Amur Minerals Corporation Transaction Approvals Update (5835B)
03 Oktober 2022 - 1:35PM
UK Regulatory
TIDMAMC
RNS Number : 5835B
Amur Minerals Corporation
03 October 2022
3 October 2022
AMUR MINERALS CORPORATION
(AIM: AMC)
Transaction Approvals Update
Amur Minerals Corporation ("Amur" or the "Company") is pleased
to announce that it has been informed by Bering Metals LLC (the
"Buyer") a Russian incorporated company that it has successfully
obtained the necessary consents from the appropriate Russian
Federation authorities to complete the Disposal of its Kun-Manie
nickel copper sulphide project. Shareholder approval on 24 August
2022 for the sale of its Russian subsidiary ("AO Kun-Manie") in the
total amount of US$35 million was contingent upon the Buyer
obtaining the following:
-- the consent of the Federal Antimonopoly Service of Russia or
its relevant territorial department to the Disposal being granted
and such consent not being conditional upon any further actions or
omissions by any of the parties to the Share Purchase
Agreement;
-- the approval under the Presidential Decree No. 81 dated 1
March 2022 and all ensuing Russian Federation regulatory statutes
having been granted on the terms required by applicable law, and
not having been subsequently revoked, and such approval not being
conditional upon any further actions or omissions by any party.
Having been informed by the Buyer that the necessary permissions
are granted, both the Company and Buyer have now entered the final
stage of the Completion process wherein final documentation is
being compiled allowing for final transfer of the Company's wholly
owned AO Kun-Manie subsidiary to the Buyer. The parties have
discussed and agree that completion is scheduled around 1 November
2022 ("Completion") with the one time payment of US$35 million
scheduled five days post Completion.
Robin Young, CEO of Amur, commented: "We are pleased that the
Russian Federation has approved the Disposal of our AO Kun-Manie
wholly owned subsidiary in the agreed amount of US$35 million. It
is our intent to advance to Completion as rapidly as possible given
the ongoing geopolitical situation where sanctions by various
nation states continue to be modified on an ongoing basis.
"As reported in various RNS releases and public domain news
updates, a special dividend of 1.8p is to be paid within 90 days of
receipt of the closing payment. With the key approvals now in hand,
we shall complete our assessment of the classification of the
dividend regarding shareholder taxation.
"Following Completion, we will turn our full attention to the
future of the Company, where we endeavour to identify and secure
another business opportunity to deliver value to shareholders."
Future Strategy and Special Dividend
Upon Completion, the Company will move forward as an AIM Rule 15
cash shell and retain cash balances of approximately US$38 million
after paying certain expenses and any Company related taxes
relating to the Disposal.
Following receipt of the consideration of US$ 35 million, the
Company intends to pay a special dividend of 1.8 pence per share to
be paid to Shareholders within 90 days of Completion. The Company
has received tax advice that the Disposal is unlikely to attract
capital gains or withholding tax. The Board proposes that the
record date and payment date for the distribution of the
post-Completion dividend shall be no later than 90 days following
receipt of the consideration payment.
The Directors intend to seek to acquire another company or
business in exchange for the issue of Ordinary Shares in a single
transaction (a "reverse takeover"), which will be subject to
Shareholder approval. In considering the Company's future strategy,
the Board will seek to identify opportunities offering the
potential to deliver value creation and returns to Shareholders
over the medium to long-term in the form of capital and / or
dividends.
The Company will be required to undertake an acquisition or
acquisitions which constitute(s) a reverse takeover under AIM Rule
14 on or before the date falling six months from the completion of
the Disposal, or be re-admitted to trading on AIM as an investing
company under AIM Rule 8. Failing that, the Company's Ordinary
Shares would then be suspended from trading on AIM pursuant to AIM
Rule 40. If the Company's shares remain suspended for six months,
admission of the Company's shares will be cancelled.
Market Abuse Regulation (MAR) Disclosure)
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Company Nomad and Broker Public Relations
Amur Minerals S.P. Angel Corporate BlytheRay
Corp. Finance LLP
Robin Young CEO Richard Morrison Megan Ray
Adam Cowl Tim Blythe
+44 (0) 7981 126 +44 (0) 20 7138
818 +44 (0) 20 3470 0470 3203
For additional information on the Company, visit the Company's
website, www.amurminerals.com .
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