EML Emmerson Plc

 
TIDMEML 
 
For Immediate Release: 10 May 2011 
 
                            Emerging Metals Limited 
                           ("EML" or the "Company") 
 
  Option Agreement to acquire a 37.5 per cent. interest in Ferrum Resources Limited 
 
Emerging Metals Limited (AIM: EML) announces that on 9 May 2011 it executed a 
put and call option agreement (the "Option Agreement") with Ferrum Resources 
Limited ("Ferrum"), an iron ore exploration and development company with 
interests in Sierra Leone, Guinea and Central African Republic ("CAR"). 
 
Under the terms of the Option Agreement, 
 
  * Ferrum has granted the Company a call option (the "Call Option"), for a 
    consideration of US$1; 
 
  * the Company has granted Ferrum a put option (the "Put Option"), for a 
    consideration of US$1; 
 
  * under the Call Option, the Company can exercise its right to subscribe for 
    26,228,570 new ordinary shares in the capital of Ferrum (the "Option Shares 
    ") at a price of US$0.305 each (the "Subscription Price") provided that the 
    Call Option is exercised within 120 days of the date of the Option 
    Agreement, subject to extension in the case of a third party offer for all 
    or any part of Ferrum's issued ordinary shares; 
 
  * under the Put Option, Ferrum can require the Company to subscribe for the 
    Option Shares (at the Subscription Price) at any time within 60 days of the 
    date the Option Agreement save that the Put Option can only be exercised if 
    Ferrum has received a legal opinion from its Sierra Leone counsel (in a 
    form satisfactory to the Company) ("Sierra Leone Legal Opinion") confirming 
    its interests in, and the good standing of, five exploration licenses in 
    the country; 
 
  * in each case the aggregate Subscription Price shall be US$7,999,713.85 (the 
    "Subscription Amount"); 
 
  * in aggregate, the Option Shares will, if issued, constitute 37.5 per cent. 
    of the enlarged issued share capital of Ferrum; 
 
  * if the Company holds 10 per cent. or more shares in the capital of Ferrum 
    then it will be entitled to have one director on the board of directors of 
    Ferrum while if it holds 30 per cent. or more shares in the capital of 
    Ferrum then it will have the right to appoint two directors to the board 
    (one of whom shall be the Chairman of the board); and 
 
  * on exercise of the Call Option or the Put Option and for so long as EML is 
    a shareholder of Ferrum, the Company shall have the right of first refusal 
    in proportion to its existing holdings in case of any further/future 
    allotment of shares in Ferrum other than in the case of issues of new 
    shares pursuant to the exercise of certain options/warrants or for non-cash 
    consideration; such anti-dilution provision to cease upon admission of 
    Ferrum ordinary shares to trading on certain designated markets. 
 
Under the terms of a convertible loan agreement entered into between the 
Company and Ferrum on 20 April 2011, the Company advanced US$752,500 (the 
"Loan"), repayable in full in cash on 31 October 2011 (unless otherwise 
agreed), or at any time earlier by conversion into 2,467,213 new ordinary 
shares in the capital of Ferrum (the "ConversionShares") at an effective price 
of US$0.305 each. If the Company elects or is required to acquire the Option 
Shares the Loan will be automatically set off from the Subscription Amount and 
would be deemed to be repaid in full. 
 
EML's directors Stephen Dattels and Jim Mellon are indirectly interested in 
11,666,667 and 285,714 Ferrum ordinary shares respectively with Stephen Dattels 
indirectly holding an option to acquire a further 1,500,000 Ferrum ordinary 
shares at a price of GBP0.35 per share. These interests would, assuming 
exercise of the option indirectly held by Stephen Dattels and no other Ferrum 
share issues, amount to approximately 29.75 per cent. of Ferrum's issued 
ordinary share capital. 
 
Further details on Ferrum 
 
Ferrum is a private British Virgin Islands company established in January 2010. 
The company aims to become a major international iron ore mining and 
exploration group. Ferrum currently holds one reconnaissance permit in Guinea. 
In addition, it recently acquired Ferrous Africa Limited which holds a 75 per 
cent. interest in five exploration licenses in Sierra Leone. Ferrum has also 
applied for two iron ore exploration permits for the Topa Iron Ore Project in 
the CAR in which it holds a 75 per cent. interest, with the other 25 per cent. 
interest held by AXMIN Inc.. From incorporation to 31 December 2010, Ferrum 
made losses of GBP913,000 and as at that date had net assets of GBP581,000. 
 
If exercised by either party, Ferrum intends to use the proceeds from the 
subscription to fund exploration activities in Sierra Leone, Guinea and the 
CAR, and to pursue other potential acquisition opportunities. 
 
Stephen Dattels,Co Chairman of Emerging Metals, said: 
 
"We are very pleased to announce the signing of the option agreementwithFerrum 
Resources. Theiron oreinterestsof Ferrum in Sierra Leone, together with the 
potentialgrant ofan exploration license inthe CAR, mean the proposed 
investmentcoulddeliver significant shareholder value." 
 
                           For further information: 
 
Emerging Metals     Religare Capital    Evolution           GTH Communications 
Limited             Limited             Securities Limited 
 
Denham Eke          Peter               Romil Patel         Toby Hall 
                    Trevelyan-Clark 
                                        Tim Redfern         Christian Pickel 
                    Emily Staples 
 
+44 (0) 1624 639396 +44 (0) 20 7444     +44 (0)20 7071 4300 +44 (0) 20 3103 
                    0800                                    3902 
 
 
 
END 
 

Emmerson (LSE:EML)
Historical Stock Chart
Von Apr 2024 bis Mai 2024

Emmerson (LSE:EML)
Historical Stock Chart
Von Mai 2023 bis Mai 2024