Entropy Resources S.A. - Joint Venture With TransAfrican Minerals Limited

April 5, 2008 - PRLog -- Entropy Resources S.A.(Entropy) a private Argentinean mining company, with HQ in Perth, Western Australia, is pleased to announce that on the 3rd of March 2008, it has signed a binding Memorandum of Understanding (MoU) with TransAfrican Minerals Limited (TransAfrican) in connection with 4 exploration projects (38 licenses) that make the portfolio of Entropy in the province of San Juan, Argentina, whereby TransAfrican has the right to acquire a 60% interest of the projects, with the option to earning a further 20% for a total 80% interest in the projects by completion of cash and work commitments. The staged deal is summarized below:

Stage 1 - To complete a 120 days exploration and preliminary development and drilling of the properties


Within 45days of the signature  a cash payment US$ 480,000 (1), with a budget for Exploration & Development subject to approval by TransAfrican.


Stage 2 – Following the 120 days exploration period, to sign a Formal Contract between Entropy and TransAfrican

At the Signature of a Formal Contract, estimated on the1st August 2008, TransAfrican will pay Entropy the Purchase Price agreed in the MoU (2), with a budget for Exploration & Development subject to approval by the Board (3).


(1) This item,  being the cash payment of US$ 480,000 is in consideration of the following schedule for all projects: a) cash payment to Entropy, b) contractual obligations, c) fees for maintenance of the leases regulated by the mining authority, d) provision for surveying of the mines.  

(2) Upon signing of the Formal Contract the Purchase Price will be paid to Entropy in a single cash payment or according to a staged buy in plan to buy up to 60% interest in the projects. Such staged payment plan will not extend beyond 12 months from the date of signature of the Formal Contract and will be made in four equal quarterly payments. By an additional cash payment agreed in the MoU, TransAfrican may exercise the Option to earn an additional 20% interest in the company

(3) The minimum expenditure requirement for Exploration & Development will be approved by the Board of the new company;

All payments stipulated in points (1), (2), (3) are firm binding commitments on TransAfrican.

THE PROJECTS

The projects that fall under this agreement are AMICHES (13 Licenses), AGUA BLANCA (2 Licenses), CERRO BLANCO ( 8 Licenses), SAN FRANCISCO (12 Licenses), MANANTIALES (3 Licenses).

ABOUT TRANSAFRICAN MINERALS LIMITED

TransAfrican Minerals Limited is an emerging privately-funded global mining company led by a strong management team made up of former senior investment bankers and mining executives with more than 200 years of combined experience funding, developing and managing global mining projects.

The company is led by Mr. Mohamed Matongo as its Deputy Chairman and President. The Chief Executive Officer is Mr. Robert S. Stewart.
Mr. Matongo was formerly a senior banker (Sr. Vice President) with Citibank in London, Kuala Lumpur, Abhu Dhabi and Johannesburg.
He founded Bayete Resources Pty Ltd. four years ago and was the CEO and Deputy Chairman until 2006 when Bayete Resources Pty Ltd. Sold its interests to Troy International UK Limited. Mr. Matongo also formed Tegeta Exploration and Mining Pty Ltd., a junior explorer and mining company focusing on Coal Mining in South Africa. During the last 5 years he has facilitated the creation of many emerging (BEE) companies in South Africa and he specializes in deal origination, conceptualization, mergers and acquisitions.

Mr. Stewart is a mining and financial executive with 30 years of senior experience in Africa and around the world. As former Chief representative of Bechtel, Chairman of Ocelot International, TANGAS, CAMGAS, America Mineral Fields, Congo Chamber of Mines and International Cobalt, he initiated, financed and developed several major mining, natural gas and power projects in East, Central and Southern Africa.

TransAfrican is building a global presence in precious, base and strategic metals with future acquisitions targeted in Africa, Canada, Australia and Asia. Through acquisitions and joint ventures, TransAfrican has built up a portfolio of mining and exploration projects (copper, uranium, cobalt, gold and coal) in Zambia, DRC, Mozambique, Madagascar, Mali, Indonesia, Australia, Mongolia and Argentina.

TransAfrican has recently engaged the services of two eminent Canadian firms, Messrs Rosmir Capital Corp (Financial Advisor), and Fraser Milner Casgrain LLP, (Legal Counsel) for the company.
TransAfrican is planning an IPO on the Toronto Stock Exchange to raise further capital to develop its portfolio.

MANAGEMENT'S COMMENT

Eduardo Videla, President & Director of parent company Entropy Resources Pty Ltd comments, "since its formation in 2006, Entropy has been looking for the right partner to fulfill its corporate commitment of explore and discover world-class deposits within its portfolio of properties, located in a hot-spot of the mining landscape of Argentina. We are very pleased with this transaction and with the shared vision that TransAfrican has demonstrated by partnering with Entropy for the advancement of our high quality assets, in line with TransAfrican global strategy”.

Signed "Eduardo Videla"
ENTOPY RESOURCES S.A./ENTROPY RESOURCES PTY LTD

Eduardo Videla
President & Director Entropy Resources Pty Ltd
Vice President & Director Entropy Resources S.A.

This release includes certain statements that are "forward-looking statements". All statements in this release, other than statements of historical facts that address future exploration, development and production activities, and other circumstances, events and developments that the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results, events and developments may differ materially from those in the forward-looking statements. The occurrence of certain risk factors, the probability of which is unknown, may also affect actual results, events and developments expected by the Company.

For further information:

Eduardo Videla
erv@entropyresources.com.au
Office: +61-8-9475-0803, Mob: +61 400 114396
Web Page: http://www.entropyresources.com.au

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Entropy Resources Pty Ltd (the "Company" or "Entropy") was established in 2006 with the goal of identifying and acquiring mineral exploration projects in Argentina, with an emphasis on Epithermal Gold and Porphyry Copper-Gold style deposits.