Blencowe Resources PLC Acquisition of the Orom Graphite Project in Uganda (3788R)
October 28 2019 - 12:19PM
UK Regulatory
TIDMBRES
RNS Number : 3788R
Blencowe Resources PLC
28 October 2019
28 October 2019
Blencowe Resources Plc
("Blencowe" or the "Company")
Signing of Share Purchase Agreement for the 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 signed a Share Purchase Agreement with Consolidated
Africa Limited ("CRA") and New Energy Minerals Africa Pty Ltd ("New
Energy") for the proposed acquisition by the Company of 100% of the
share capital of Consolidated African Resources (Uganda) Ltd
("CARU"), a subsidiary of CRA, by way of a reverse takeover
("Transaction"). CRA and New Energy have given their binding
consent to the acquisition.
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 a successful placing, 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 to acquire CARU which was granted to it by
CRA and GBP1,500,000 will be payable to CRA as the acquisition
price for CARU. In addition, there is cash consideration payable to
CRA of AUD$50,000 which will be payable whether completion occurs
or not. Completion of the Transaction will be conditional on
Blencowe raising working capital for the enlarged group to further
develop the Orom Graphite Project by way of a placing of new
ordinary shares in the Company. CRA has also granted the Company an
option to acquire additional licences that it holds in Uganda which
may be exercised at any time in the 12-month period following
completion of the Transaction.
The Transaction remains subject to completion of the fundraising
and re-listing of the enlarged group on the London Stock Exchange
and to the approval of CRA entering into the Transaction by the
National Stock Exchange of Australia . 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 FCA to keep the suspension of its 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 Transaction and 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 proceed with the Transaction).
Suspension of trading will continue until this time.
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 have reached an investment
decision. 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
and demands a premium price. We look forward to publishing a
prospectus in the near future outlining what we believe is a very
exciting transaction highlighted by the recent granting by the
Ugandan Government of a 21 year mining licence."
For further information please contact:
Blencowe Resources Plc www.blencoweresourcesplc.com
Cameron Pearce / Sam Quinn 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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