TIDMBRES
RNS Number : 1080I
Blencowe Resources PLC
30 March 2020
Blencowe Resources Plc
("Blencowe" or the "Company")
Announcement of Publication of Prospectus
and Notice of Annual General Meeting
The Company is pleased to announce that the Prospectus dated 30
March 2020 has been approved by the UK Listing Authority (the
"Prospectus").
The Prospectus relates to the proposed acquisition, which
constitutes a Reverse Takeover, by the Company of the entire issued
share capital of Consolidated African Resources (Uganda) Limited
("CARU") (the "Acquisition"), the placing of 24,999,996 Ordinary
Shares at GBP0.06 per Ordinary Share (the "Placing"), a
subscription for 8,333,333 Ordinary Shares at GBP0.06 per Ordinary
Share (the "Subscription"), and the re-admission of the enlarged
share capital of the Company to the standard listing segment of the
Official List and to trading on the London Stock Exchange's Main
Market ("Re-admission"). The aggregate consideration payable for
the Acquisition is the allotment and issue of 33,333,333 Ordinary
Shares of the Company at a price of GBP0.06 per Ordinary Share
("Acquisition Shares").
An Annual General Meeting of the Company is being convened at
the offices of Brandon Hill Capital Limited, 1 Tudor Street,
London, EC4Y 0AH at 10.00am on 23 April 2020 at which resolutions
will be proposed to the members to approve, inter alia, the
Acquisition, the Placing, and the Subscription.
Subject to the passing of the resolutions at the Annual General
Meeting re-admission and commencement of dealings in the Company's
enlarged share capital, including the Acquisition Shares, Placing
Shares and Subscription Shares, is expected to take place at 8.00am
on 28 April 2020.
The Prospectus, which has been approved by the UK Listing
Authority, has been published on the Company's website at
http://www.blencoweresourcesplc.com and will also be available at
the FCA's Document Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM.
Hard copies of the Prospectus are also be available during
normal business hours at the Company's registered office and at the
offices of the Company's financial adviser, broker and placing
agent, Brandon Hill Capital Limited, 1 Tudor Street, London, EC4Y
0AH.
Cameron Pearce, Chairman of Blencowe Resources Plc
commented:
"Blencowe Resources plc was formed to acquire a natural resource
asset in a stable jurisdiction with the potential to deliver
significant returns to its investors. Having conducted an extensive
search the Board believes it has found a superb target acquisition:
the Orom-Cross jumbo flake graphite project in Uganda. The Company
believes that the Orom-Cross project has the potential to become a
world class graphite project returning substantial gains for new
and existing shareholders and looks forward to updating the market
in due course on the exciting upcoming geological programme."
For further information, please contact:
Contact details:
Blencowe Resources Plc
Cameron Pearce/Sam Quinn www.blencoweresourcesplc.com
Tel: +44 (0)1624 681 250
sam@lionsheadconsultants.com
Brandon Hill Capital Limited
Financial Adviser & Broker
Oliver Stansfield/Jonathan Evans Tel: +44 (0)20 3463 5000
About Blencowe
Blencowe Resources Plc was incorporated in England and Wales on
18 September 2017 to undertake the acquisition of a target company
or business. On 18 April 2019 the Company was admitted to the
standard listing segment of the Official List and to trading on the
London Stock Exchange's Main Market. .
On 13 May 2019 the Company announced that the Company had
entered into a heads of agreement with Consolidated Africa Limited
(" Consolidated Africa ") and New Energy Minerals Africa Pty Ltd ("
New Energy ") relating to the assignment of a binding option to
acquire 100 per cent. of the share capital of Consolidated African
Resources (Uganda) Ltd (" CARU "), a subsidiary of Consolidated
Africa (the " Acquisition "), by way of a reverse takeover under
the Listing Rules. The Ordinary Shares of the Company were,
accordingly, suspended from trading pending publication of a
prospectus in relation to the Acquisition.
On 28 October 2019 the Company entered into a binding share
purchase agreement, subject to the completion of the Placing, in
respect of the Acquisition. The aggregate consideration payable to
Consolidated Africa and New Energy is the allotment and issue of
33,333,333 Ordinary Shares of the Company at a price of GBP0.06 per
Ordinary Share.
CARU is the owner of the Orom Graphite Project in northern
Uganda. CARU has a substantial ground position in, and extensive
technical information on the Orom Graphite Project, and has
recently been awarded a mining licence granted over the project
area. Both the recent and historic drilling results inform the view
of CARU, shared by the Company, that the Orom Graphite Project
could emerge as a top tier global graphite mine with potential to
return substantial gains for new and existing Shareholders.
On completion of the Acquisition, the objective of the Company
will be to expedite the development of the Orom Graphite Project.
Initial work will include:
(i) in-fill programme to JORC Standard Resource;
(ii) metallurgical test work, and various end-products that can be delivered to market; and
(iii) commencement of feasibility study on initial 10-year mine
life, including all mining, plant, infrastructure and
logistics.
The principal aims of the above work programme are to gain
further geological information to understand the potential, verify
the graphite grade and continuity, and further understand the
mineralogy within the most prospective parts of the Orom Graphite
Project
The Acquisition is in line with the Company's strategy of
identifying an acquisition target in the natural resources sector.
The Acquisition will constitute a Reverse Takeover under the
Listing Rules because of the size of CARU in relation to that of
the Company and the fact that it will give rise to a fundamental
change to the business and voting control of the Company resulting
in the Company becoming an operating company. The Company indicated
in its original Prospectus issued in April 2019, that it would seek
Shareholder approval for a Reverse Takeover. Accordingly, an Annual
General Meeting of the Company is being convened at which
resolutions will be proposed, inter alia, to approve the
Acquisition, the issue and allotment of the Acquisition Shares and
the Option Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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contact rns@lseg.com or visit www.rns.com.
END
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