FGML Falkland Gold

    RNS Number : 3824B
  AIM
  14 August 2008
   

      

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
           WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 Falkland Gold and Minerals Limited
 (to be changed to BPC Limited, following approval of shareholders at General
 Meeting)

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 The address of the registered office is 
 56 John
 Street, Stanley,
 Falkland Islands. 


 The principal place of business following Admission will be
 c/o Gomez Corporate Management, 
 28 Cumberland Street, 
 Nassau, Bahamas. 



 COUNTRY OF INCORPORATION:
 Falkland Islands

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.fgml.co.uk



 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 Falkland Gold and Minerals Limited ("FGML" or the Company") is currently
 admitted to trading on AIM. Following the cessation of exploration activities
 in the Falkland Islands the Company currently has approximately �3.6m cash.


 Admission to trading on AIM is sought for the enlarged share capital of the
 Company following the reverse takeover of BPC Limited ("BPC"). The Company
 has conditionally made, a recommended offer for the entire issued share
 capital of BPC, a company which was established to hold and develop, through
 subsidiaries, oil and gas interests in the Bahamas.


 BPC was incorporated in Jersey on 9 August 2007 as a holding company. It has
 invested in an offshore oil exploration programme covering approximately
 15,676 km2 (3.874 million acres) in the territorial waters and maritime
 Exclusive Economic Zone of the Bahamas. The Company was founded by Alan
 Burns, Michael Proffitt and Mark Savage and holds an indirect 100 per cent.
 interest in five exploration licences granted by the government of th
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO
 TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares,
 nominal value and issue price to which it seeks admission and the number and
 type to be held as treasury shares):
 789,639,838 Ordinary Shares of 0.002p. Issue price 0.04p. No shares held in
 treasury.

 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
 No capital to be raised on admission. 
 Anticipated Market Capitalisation c. �31.5 million.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 76.55%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 N/A

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each
 is known):
 Current directors
 Richard John Linnell (Executive Chairman, aged 64)
 Mark Gerlad Fresson (Executive Finance Director, aged 43)
 David Leslie Hudd (Non-Executive Deputy Chairman, aged 63)
 Peter Bojtos (Non-Executive Director, aged 59)
 Dr Robert Maurice Weinberg (Non-Executive Director, aged 60)


 Proposed directors
 Alan Robert Burns (Proposed Chairman and Chief Executive Officer, aged 67)
 Dr Paul Daniel Crevello (Proposed Chief Operating Officer, aged 56)
 Timothy (Tim) Stephen Jones (Proposed Non-Executive Director, aged 59)
 Mark Stuart Savage (Proposed Non-Executive Director, aged 50)
 Michael (Mike) Joseph Proffitt (Proposed Non-Executive Director, aged 57)
 Robert (Bob) Anthony Carroll (Proposed Non-Executive Director, aged 64)



 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the
 first name by which each is known or including any other name by which each
 is known):
                                         Percentage of Enlarged
                                                Share Capital  
                                            Before Admission)  

 RAB Special Situations (Master)                         77.18%
 Fund Ltd. - managed by UK AIM
 listed RAB Capital plc.

                                             Percentage of
                                            Enlarged Share
                                                 Capital  
                                                 following
                                            Admission(1)  

 Credit Suisse Client Nominees                     55.524%
 (UK) Limited(2)

 Edgewater Estates Limited                          6.927%
 Mark Stuart Savage                                 6.751%
 Burns Family Investments WA Pty Ltd                5.676%
 as trustee for the Burns
 Superannuation Fund (3)
 Dr Paul Daniel Crevello                            4.183%
 Bayview Investments LLC                            4.179%
 Pershing Keen Nominees Limited-                    3.229%
 Account KSCLT

 Notes:
 (1) assuming full acceptance of the
 Offer
 (2) as nominee for RAB
 (3) these Shares will be held by
 Burns Family Investments WA Pty Ltd
 as trustee for the Burns
 Superannuation Fund for the
 benefit of Alan Robert Burns



      NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
      N/A

       1.     ANTICIPATED ACCOUNTING REFERENCE DATE 
       2.     DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
       3.     DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
  
 (i)    31 December
 (ii)   FGML - 31 March 2008
        BPC - 31 December 2007
 (iii)  Interims to 30 June 2008, published by September 2008
         Annual Accounts to 31 December 2008, published by 30
                                                    June 2009
          Interims to 30 June 2009, published by 30 September
                                                         2009


      EXPECTED ADMISSION DATE:
      2 September 2008

      NAME AND ADDRESS OF NOMINATED ADVISER:
      Ambrian Partners Limited
      Old Change House
      128 Queen Victoria Street
      London EC4V 4BJ


      NAME AND ADDRESS OF BROKER:
      Fox-Davies Capital Limited
      Whitefriars House
      6 Carmelite Street
      London EC4Y 0BS


      OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE
FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
      Ambrian Partners Limited
      Old Change House
      128 Queen Victoria Street
      London EC4V 4BJ 
  
    www.fgml.co.uk  


      DATE OF NOTIFICATION:
      14 August 2008

      NEW/ UPDATE:
      NEW





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