TIDMRMP
RNS Number : 9559V
Red Emperor Resources NL
20 April 2021
20 April 2021
Red Emperor Resources NL
("Red Emperor" or the "Company")
Proposed Director Appointments and
Notice of Cancellation of Admission to Trading on AIM
Intention to seek Re-Admission to AIM post Completion of the
Proposed Acquisition
Red Emperor (ASX/AIM: RMP) is pleased to announce the proposed
appointments of Mr Allan Mulligan and Mr Robert Mosig, as Proposed
Non-Executive Technical Director and Proposed Non-Executive
Director respectively, and Mr Shane Hibbird as Consulting
Geologist. The Company also advises that it has requested
cancellation of the admission to trading of its ordinary shares on
AIM in order to facilitate implementation of its proposed
acquisition of Great Northern Palladium Pty Ltd ("GNP") which owns
80%, and holds an option over the remaining 20%, of Panton Sill Pty
Ltd, the holder of the Panton Platinum Group Metals ("PGM") Project
(the "Panton PGM Project") in the Kimberley region of Western
Australia (the "Proposed Acquisition").
Proposed Appointments
On completion of the Proposed Acquisition, further details of
which were announced on 25 March 2021, it is currently intended
that Messrs Mulligan and Mosig will be appointed to the Board and
Mr Hibbird will be appointed as Consulting Geologist to the
Company, brief profiles on whom are set out below:
Allan Mulligan, Proposed Non-Executive Technical Director
Allan Mulligan is a mining engineer with over 35 years'
management and production experience in mining operations, mine
start-up and construction that culminated in management roles in
large scale platinum and gold mines.
Allan has specialised in technical assessment and production
economics, feasibility studies, project design and costing of
underground mines and prospects. He has worked extensively in
exploration, mine development and operations across Africa and
Australia. Allan's experience includes 14 years with Lonmin Plc in
a variety of senior and technical mine management roles. He
previously served as a representative of Lonmin Plc on the Board of
Platinum Australia Limited, a previous owner of the Panton PGM
Project.
Robert Mosig, Proposed Non-Executive Director
Robert Mosig is a geologist with over 30 years' experience in
platinum group metals, gold and diamond exploration. His experience
includes exploration using geology, geochemistry, geophysics and
drilling; ore resource drilling and calculation; metallurgical and
engineering evaluation and environmental and economic evaluations;
mining and processing. He was the founding Director of both ASX
listed Helix Resources and Platina Resources Limited and is
currently the CEO of Caeneus Minerals Limited.
Shane Hibbird, Consulting Geologist
Shane Hibbird is a geologist with 30 years' exploration
experience from grass roots exploration through to advanced
resource definition. His experience covers PGMs, gold, base metals,
coal, oil and gas, mineral sands and other industrial minerals
throughout Australia and Asia.
Shane has a strong understanding of the Panton PGM Project,
having previously worked with Platinum Australia Limited where he
oversaw and managed the drill out of the Panton deposit.
Cancellation of Admission to Trading on AIM
As set out in the Company's announcement of 25 March 2021, the
Company has been evaluating structuring options with its Nominated
Adviser from a UK perspective and in light of certain differences
between the requirements of the ASX Listing Rules and the AIM Rules
for Companies ("AIM Rules") and the general chronology, processes
and requirements of the two stock exchanges, the Board considers it
to be in the best interests of Red Emperor and its shareholders as
a whole to seek cancellation of the admission to trading of the
Company's ordinary shares on AIM (the "Cancellation") in order to
facilitate and ensure the timely implementation of the Proposed
Acquisition and associated fundraising in Australia on the ASX, on
the commercial terms and timeframe agreed with the major
shareholders of GNP. It is currently intended that re-admission to
trading on AIM for the enlarged entity will then be sought as soon
as practicable (targeting July 2021) following successful
completion of the Proposed Acquisition and capital raising on the
ASX in order to restore the enlarged entity's dual listing at the
earliest opportunity.
The Company has engaged UK advisers, who are actively
progressing the requisite workstreams and preparation of an AIM
Admission Document in respect of the planned re-admission of the
enlarged group to trading on AIM.
Accordingly, pursuant to Rule 41 of the AIM Rules, the Company,
by way of its nominated adviser, has informed the London Stock
Exchange of its preferred date for the intended Cancellation.
The listing of Red Emperor's securities on the ASX will continue
and is not affected by the Cancellation, however the ordinary
shares will remain suspended from trading on the ASX until the
Company has re-complied with Chapters 1 and 2 of the ASX Listing
Rules and the Proposed Acquisition has been completed.
The principal effects that the Cancellation will have on UK
shareholders are as follows:
-- Red Emperor's ordinary shares will no longer be traded on
AIM, and it is expected that trading on AIM will remain suspended
until the Cancellation;
-- the Company's ordinary shares and Depositary Interests
("DIs") will remain freely transferable following the
Cancellation;
-- the regulatory and financial reporting regime, including but
not limited to the AIM Rules, the corporate governance requirements
for companies trading on AIM and the EU Market Abuse Regulation
(applicable to companies whose shares are admitted to trading on
AIM), will no longer apply, but the regulatory framework of the
ASX, including its corporate governance requirements, and
Australian company law will still apply;
-- shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events, including substantial transactions, financing transactions
and related party transactions, and the requirement to obtain
shareholder approval for certain transactions where applicable,
such as reverse takeovers and fundamental changes in the Company's
business, albeit similar protection may be afforded pursuant to the
ASX Listing Rules and Australian company law/the Corporations
Act;
-- Strand Hanson Limited will cease to act as nominated adviser
to the Company, albeit continuing to act as financial adviser in
respect of the Proposed Acquisition and planned re-admission of the
enlarged entity as soon as practicable (targeting July 2021)
following successful completion of the Proposed Acquisition and
capital raising on the ASX; and
-- the Cancellation might have either positive or negative
taxation consequences for shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent tax advisers.
The above considerations are non-exhaustive and shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Depositary Interest facility
The Company's existing Depositary Interest facility in the UK
will not be terminated, but rather will remain open. DI holders
can, if they wish, request to withdraw their DIs from the facility
and have shares issued to them (or the underlying beneficial owner)
on the Australian share register. Such shares would then be
tradeable on the ASX once the current suspension is lifted.
If DI holders have any questions about the process to withdraw
DIs from CREST they can contact the DI Depositary, Computershare
Investor Services PLC, on +44 (0) 370 889 3129.
Notification of the intended Cancellation
Under AIM Rule 41, the Company is required to notify the
intended Cancellation and separately inform the London Stock
Exchange of its preferred Cancellation date at least twenty
business days prior to such date. Accordingly, the timetable for
the Cancellation is set out below:
-- 20 April 2021: notice provided and commencement of twenty
business day period under AIM Rule 41
-- 18 May 2021: last day of admission to trading on AIM
-- 19 May 2021 (7.00 a.m. London time): Cancellation of the
admission of Red Emperor's ordinary shares to trading on AIM
becomes effective
In accordance with the guidance notes to AIM Rule 41,
shareholder consent in a general meeting of the Company, which
would otherwise be required pursuant to AIM Rule 41, is not
required as the Company is maintaining its listing on ASX, being an
AIM Designated Market as defined in the AIM Rules.
There can be no guarantee that the Company will be able to
complete the Proposed Acquisition or any alternative transaction
and consequently be re-admitted to trading on AIM.
Commenting today, Greg Bandy, Managing Director of Red Emperor,
said:
"We look forward to progressing and completing our Proposed
Acquisition and welcoming Allan and Robert to the Board and Shane
as a Consultant to the Company. The delisting from AIM will serve
to facilitate and ensure the timely completion of this process on
the ASX with the planned re-admission of the enlarged group to AIM
to restore the dual listing to be sought as soon as practicable
thereafter."
For further information, please visit
www.redemperorresources.com or contact :
Red Emperor Resources NL +61 8 9212 0102
Greg Bandy
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris
Brandon Hill Capital (UK Broker) +44 (0) 203 463 5010
708 Capital Pty Ltd (Australian Broker) +61 (0) 2 9112 2500
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European (Withdrawal)
Act 2018.
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END
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