CPN Crucial Plan

    RNS Number : 4788B
  Crucial Plan plc
  15 August 2008
   
                                                                              Crucial Plan Plc
    ("Crucial Plan" or the "Company") 

    Proposed Disposal of The Borrowdale Gates Hotel and approval of Investing Strategy

    Further to the announcement of the Company released on Wednesday, 6 August, Crucial Plan announces that it has today issued a circular
to shareholders (the "Circular") convening an extraordinary general meeting of the Company to be held at the offices of Faegre & Benson LLP,
7 Pilgrim Street, London EC4V 6LB at 11.00 a.m. on 1 September 2008 (the "EGM").  At the EGM, resolutions will be proposed to:

    *     approve the disposal by the Company of its only assets, The Borrowdale Gates Hotel (the "Hotel"), together with fixtures and
fittings, through the disposal of the business and assets of its wholly owned subsidiary, Green Symbol Limited, to Colin and Joy Yvonne
Harrison ("the "Disposal") pursuant to a business and property sale and purchase agreement (the "Agreement") for an aggregate cash
consideration of �1,700,000 (subject to adjustment in accordance with the terms of the Agreement"); and

    *     to approve the proposed investing strategy (the "Investing Strategy") in the terms outlined below.

    Upon approval of the Disposal by shareholders and the subsequent Disposal, the Company will have divested all of its trading business
activities and, pursuant to the AIM Rules for Companies ("AIM Rules"), will be treated as an investing company. The Circular contains the
information required by the AIM Rules and includes details of the Investing Strategy.

    Under the AIM Rules, the Company will have to make an acquisition or acquisitions which constitute a reverse takeover within twelve
months of the EGM.

    Disposal
    Based on the Company's current trading, the Company is no longer able to service the debts associated with the Hotel through the revenue
generated by it. The Directors therefore no longer believe that it is in the best interests of the Company and its shareholders as a whole
to continue with the Company's original business strategy of acquiring and managing hotels. In line with this, and in line with the proposed
Investing Strategy, the Directors consider that the appropriate course of action is to dispose of the Hotel and repay the debt associated
with it.
    Pursuant to the terms of the Agreement, assuming that the Company's shareholders approve the Disposal at the EGM, it is anticipated that
completion of the Disposal will occur on or around 2 September 2008. On completion of the Disposal, the Company will receive estimated net
proceeds of �1,630,000.   These funds will be used to satisfy an estimated �1,270,000 outstanding secured loan amount, in full, in favour of
NatWest Plc, and as to the balance to satisfy, in part, amounts outstanding pursuant to a secured loan in favour of Urgel Ltd (the "Urgel
Loan").
    The Company has secured sufficient funding commitment, some of which is conditional on completion of the Disposal, to enable it to repay
the balance of the amounts owing to Urgel Ltd pursuant to the Urgel Loan. This will result in the Company having no secured creditors.
Further details relating to this funding and in relation to the outstanding creditor position of the Company are contained in the Circular.

    Investing Strategy

    After careful consideration the Board has determined that the Investing Strategy will be:

    *     to acquire either (i) a controlling interest in, or the entire share capital of, a trading company involved primarily in the
minerals, precious metals and/or resources sectors which will be capable of significant organic growth; or (ii) the business and/or assets
of such a company;

    *     to focus its acquisition strategy on a number of areas including North and South America, China, Africa and Australia. However,
given the nature of the sectors which the Company will focus on, the Directors will consider opportunities in other geographic locations
should any such opportunities arise;

    *     to undertake a significant acquisition which constitutes a reverse takeover under the AIM Rules within 12 months of the EGM,
failing which the Company will return any funds it holds to its shareholders by way of dividend;

    *     to undertake only one or two key acquisitions in the next twelve months;

    *     to satisfy the consideration for any such acquisition by (i) the issue of new Ordinary Shares to the relevant vendors; (ii) cash
raised pursuant to the issue of new Ordinary Shares in conjunction with such acquisition; (iii) cash made available through the securing of
new debt facilities; and/or (iv) a combination of (i), (ii) and (iii); and

    *     if it chooses to invest by way of a share acquisition, Crucial Plan intends to take, as a minimum, a controlling interest in any
company whose shares it acquires and will be active in the way it manages such investment.

    Acquisition targets will be subject to the scrutiny of the existing Directors, all of whom either have experience in those sectors or in
raising capital for companies. Their experience can be summarised as follows:

    *     John Liwosz has experience as a senior executive in both private and public companies with specific experience recently in the oil
and gas, precious metals and resources sector.  He has recently been re-appointed as a director of AIM quoted natural resource company
MinMet plc;

    *     Michael Neville has experience of being on the board in the roles of chairman and chief executive officer for a number of private
and public companies including those in the precious metal and oil and gas sectors. He has recently been re-appointed to the board of AIM
quoted natural resource company MinMet plc in the role of chairman; and

    *     Rafael Scolari is a senior investment banker with specific working experience in the oil and gas sector.

    In reviewing investment opportunities the Board will take guidance from market recognised competent persons who are experts in
particular and specific sectors. Further, relevant legal and financial due diligence will be carried out by suitably qualified advisers to
determine the efficacy, feasibility and risks associated with any potential acquisition or investment.

    In the short term, the Company will seek to raise a small amount of capital to settle amounts owing to unsecured creditors and to cover
any ongoing costs of legal, financial and specialist market advice, whilst the Directors will continue to defer their fees in line with the
previous 12 months. Based on the Board's current expectations in respect of the Company's ability to raise capital and subject to the
Disposal and the Investing Strategy being approved, the Director's believe that the Company can exist for at least 12 months following the
EGM before making an investment or having to return funds, if any, to its shareholders.

    If the Disposal and the Investing Strategy are not approved at the EGM, the Board proposes to proceed with a voluntary liquidation of
the Company.

    The Circular containing further details of the Disposal, the Investing Strategy and the EGM together with a notice of the EGM are
available on the Company's website, www.crucialplanplc.com. 


    For further information, please contact:

 John Liwosz              Crucial Plan plc     07720 032484

 David Youngman/Dan Bate  WH Ireland Limited  0161 832 2174



This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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