TIDMRLH
RNS Number : 3579N
Red Leopard Holdings PLC
06 September 2013
Red Leopard Holdings Plc
("Red Leopard" or the "Company")
Proposed Acquisition, Placing of New Ordinary Shares
and publication of Admission Document
Red Leopard is pleased to announce, in keeping with its
investing policy, the proposed acquisition of Red Leopard Mining
Inc (the "Acquisition"), the placing of new ordinary shares (the
"Placing") and the publication of an Admission Document convening a
general meeting.
Acquisition
The Directors are pleased to announce it has conditionally
agreed to acquire the entire issued share capital of Red Leopard
Mining Inc ("RLM") for GBP600,000. The consideration is to be
satisfied, subject to approval at the General Meeting, by the issue
of 33,333,333 new ordinary shares at a price of 1.8p per share.
RLM was established in 2013 as a special purpose vehicle into
which 205 unencumbered claims (the "Claims") were transferred by
Polaris Resources Inc, a wholly owned subsidiary of Quest Minerals
Corporation (the "Vendor").
The Claims are located in the vicinity of Shoshone County,
Idaho, USA, commonly referred to as "Silver Valley". This area is
well known as the premier silver district in North America, with
total production to date of around 1.2 billion ounces. Most of the
Claims lie within the Panhandle National Forest and upon Bureau of
Land Management land.
The Claims cover a total land area of approximately 1,435
hectares the equivalent to 3,546 acres. The Coeur d'Alene mining
district is approximately 77,700 hectares or 192,000 acres and has
produced approximately 38 billion grams of silver and substantial
lead, zinc, copper and gold. A full list of the Claims can be found
in the CPR included in the Admission Document.
The Claims are situated adjacent to two former major producing
mines, the Hercules and the Interstate Mines, each now owned by
Hecla Mining Company Inc. ("Hecla"), one of the largest silver
producers in the US. The Hercules mine discovered in the early
1900's became a primary mine for Day Mines Inc. ("Day Mines"). Day
Mines was merged into Hecla Mining Company in 1981. The Interstate
Mine was the initial primary mine for Callahan Mining Corporation.
Callahan Mining was acquired by Coeur d'Alene Mines in 1991.
RLM has not generated any profits since its incorporation
earlier this year and the Claims are listed in its balance sheet
with a value of $33,465.
Placing and Issue of Equity
The Company has conditionally placed 70,000,000 new ordinary
shares at 0.5p per share ("Issue Price") to raise GBP350,000. The
proceeds will be used to commence the exploration of the Claims and
to provide working capital to the Group.
As the Issue Price is below the Company's shares current nominal
value of 1p it is proposed that the Company performs a subdivision
in order to reduce the nominal value of the ordinary shares. It is
proposed that each ordinary share in issue at the Record Date will
be subdivided into ten new ordinary share of GBP0.001 (0.1 pence)
in the capital of the Company. Following and subject to approval of
this Subdivision, 9 of the resultant new ordinary shares from each
ordinary share will be reclassified as deferred shares, ranking
pari passu with the existing deferred shares.
In addition to the shares to be issued pursuant to the Placing
the Company is proposing to issue and allot a further 13,166,600
new ordinary shares in aggregate to, directors, John May and Simon
Michaels and proposed director, Stuart Adam. The existing Directors
have accrued aggregate gross directors' salaries and fees to 31
August 2013 of GBP91,666 which they will use to subscribe for
shares, with the payment of subscription monies satisfied following
payment of such accrued fees. These shares will be issued on the
basis of 1 new ordinary share for each 0.5 pence of fees owed.
Stuart Adam will, on the same basis, subscribe for 4,000,000 new
ordinary shares using the proceeds of the GBP20,000 owed to him by
the Company for professional advice.
Under the AIM Rules the issue of shares to the Directors and
Stuart Adam, a Proposed Director, as detailed above, are each
deemed to be a related party transaction, respectively, for the
purposes of AIM Rule 13.
Both John May and Simon Michaels, by virtue of the issuance of
such shares subscribed for, are deemed to be conflicted for the
purposes of these Related Party Transactions and thus there are no
independent directors available to provide the necessary fair and
reasonable statements required for the purposes of AIM Rule 13.
Northland, in its capacity as the Company's nominated adviser,
considers that the terms of the Related Party Transactions to be
fair and reasonable insofar as the Shareholders are concerned and
accordingly, the Board recommends that the independent shareholders
(being the Shareholders with the exception of John May, Simon
Michaels and Stuart Adam) vote in favour of Resolution 4 being
proposed at the General Meeting.
In addition the Company has entered into an agreement with City
& Westminster Corporate Finance LLP ("CWCF") whereby the
Company agrees to pay CWCF a commission of 6 per cent. for any
subscribers it procures in respect of the Placing. As detailed in
paragraph 9 of Part V of the Admission Document, CWCF has
subscribed for GBP20,000 of interest free convertible loan notes in
lieu of fees due from the Company in respect of such corporate
advisory services. John May is Managing Partner of CWCF and, as
such, the arrangements with CWCF are deemed a related party for the
purposes of the AIM Rules. Simon Michaels, being an independent
director in respect of the transaction, having consulted with
Northland, in its capacity as nominated adviser, considers that the
terms of the transaction are fair and reasonable in so far as the
shareholders are concerned.
All of the above issues of equity will be subject to the passing
of certain resolutions at the General Meeting.
Assuming all resolutions are passed the Company will have
224,954,062 ordinary shares of 0.1p in issue following
Admission.
Publication of Admission Document and Notice of General
Meeting
Under the AIM Rules for Companies, the Acquisition will be
treated as a reverse takeover transaction. Accordingly, the Company
has prepared an admission document as is required under the AIM
Rules in the event of a reverse takeover. Furthermore, it is a
requirement of the AIM Rules that the Acquisition is conditional
upon shareholders' approval. A notice convening the general meeting
of the Company is contained in the Admission Document. The General
Meeting will be held at 10am on 24 September 2013 at the offices of
City & Westminster Corporate Finance, 2 Floor, Stanmore House,
29/30 St James' St, London, SW1A 1HB for the purpose of seeking the
Company's shareholders approval for the Acquisition and related
resolutions.
The Admission Document relating to the Acquisition, the Placing,
certain other proposals and Admission has been published today and
is being posted to shareholders and will be available on the
Company's website www.redleopardholdings.com.
Prior to the General Meeting, an application will be made to the
London Stock Exchange for the ordinary share capital of the Company
(as enlarged by the Acquisition and Issues of Equity) admitted to
trading on AIM. Admission of the enlarged issued share capital to
trading on AIM is expected to take place on 25 September 2013
assuming shareholder approval of the relevant resolutions at the
General Meeting.
Director Appointments
Subject to the passing of the resolutions at the general meeting
it is proposed that Stuart James Adam (49) and Howard Mattes Crosby
(60) be appointed to the board as Finance Director and
Non-Executive Director respectively.
Stuart has 25 years of experience as a professionally qualified
accountant across a wide range of financial accounting, reporting,
control and management functions in both public and private
sectors, including several AIM listed companies. He has provided
financial consultancy services to the Company for the last two
years. He is currently a partner in City & Westminster Finance
LLP which is authorised and regulated by the Financial Conduct
Authority, an independent corporate finance and business advisory
firm and corporate adviser on ICAP Securities & Derivatives
Exchange Limited. He is also a Chartered Member of the Chartered
Institute for Securities & Investment.
Howard Crosby graduated from the University of Idaho in 1975. He
has a vast amount of experience in the natural resources sector.
Since 1989, he has been President and Chairman of Crosby
Enterprises, Inc, a consulting firm specialising in the mining
industry. He is currently Senior Vice President and Director of
White Mountain Titanium Corporation, President and Director of
Shoshone Silver/Gold Mines, and an officer and director of
Independence Resources Plc. He was a founder and director of US
Silver &Gold Inc, High Plains Uranium Inc., Western Goldfields
Group Limited, Tomco Energy Plc (AIM listed) and Cadence Resources
Corporation, among others.
Stuart Adam has agreed to act as Executive Finance Director of
the Company pursuant to a letter of appointment pursuant to which
he is entitled to a salary of GBP25,000 per annum. The agreement
may be terminated by either party giving 3 months' written notice.
Stuart currently holds 3,600,000 ordinary shares in the capital of
the Company.
Howard Crosby has agreed to as Non-Executive Director of the
Company pursuant to a letter of appointment pursuant to which he is
entitled to a salary of GBP12,500 per annum. The letter may be
terminated by either party giving 3 months' written notice.
Current and Previous Directorships
Current Directorships Previous Directorships
Stuart Adam Stanmore Resources Luton-Kennedy Ltd
Group Ltd
London & Scottish
Capital Limited
Lionthorn Consultancy
Limited
City & Westminster
Corporate Finance
LLP
Howard Crosby Independence Resources Tomco Energy Plc
Corp Southern Legacy Minerals
Trend Mining Company Inc Seafield Resources
White Mountain Titanium Ltd
Corp International Consolidated
Shoshone Silver Gold Minerals Inc
Mining Silver Verde May
Abot Mining Company Mining Co
Mineral Mountain
Mines Resources Inc
Nevada Comstock Mines
Inc
Crosby Enterprises,
Inc
Cork Investments
Inc
Independence Brewing
Co Reserve Minerals
One
There is no other information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules which is not
already covered in the Admission Document.
Enquiries:
Red Leopard Holdings PLC
John May, Chairman Tel: +44 (0) 207 766
0080
Northland Capital Partners Limited
Luke Cairns / Lauren Kettle Tel: +44 (0) 207 796
8800
This information is provided by RNS
The company news service from the London Stock Exchange
END
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