Basic

http://www.ortacresources.com/rns-detail?id=13536749 

21 February 2017 

Ortac Resources Ltd 

("Ortac" or the "Company") 

Andiamo Update 

The Board of Ortac, the mineral exploration company operating in Europe and Africa, announces an update in respect of its exploration partner in Eritrea, Andiamo Exploration Ltd ("Andiamo"), in which Ortac held a 26.99% equity interest. 

Highlights 

·    $0.5million raised by Andiamo through a non-brokered placement 

·    Andiamo share Issue in consideration for the termination of Andiamo's Joint Venture arrangement with Environminerlas East Africa Limited ("EEAL") 

·    Following the placement and share issue, Ortac's shareholding in Andiamo represents 18.48% of the shares in Andiamo 

Emerald Ex BV ("Emerald") has subscribed for 5,000,000 new shares in Andiamo at US$10cents per share for proceeds of US$0.5million, through a non-brokered placement. 

Further to the announcement on the 6th December 2016, Andiamo and EEAL have terminated the Joint Venture arrangement over a part of the Haykota Licence for consideration of 13,140,365 shares of Andiamo issued to EEAL at an implied value of approximately US$17cents per share. 

Vassilios Carellas, Ortac's CEO, commented: "We welcome this development which enables Andiamo to continue exploration to the South of the very successful Bisha mine and brings a strong private equity group on to the share register." 

Background 

Non-Brokered Placement 

Emerald Ex BV has subscribed for five million new shares in Andiamo at US$10cents per share for proceeds of US$0.5million, through a non-brokered placement. 

Emerald is a subsidiary of NurtureEx B.V. ("NurtureEx"), which is funded by African Mineral Exploration and Development (AMED) which is a private equity group investing in mineral exploration and development projects predominately in sub-Saharan Africa. 

NurtureEx has been involved in Andiamo since early 2014 as an investor in EEAL which had earned a 50% interest in a northern area of the Haykota Exploration Licence. 

Share issue to EEAL 

Andiamo and EEAL have also ended their joint venture arrangement which covered a part of the Haykota Exploration Licence. Under this arrangement, EEAL was issued 13,140,365 Andiamo shares. EEAL had previously spent over US$2.3 million on the exploration of this area so the implied value of this share issue is approximately US$17cents per share. 

EEAL has distributed these Andiamo shares to its own shareholders, including the largest - which is NurtureEx/Emerald Ex BV. As a result of this distribution, Emerald received 9,386,051 new Andiamo shares, taking its total to 14,386,051. This represents just under 25% of the current 57,561,462 total issued shares of Andiamo. 

Open offer at US$10cents per share 

Andiamo intends to offer new shares under the same terms as the Emerald placement, US$10cents per share, to raise up to US$1.0million, to existing shareholders, and to new shareholders. Several of the existing substantial shareholders have indicated that they will take up this offer. Shareholders will be circulated with an offer document and appropriate subscription agreements. 

If this offer is adequately subscribed, Andiamo will be able to extend its exploration efforts to other parts of the Haykota Licence, including the Frataka VMS target, the substantial Shambotei gold showings around the hundreds of local artisans working to recover gold in the area, and to progress the development of the Yacob Dewar oxide gold deposit. 

Market Abuse Regulation (MAR) Disclosure 

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement. 

-ENDS-