TIDMGWIK
RNS Number : 0801W
Glenwick PLC
06 February 2017
6 February 2017
Glenwick Plc
("Glenwick" the "Company")
Acquisition of Cora Gold Limited, Fundraising and Directorate
Change
Since September 2015, when Glenwick became an Investing Company
under Rule 15 of the AIM Rules for Companies ("AIM Rules"), the
board of directors of Glenwick (the "Board") has undertaken an
extensive review of acquisition opportunities in the natural
resources sector, and in September 2016 announced a GBP1.1m pre-IPO
investment into i3 Energy Limited ("i3"), which is currently
seeking an admission to trading on AIM (the "IPO").
The Board is delighted to announce that in addition to the i3
investment, it has now entered non-binding heads-of-terms (the
"HoT") to acquire 100% of the share capital of Cora Gold Limited
("Cora Gold"), which will constitute a new admission to trading
under the AIM Rules (the "Proposed Transaction").
The existing admission to trading on AIM of Glenwick's ordinary
shares of no par value ("Ordinary Shares") was suspended on 5
September 2016 (the "Suspension"), and if trading in the Ordinary
Shares remains suspended for a period of 6 months from the date of
the Suspension, then trading in the Ordinary Shares on AIM will be
cancelled (the "Cancellation"). The Cancellation will not impact on
the Proposed Transaction and the Board will seek a new admission to
trading of the enlarged share capital of the Company as part of the
Proposed Transaction.
Background to Cora Gold
Cora Gold was established in 2016 by Hummingbird Resources plc
(AIM:HUM) ("Hummingbird") and Kola Gold Limited ("Kola") for the
purpose of amalgamating certain of Hummingbird's non-core gold
exploration permits in Mali together with Kola's permits in Mali
and Senegal (the "Gold Portfolio").
The Gold Portfolio consists of 10 highly prospective gold
exploration properties totalling more than 1,600 km(2) located in
two significant gold areas, the Kenieba Window in Mali and Senegal
and the Yanfolila Gold Belt in Mali.
One property within the Gold Portfolio, Sanankoro (located in
the Yanfolila Gold belt of Mali) is a pre-existing discovery and
offers the potential for the development of a standalone mine with
historical drilling intercepts of 22m @2.5g/t Au and 19m @2.7 g/t
Au. Reconnaissance drilling across many of the other permits within
the Gold Portfolio has outlined multiple gold targets with
potentially economic drill intersections recorded. Historical
expenditures on the Gold Portfolio exceed US$15m.
Cora Gold has a management team, led by Dr. Jon Forster, with a
proven track record of making discoveries and developing and
operating mines across Africa.
More details on Cora Gold and the Gold Portfolio will be
provided in due course.
Proposed Acquisition
Under the Proposed Transaction, Glenwick has provisionally
agreed to acquire 100% of the shares of Cora Gold, for a
consideration of Glenwick shares equivalent to approximately 91% of
the enlarged share capital of Glenwick should the transaction
complete, prior to any new capital raising concurrent with the
Proposed Transaction.
Among other matters the HoT states that completion of the
Proposed Transaction is conditional upon:
-- completion of a satisfactory technical and legal due
diligence exercise by Kola, Hummingbird and Glenwick; and
-- the entering into of a legal binding share purchase agreement.
The parties have agreed to work expeditiously to complete these
conditions with a view to the enlarged ordinary share capital of
Glenwick admitting to trading on AIM in 2Q2017.
i3 Investment
The i3 investment is intended to run parallel to and exclusive
of the Proposed Transaction and, for the sake of clarity, i3 shares
received by Glenwick following the IPO will be distributed in their
entirety to Glenwick shareholders, however this will exclude any
new shareholders as part of the Proposed Transaction and any
concurrent capital raising. The details of this distribution will
not be concluded prior to the anticipated Cancellation. In the
announcement of 15 September 2016, it was outlined that Glenwick
would receive a material uplift relative to the IPO valuation of i3
on conversion at IPO. Following the announcement of 10 January 2017
that i3 proposes to seek admission to trading on AIM, it has been
confirmed that the conversion price will be set at a 50% discount
to the price at which any new shares in i3 are subscribed for by
investors at the time of the IPO.
Directorate Change
The Company advises that Dr. Jaap Poll has stepped down from the
Board with immediate effect. Dr. Poll joined the Board of Glenwick
in 2016 as its oil and gas sector expert and during his tenure
Glenwick completed a pre-IPO investment into North Sea oil and gas
company i3 Energy, which is currently seeking an admission to
trading on AIM. As Glenwick pivots towards the mining sector (via
the Proposed Transaction), it is the appropriate time for Dr. Poll
to step down from the Board to pursue his other business interests.
The Board would like to thank Dr. Poll for his valuable
contribution to the company since joining and wishes him the best
in his future endeavours in the oil and gas sector.
Fundraising
The Company is pleased to announce that it has raised GBP130,000
via a non-brokered capital raising through the placing of
260,000,000 Ordinary Shares at a price of 0.05 pence per Ordinary
Share (the "New Shares"). The subscriber to the New Shares is
Paternoster Resources plc, an AIM-quoted investing company
specialised in the sector ("Paternoster"). Paternoster will receive
a pro-rata entitlement to the i3 Energy shares once they are
distributed to Glenwick shareholders for the New Shares. The
proceeds of the placing will be used for general working capital
that is required to initiate the Proposed Transaction and for the
initial costs associated with the Company's new admission to
trading. The New Shares will be issued following the earlier of the
Cancellation or a return to trading on AIM from the Suspension.
Amanda van Dyke is a director of both Glenwick and Paternoster.
Amanda Van Dyke, Director of Glenwick, commented:
"Firstly, we would like to thank Dr. Poll for his invaluable
contribution to the i3 Energy transaction. His in- depth knowledge
and insight into all aspects of North Sea oil, practical and
technical, allowed the Board to make a quick and informed decision
on our investment, which will greatly benefit our shareholders.
"Secondly, we are very excited to be working with the
experienced Cora Gold management team, given it historic successes
in West Africa, as well as the Hummingbird team. The Gold Portfolio
comprises what we believe to be some of the most prospective ground
in West Africa and there could be no better team to develop the
assets than the one Cora Gold has assembled.
"The Board is thrilled to be able to offer our shareholders
access to this opportunity, and will be doing everything in our
power to make the transaction a success."
For further information, please contact:
FIM Capital Limited
Graham Smith
+44 1624 681 250
Allenby Capital Limited (Nominated Adviser and Joint-Broker)
John Depasquale/Nick Harriss
+44 203 328 5656
Peterhouse Corporate Finance Limited (Joint-Broker)
Lucy Williams / Heena Karani
+44 207 469 0933
END
This information is provided by RNS
The company news service from the London Stock Exchange
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