Blencowe Resources PLC Proposed Acquisition Of Orom Graphite Project (7870Y)
May 13 2019 - 2:30AM
UK Regulatory
TIDMBRES
RNS Number : 7870Y
Blencowe Resources PLC
13 May 2019
13 May 2019
Blencowe Resources Plc
("Blencowe" or the "Company")
Proposed Acquisition of Orom Graphite Project
Highlights
-- Acquisition of the Orom Graphite Project in Uganda
-- Consideration of GBP2m to be satisfied by the issue of
33,333,333 new shares at an implied price of 6p
Blencowe Resources Plc (LSE:BRES), the natural resources sector
focused special purpose acquisition company, is pleased to announce
that it has entered into Heads of Agreement with Consolidated
Africa Limited ("CRA") and New Energy Minerals Africa Pty Ltd ("New
Energy") for the proposed assignment to the Company of a binding
option for it to acquire 100% of the share capital of Consolidated
African Resources (Uganda) Ltd ("CARU"), a subsidiary of CRA, by
way of a reverse takeover ("Transaction"). CRA has given its
binding consent to the assignment of the option.
CARU is a Ugandan registered company which is the owner of the
Orom Graphite Project in northern Uganda (the "Orom Graphite
Project").
Blencowe will, subject to due diligence, exercise the option to
acquire the entire share capital of CARU with the total aggregate
consideration payable by the Company being GBP2,000,000 (two
million pounds), to be satisfied in full by the issue of 33,333,333
new ordinary shares of the Company at an implied price of GBP0.06
per share, of which GBP500,000 will be payable to New Energy as
consideration for the assignment of the option and GBP1,500,000
will be payable to CRA as the acquisition price for CARU.
Completion of the Transaction will be conditional on Blencowe
raising working capital for the enlarged group to further develop
the Orom Graphite Project. As a budget and work programme for the
Orom Graphite Project has not yet been agreed, the quantum of any
such fundraise is at the date of this announcement
undetermined.
Whilst the principal terms of the Transaction have been agreed,
the acquisition remains subject to due diligence, completion of the
acquisition documentation, completion of the fundraising and
re-listing of the enlarged group on the London Stock Exchange.
Accordingly, there is no certainty that it will be completed.
If the Transaction is completed, it will constitute a reverse
takeover under the Listing Rules and will be subject to approval by
shareholders of the Company at a general meeting. As the Company is
unable to provide full disclosure under Rule 5.6.15 of the Listing
Rules, the Company has requested the UKLA to suspend listing of its
ordinary shares on the Standard Segment of the Official List, and
as traded on the Main Market of London Stock Exchange pending
publication of a prospectus in relation to the General Meeting,
setting out details of the proposed Transaction and the fundraising
(or in the alternative the Company announces that it has elected
not to exercise the option). Suspension of trading will be
effective from 7.30 a.m. on 13 May 2019.
Further announcements will be made in due course as the
Transaction progresses.
Cameron Pearce, Non-Executive Chairman commented:
"Blencowe was formed for the purposes of acquiring a natural
resources asset and the Board is fortunate, having reviewed several
projects, to now be in a position to reach an investment decision,
subject to due diligence. We are pursuing a metal that has strong
future for the next 20 years given that graphite is the largest
component of the lithium battery. We believe that the Orom Graphite
Project can be globally significant due the high-quality product
and scale of the target resource. The graphite is characterised by
large and jumbo flake size with both high grade and purity that is
in short supply for the battery metals sector. Also, we expect the
grant of a mining licence imminently by the Ugandan government whom
are very keen to develop their mining sector. The board of Blencowe
looks forward to keeping shareholders informed of further
developments in what we believe is a very exciting company making
transaction."
For further information please contact:
Blencowe Resources Plc
Cameron Pearce / Sam Quinn
www.blencoweresourcesplc.com
Tel: +44 (0)1624 681 250
sam@lionsheadconsultants.com
Brandon Hill Capital Limited
Jonathan Evans (Corporate Finance) Tel: +44 (0)20 3463 5000
jonathan.evans@brandonhillcapital.com
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END
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