Resolute Mining Limited announces today that it has proposed a Deed of Company Arrangement regarding Noble Mineral Resources Limited (Administrators Appointed). Resolute is working with Ferrier Hodgson (Administrator of Noble) to provide a greater return to Noble’s creditors than would otherwise be available in a liquidation scenario.

The effect of the proposed DOCA will see an entity in the Resolute group become the 100% owner and operator of the Bibiani gold project in Ghana, following satisfaction of certain conditions, thereby removing the uncertainty that currently exists regarding the future ownership and operation of the asset. Resolute will also provide interim funding to maintain the Bibiani project as a mechanism to support the existing Schemes of Arrangement (announced by Noble on 11 September 2013) with respect to Noble’s Ghanaian subsidiaries. Under the proposed DOCA, Noble will retain ownership of its other gold concessions outside of Bibiani, in the form of exploration licences at Cape Three Points and Nakroba located in the southern extension of the Ashanti gold belt.

Cape Three Points and Nakroba will be offered for sale with the realised proceeds to be distributed to creditors other than the Trustee for Noble’s convertible noteholders (of which Resolute is the majority participant). In addition, the existing cash balance of Noble would also be distributed pro-rata to the entitlement of all Noble’s creditors including the Trustee for the noteholders. Implementation of the DOCA will be subject to a number of conditions precedent including:

•  Approval by creditors of the DOCA proposal and execution of a DOCA on termsacceptable to the Deed Administrator.
•  If required, consent of the relevant Ghanaian minister to the transfer of the Bibiani mining licence to Resolute.
• Approval of the existing Schemes of Arrangement by creditors and the High Court of Ghana.
•  Resolute entering into the interim funding arrangement with the Deed Administrator on terms acceptable to both parties. Once the DOCA is finalised, all creditor claims against Noble will be satisfied and extinguished.

It is expected that a Noble creditors meeting to consider approving the proposed DOCA will be held in the next few weeks. Resolute is effectively Noble’s largest external creditor, with just under 100% of Noble's listed unsecured convertible notes. Resolute will be causing the Trustee of the convertible notes to vote in favour of the DOCA proposal at the creditors meeting.