AIM Schedule 1 update - Hunter Resources Plc (1522L)
02 7월 2014 - 1:24AM
UK Regulatory
TIDMHUN
RNS Number : 1522L
AIM
01 July 2014
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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Hunter Resources plc ("Hunter" or the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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33-37 Athol Street
Douglas
Isle of Man
IM1 1LB
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COUNTRY OF INCORPORATION:
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Isle of Man
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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http://www.hunter-resources.com/
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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It is intending to acquire 100% of Gold Hunter S.A.C. ("Gold
Hunter"), a mining exploration company that has been formed
to explore for metals (primarily gold and silver) in Peru.
Gold Hunter has secured an interest in the Pampamali project
(the "Project"), which consists of 8 exploration concessions
with a total area of approximately 3,500 hectares located in
central Peru, which will become the Company's main country
of operation.
.
Gold Hunter will be able to farm in to the Pampamali project
in return for a combination of cash payments to the existing
owners of the Project as well as making additional investment
in exploration activities on the project concessions, whereby
over time an economic interest of up to 80 per cent. (by way
of exercising options at pre-agreed prices) can be acquired
in 3 annual stages. The exploration activity will be undertaken
by Gold Hunter. Under the terms of the agreement with the vendors,
Gold Hunter has the right to withdraw at any time without penalty
prior to the end of the third phase of the farm in.
The Company proposes to use the net funds raised through a
placing and subscription to carry out initial exploration works
on the Project, for working capital purposes and, subject to
suitable exploration results, to exercise the option to purchase
a 20 per cent. stake in the Pampamali project.
The acquisition of Gold Hunter constitutes a Reverse Take-over
under AIM Rule 14 and is conditional, inter alia on shareholders
approving the resolutions being set at the Company's Extraordinary
General Meeting on 30 June 2014.
The Company's shares will be admitted to trading on AIM, subject
to the following conditions, pursuant to AIM Rule 9:
* If within 12 months of Admission the Company does not
exercise the option to purchase a 20% stake in the
Pampamali project (the "20% Option"), then it must
have completed an equity fundraise of not less than
GBP3m since Admission or else it may be suspended for
breach of AIM Rule 9 conditions.
* Should the Company exercise the 20% Option, but does
not exercise the option to purchase a further 31%
stake in the Pampamali project (the "31% Option")
within 12 months of exercising the 20% Option, then
it must have completed an equity fundraise of not
less than GBP3m since Admission (or else it may be
suspended for breach of AIM Rule 9 conditions.
* The Company has the right to withdraw from the Joint
Venture Agreement to develop the Pampamali project,
without penalty, at any time up to 12 months from the
exercise of the 31% Option. Should the Company
exercise this right, then it must have completed an
equity fundraise of not less than GBP3m since
Admission or else it may be suspended for breach of
AIM Rule 9 conditions.
* Should the Company's securities be suspended as
referred to above (and the Company is not restored
within six months by satisfying the relevant
outstanding conditions), the Company's shares will be
cancelled from trading on AIM.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
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Ordinary shares of 1p each at an expected issue price of 1.5p
per ordinary share (issue price to be confirmed)
There are no restrictions on the transfer of securities.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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Funds to be raised on admission: GBP925,000
Anticipated market capitalisation on Admission: GBP1,991,676
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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43.6%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES
(INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
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N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
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Directors:
Simon Dennis Hunt - Executive Chairman
David Anthony Paull - Non-Executive Director
John Frederick Molyneux - Non-Executive Director
Proposed Director:
Andrew Lehane Richards - Non-Executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
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Before admission:
Name Percentage of existing issued
share capital (%)
Marine Investments (WA) Pty
Limited* 29.48
Hatfield Nominees Pty Limited 7.99
RAB Capital 6.76
James Weaver 5.7
Faris Cassim 5.3
Howard Spooner 5.3
*includes 2,000,000 shares held by Diana Lalor and 1,000,000
shares held by Peter Lalor and 600,000 shares held by Blackwood
Consolidated Pty Limited. Marine Investments (WA) Pty and Blackwood
Consolidated Pty Limited are both controlled by Peter Lalor.
Diana Lalor is Peter Lalor's wife. (Share numbers pre-1:10
consolidation)
After admission:
Marine Investments (WA) Pty Limited* 25.11%
John Molyneux** 16.95%
Hatfield Nominees Pty Limited 3.77%
*includes 866,667 shares held by Diana Lalor and 160,000 shares
held by Peter Lalor and 60,000 shares held by Blackwood Consolidated
Pty Limited. Marine Investments (WA) Pty and Blackwood Consolidated
Pty Limited are both controlled by Peter Lalor. Diana Lalor
is Peter Lalor's wife
** includes funds held by a pension fund which Mr Molyneux
is the beneficiary
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) 31 December 2013
(iii) 30 September 2014 (interim report for the six months
ended 30 June 2014)
30 June 2015 (annual report for the twelve months ending 31
December 2014)
30 September 2015 (interim report for the six months ended
30 June 2015)
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EXPECTED ADMISSION DATE:
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4 July 2014
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Allenby Capital Limited
3 St. Helen's Place
London
EC3A 6AB
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NAME AND ADDRESS OF BROKER:
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Allenby Capital Limited
3 St. Helen's Place
London
EC3A 6AB
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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The Admission Document which contains full details about the
applicant and the admission of its securities is available
from the Company's website at http://www.hunter-resources.com/.
An update will subsequently be provided via RNS following the
Company's fundraising.
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DATE OF NOTIFICATION:
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1 July 2014
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NEW/ UPDATE:
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Update
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This information is provided by RNS
The company news service from the London Stock Exchange
END
AIMSSFFMFFLSEEW
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