual ASX/TSX-listed mining company. On 13 February 2012, Minemakers made an unsolicited, scrip takeover offer for ASX-listed UCL Resources Limited. The scrip offer valued UCL at A$24 million. Minemakers and UCL held equal 42.5% shareholding interests in the Sandpiper Marine Phosphate Project located in Namibia. In addition, Minemakers also held a 13% equity interest in UCL, plus 100% of the Wonarah Phosphate Deposit located in the Northern Territory. The rationale of the Minemakers offer for UCL was largely to collapse and streamline the ownership and management of the Sandpiper Project to allow the efficient completion of the project’s DFS and project financing. Minemakers’ offer was ultimately unsuccessful, primarily due to the rejection of the offer by UCL’s major shareholder and the introduction of a new UCL shareholder through a placement to Omani-based Mawarid Mining.

Following the lapse of Minemakers’ offer, on 18 May 2012, UCL took the highly unusual step of announcing its own unsolicited, cash and scrip takeover for 100% of Minemakers, valuing Minemakers at A$49 million. This offer was successfully defended by Minemakers. The defence included 3 separate Takeovers Panel applications, which were all resolved in favour of Minemakers. To finally address the significant uncertainty created by the respective offers, on 4 October 2012 Minemakers agreed to divest its entire 42.5% interest in the Sandpiper Project to Mawarid Mining for A$25 million in cash. This transaction was completed on 12 December 2012.

Azure advised Minemakers on its offer for UCL, successful defence of UCL’s offer for Minemakers and ultimate divestment of its interest in the Sandpiper Project to Mawarid Mining.