TIDMMVC
RNS Number : 3036B
Medavinci PLC
16 February 2011
MedaVinci plc
("MedaVinci" or the "Company")
Proposed Acquisition of outstanding interest in Orogen Gold
Limited
Proposed change of strategy
Proposed change of name to Orogen Gold plc
Notice of General Meeting
Medavinci plc is pleased to announce the following:
-- The proposed acquisition of the remaining 51 per cent. of
Orogen Gold Limited that the Company does not already own;
-- Proposed change of name to Orogen Gold Plc (ORE.L);
-- Appointment of John Barry, Ed Slowey and Alan Mooney,
directors of Orogen Gold Limited, to the Board; and
-- Fundamental change of business to that of being an explorer,
appraiser and developer of gold deposits in Europe.
Adam Reynolds, Chairman of Medavinci Plc, commented:
"I am delighted to announce the acquisition of the remaining 51
per cent. of Orogen Gold Limited and welcome John Barry, Ed Slowey
and Alan Mooney to the Board. We have a very exciting gold project
in Deli Jovan which I believe will significantly enhance
shareholder value and additionally we are reviewing a number of
other mineral exploration opportunities in Europe and Asia that are
at varying stages of advancement. It is our intention to build a
significant exploration business over the coming years."
Following the Acquisition, Orogen Gold will become the Company's
main trading subsidiary and the Company will move from being an
investing company to a holding company whose main activities (via
its subsidiaries) will consist of exploring, appraising, and
developing gold deposits in Europe. Under the AIM Rules the
Acquisition will give rise to a fundamental change of the Company's
business and of the Board's composition and as such the Acquisition
will constitute a "reverse takeover". The exercise of the Option is
therefore conditional, inter alia, on obtaining prior Shareholder
approval and the publication of an Admission Document. Shareholder
approval is to be sought at the General Meeting, to be held at
11.00 a.m. on 4 March 2011 at 4 Park Place, London SW1A 1LP.
For further information, please contact:
MedaVinci plc Tel: +44 (0) 207 245 1100
Adam Reynolds
Paul Foulger
Zeus Capital Limited Tel: +44 (0) 161 831 1512
Nominated Adviser and Joint Broker
Ross Andrews
Tom Rowley
XCAP Securities Plc Tel: +44 (0) 207 101 7070
Joint Broker
John Grant / Karen Kelly / Tim
Burge
Hansard Group Tel: +44 (0) 207 245 1100
Media Contacts
Nick Nelson / Guy McDougall
Below are extracts from the Admission Document which will be
sent to shareholders today. The full Admission Document will be
available on the Company's website: www.medavinciplc.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2011
Admission document publication date 16 February
Latest time and date for receipt of Forms 11.00 a.m. on 2 March
of Proxy
Time and date of General Meeting 11.00 a.m. on 4 March
Completion of the Acquisition, Admission 8.00 a.m. on 7 March
and commencement of dealings in the Enlarged
Share Capital
Change of Name to become effective 7 March
Notes:
1. References to time in this announcement are to London time.
lf any of the above times or dates should change, the revised times
and/or dates will be notified to Shareholders by anannouncement on
an RIS.
2. The timing of events in the above timetable is indicative
only.
KEY STATISTICS
Existing Share Capital
Total number of Existing Ordinary Shares 1,353,660,817
Number of Deferred Shares in issue 73,599,817
Acquisition
Consideration Shares 315,351,636
Upon Admission
Total number of Ordinary Shares in issue immediately
following Admission 1,669,012,453
Market capitalisation of the Company following GBP15,855,618
Admission*
AIM trading symbol following Admission ORE.L
*Based on the middle market price of 0.95p per Ordinary Share
at the close of business on 15 February 2011.
1. Introduction
As announced on 9 August 2010, the Company entered into the
Investment Agreement pursuant to which it acquired 49 per cent. of
the issued share capital of Orogen Gold, a company formed in April
2010 to explore, appraise and develop one or more gold deposits in
Europe, with an initial focus on the Deli Jovan Gold Project in
Serbia. Under the terms of the Investment Agreement, the Company
had an option to acquire the remaining 51 per cent. of the issued
share capital of Orogen Gold within 12 months.
The Company has today, subject, inter alia, to Shareholder
approval, exercised the Option for a consideration of GBP3 million,
to be satisfied by the issue of 315,351,636 new Ordinary Shares. If
the Option is exercised, Orogen Gold will become the Company's main
trading subsidiary and the Company will move from being an
investing company to a holding company whose main activities (via
its subsidiaries) consist of exploring, appraising, and developing
gold deposits in Europe. Under the AIM Rules the Acquisition will
give rise to a fundamental change of the Company's business and of
the Board's composition and as such the Acquisition will constitute
a "reverse takeover". The exercise of the Option is therefore
conditional, inter alia, on obtaining prior Shareholder approval
and the publication of an Admission Document.
Shareholder approval is to be sought at the General Meeting.
The exercise of the Option is a related party transaction under
the AIM Rules as Michael Nolan, a Director, is also one of the
Vendors.
Upon Admission, John Barry, Edward Slowey and Alan Mooney,
directors of Orogen Gold, will immediately join the Board as
non-executive Chairman, Chief Executive Officer and Finance
Director respectively and the name of the Company will be changed
to Orogen Gold Plc. Adam Reynolds will remain on the Board as a
non-executive Director and Paul Foulger, Glyn Hirsch and Michael
Hough will stand down from the Board with effect from
Admission.
A General Meeting of the Company has been convened for 11.00
a.m. on 4 March 2011 at 4 Park Place, London SW1A 1LP at which the
Resolutions will be proposed.
2. Rationale for the Acquisition of Orogen Gold
On 9 August 2010, the Board announced a change in investing
strategy to allow the Company to invest in companies involved in
mineral exploration and production within Europe. The Board also
announced that the Company had entered into the Investment
Agreement to acquire 49 per cent. of the issued share capital of
Orogen Gold. At the same time the Company raised GBP842,000, before
expenses, by way of a placing of new Ordinary Shares at 0.2p per
share. In December 2010, the Company raised a further GBP1.5
million, before expenses, by way of a placing of new Ordinary
Shares at 0.4p per share.
Subsequent to the initial investment, an independent consultant,
SRK Consulting, was engaged to provide advice on the re-opening of
the old mines at Rusman and Gindusa at Deli Jovan (with re-opening
for exploration access planned for February 2011), and input on the
economic parameters for development of a future gold mine. SRK
Consulting's report stated: "SRK Consulting considers it likely
that a small scale mining operation can be established and
sustained at Deli Jovan using handheld pneumatic drilling
equipment. The current constraints on operations are the unknown
processing recovery and the limited information on the continuation
of the ore zone outside the known working areas. The target of
30,000 ounces per annum as set by Deli Jovan Exploration d.o.o
("DE") could be achieved, on the condition that the historically
reported widths and grades can be substantiated by the DE
exploration programme."
In Part III of the Admission Document is a report dated 16
February 2011 by SLR Consultancy (Technical Adviser to Zeus
Capital) on the Deli Jovan Gold Project. A summary of their report
is set out in paragraph 5 below.
The Board and the Proposed Directors believe that the completion
of the Acquisition, which will change the strategy of the Company
from being an investing company to a holding company whose main
activities (via its subsidiaries) consist of exploring, appraising,
and developing gold deposits in Europe, represents an exciting
opportunity for the Company with the potential to significantly
enhance shareholder value.
3. Background on Orogen Gold
Orogen Gold is an Irish company incorporated, in April 2010, for
the purpose of holding investments in companies involved in mineral
exploration and related activities and is seeking to explore,
appraise and develop one or more gold deposits in Europe. Its
initial focus is on the Deli Jovan Gold Project, a 69 sq km permit
area in eastern Serbia covering two shallow underground gold mines
that were last in production in the 1930's, where Orogen Gold is
party to the Earn-in Agreement. Orogen Gold is also reviewing a
number of other mineral exploration opportunities in Europe and
Asia that are at varying stages of advancement.
The directors and founders of Orogen Gold, John Barry, Edward
Slowey, Alan Mooney and Michael Nolan, all have significant
geological and corporate expertise gained by working on mineral
exploration and production projects worldwide and are connected to
an international network of senior advisors in exploration, mining,
commercial operations and financing. Through these contacts, the
Board and the Proposed Directors believe that Orogen Gold will have
access to a pipe-line of gold project exploration and development
opportunities in Europe. Upon Admission, John Barry, Edward Slowey
and Alan Mooney will also join the Board and further details on
their experience are contained in paragraph 11 below. With effect
from Admission, Adam Reynolds will remain on the Board as a
non-executive Director and Paul Foulger, Glyn Hirsch and Michael
Hough will stand down from the Board.
4. The Deli Jovan Gold Project
The Deli Jovan Gold Project comprises a permit area of 69 sq km
in eastern Serbia covering two shallow underground gold mines that
were last in production in the 1930's. Serbia is a European Union
Applicant and foreign investors may acquire concession rights on
natural resources. A number of international exploration companies
are currently active in Serbia including Rio Tinto, Freeport
McMoRan and Reservoir Capital Corporation, a TSX listed
company.
Under the Earn-in Agreement Orogen Gold has the right to an
initial interest of 55 per cent. in the Deli Jovan Gold Project
through DJE if it spends a minimum of C$1.5 million on exploration
by 23 June 2012 and a further interest of 20 per cent. will be
obtained upon an additional spend of C$2.0 million by 23 December
2013, giving Orogen Gold an aggregate interest in 75 per cent. of
the Deli Jovan Gold Project. The initial objective of the detailed
and phased Exploration Programme is to demonstrate an initial
100,000 oz inferred gold resource at the Rusman and Gindusa Mines
at Deli Jovan which is envisaged to be sufficient to underpin two
to three years of mine production. DJE holds the Exploration Permit
on behalf of Orogen Gold and Reservoir under the terms of the
Earn-in Agreement.
In December 2010, DJE contracted SRK Consulting, an
international consulting company specialising in mining, to
undertake a high level independent review of the Deli Jovan gold
project, focussed on the planned re-opening of the historic gold
mines at Rusman and Gindusa, including health and safety aspects,
mine development options, ore processing routes and preliminary
economic considerations. On 18 January 2011, SRK Consulting
reported as follows: "SRK considers it likely that a small scale
mining operation can be established and sustained at Deli Jovan
using handheld pneumatic drilling equipment. The current
constraints on operations are the unknown processing recovery and
the limited information on the continuation of the ore zone outside
the known working areas. The target of 30,000 ounces per annum as
set by Deli Jovan Exploration d.o.o could be achieved, on the
condition that the historically reported widths and grades can be
substantiated by the Deli Jovan Exploration d.o.o exploration
programme."
A plan for the re-opening of access to the historic mines was
prepared and submitted to the Serbian Ministry of Mining and Energy
at the end of December 2010. Once the required approvals have been
received, which are expected shortly, DJE proposes to appoint a
local contractor to commence the rehabilitation of the old mine
workings which will facilitate detailed mapping and sampling of the
workings. The planned DJE underground and surface exploration
programme is aimed at demonstrating the continuity and grade of the
Deli Jovan mineralisation and obtaining samples for ore processing
recovery test work, which will feed into planning for the
re-development of this historic gold mining district.
The initial stage Phase I Exploration Programme will comprise
surface trenching, re-opening and re-sampling three underground
levels at the Rusman and Gindusa Mines and may also include some
diamond drilling. This phase will also include reconnaissance
exploration along the eight kilometre trend which includes gold
prospects at Perina Cuka and Seliste. The first stage Phase 1 works
will cost approximately GBP600 000 (C$950,000) and are expected to
take 12 months having commenced in November 2010. The second stage
Phase I exploration programme will involve driving new underground
development with detailed channel sampling intended to confirm
lateral continuity of mineralisation. More systematic diamond
drilling from the surface, which is intended to confirm further
lateral and depth continuity of the mineralised structures, is
expected to cost approximately GBP1.1 million (C$1.74 million) and
to take a further 9 months, commencing in November 2011.
In December 2010, the Company successfully raised GBP1.5
million, before expenses. The net proceeds of this placing,
together with the existing resources of the Company, will be used
to fund both stages of the Company's Phase I Exploration Programme.
Although the Directors and Proposed Directors believe that the
Company will have sufficient resources to fund both stages of the
Phase I Exploration Programme at Deli Jovan, if the Company decides
to proceed with the Phase II Exploration Programme the Company will
need to raise further funds.
Contingent on success in Phase I and the raising of additional
funds, a Phase II Exploration Programme will commence which will
include diamond drilling and new underground development and
sampling to determine whether there are sufficient gold resources
to support an initial two to three years of production.
It is estimated that Phase II will cost GBP1.25 million (C$1.97
million) and will take 12 months. Once in production the intention
is to fund the blocking out of new resources from cashflow and this
will involve extending underground headings to determine grade and
drilling to establish continuity in the lodes.
Subsequently, and outside the immediate areas of the old mines,
drill targets will be identified with the aim of making new
discoveries within the area covered by the Exploration Permit. The
Company's medium term strategy is to develop Deli Jovan as a
revenue generating project which will provide a base to expand into
other gold project exploration development opportunities in Europe
and further east.
5. Competent Person's Report
In Part III of the Admission Document is a report dated 16
February 2011 by SLR Consulting on the Deli Jovan Gold Project. A
summary of their report is set out below although Shareholders are
advised to read the whole
report. SLR Consulting state that:
"Prior to World War II there was extensive gold lode mining down
to a shallow depth of 100m at the Gindusa and Rusman mines on the
Deli Jovan permit. There are no existing gold production records
but judging by the volume and gold grade required to make the mines
profitable an unverifiable mention in historical reports that 20
tonnes of gold (625 000 ounces) may have been produced from mines
in the area is credible to the author. Since mining ceased at Deli
Jovan in 1938 political and economic conditions did not favour
narrow lode gold mining in Serbia and the region remained
underexplored until conditions began to improve in recent years. In
2011, Serbia is a stable democracy with a good infrastructure and a
strong mining tradition to support any prospective mining
development.
Orogen Gold, whose management is experienced and capable in gold
exploration and evaluation, is now initiating a systematic
exploration programme, building on work performed by Reservoir
since 2005 on the project. Orogen Gold has stated that their
exploration "threshold" objective for Deli Jovan is to demonstrate
the potential for a minimum 500,000 ounce gold resource, with scope
for substantial additional resources. Initially, Orogen Gold will
target an Inferred Resource of 100,000 ounces of gold. Their aim is
to develop Mineral Resources that would support two to three years
of production at an annualised production of 30,000 to 40,000
ounces of gold. This is to be achieved through safely re-opening
and detailed mapping and sampling of the old mine workings and
diamond drilling to delineate resources.
There is a high probability that other gold occurrences are
present under soil cover elsewhere on the property, which may be
located by a combination of geological mapping, soil geochemistry
and ground geophysics and would merit investigation by drilling. As
the soil cover in much of the large prospective area appears to be
less than a couple of metres thick, soil geochemical sampling could
well locate new prospects for investigation. There is also scope
for geophysical investigation, especially Induced Polarization (IP)
surveys on selected areas where disseminated pyrite similar to that
occurring in the known gold veins is anticipated, especially in the
vicinity of the old mines and mineral occurrences. Lacking the
capability of diamond drilling the work of previous times had to
rely on finding gold in outcrop or under shallow cover. New
discoveries to be made following improved, modern methods may be as
good as or better than known prospects.
A geological model is proposed, which may be continually
refined, to establish the tectonic setting and
genesis of the gold mineralisation with the objective of
providing guidance for mine discovery."
6. Principal Terms of the Option
Under the Investment Agreement, dated 9 August 2010, the Company
was granted an option to acquire the remaining 51 per cent. of the
issued share capital of Orogen Gold it does not already own. The
Option would lapse if not exercised within 12 months of the date of
the Investment Agreement.
On exercise of the Option the Company will issue to the Vendors
315,351 636 new Ordinary Shares which, based on the closing share
price as at 15 February 2010 of 0.95p per share, are valued at GBP3
million. Following the exercise of the Option the Vendors will be
interested in 377,851,636 Ordinary Shares representing 22.64 per
cent. of the Enlarged Issued Ordinary Share Capital. The Vendors
are subject to the lock-in agreements as set out in paragraph 16
below.
7. The Exploration Permit
DJE was granted a permit for geological exploration of gold
mineralisation and associated polymetallic mineralisation within
the Deli Jovan Gold Project, exploration area No. 1677, by the
Serbian Ministry of Mining and Energy Resolution No. 310
-02-890/2006 on 5 October 2010. Serbia issues Exploration Permits
annually. Under the terms of the Exploration Permit, exploration
work must commence within 30 days of the date upon which it is
granted. The results of the exploration activities must be reported
to the Ministry of Energy and Mines within 60 days of the end of
the Permit year. There is no minimum expenditure requirement,
however, the permit holder must complete an approved work
programme. Exploration permits have been renewed annually in
respect of the Deli Jovan Gold Project since 2006. The new permit
is valid until 5 October 2011 and the Company would expect the
permit to be renewed on its next anniversary.
8. Future Strategy
The Proposed Directors and Michael Nolan all have significant
geological and corporate expertise gained by working on mineral
exploration and production projects worldwide and are connected to
an extensive international network of senior advisors in
exploration, mining, commercial operations and financing. Through
these contacts, the Board and the Proposed Directors believe that
Orogen Gold will have access to a pipe-line of gold project
exploration and development opportunities in Europe. The Board
continues to seek a purchaser for its investment in Emotion
Fitness, the Hungarian gym business. However, the value of the
Company's investment in Emotion Fitness has now been written down
to GBP200,000 as at 31 December 2010.
9. Share Consolidation
On 9 August 2010, the Company stated that, on exercise of the
Option, it would be its intention to undertake a share
consolidation of the Ordinary Share Capital. Since that date the
share price of the Company has risen from 0.2p (the price at which
the placing was undertaken) to 0.95p on 15 February 2011. The Board
has decided, after careful consideration, not, at this time, to
proceed with a share consolidation. In reaching this decision the
Board has taken into account the share price and the number of
Ordinary Shares that will be in issue at Admission. The Board
however, will continue to review whether, in the future, a share
consolidation would be in the best interest of Shareholders.
10. Current Trading and Prospects for the Enlarged Group
The Company's audited results for the 9 months ended 31 December
2010, the Company's new accounting reference date, were announced
earlier today. The Company generated GBPnil income in the 9 months
ended 31 December 2010 (12 months ended 31 March 2010: GBPnil) and
a loss after tax of GBP435,000 (12 months ended 31 March 2010:
GBP662,000). The Company had cash of GBP1,546,000 and net assets of
GBP2,223,000 as at 31 December 2010. The Company's audited
financial statements for the years ended 31 March 2008, 31 March
2009, 31 March 2010 and the nine months ended 31 December 2010 are
available on the Company's website, www.medavinciplc.com.
Since 31 December 2010, the Company has continued to trade in
line with the expectations of the Board.
The results for Orogen Gold for the period from incorporation to
31 December 2010 are set out in Part IV Section A of the Admission
Document.
11. Directors and Proposed Directors
The Board currently comprises of the following directors:
Adam Reynolds, Executive Chairman (aged 48)
Adam began his career as a stockbroker before moving into
investor relations. In 2000 he established Hansard Group plc, a
financial PR firm listing it on AIM in November 2000, before
jointly leading a management buy-out of the business in 2004. Adam
is also the chairman of Porta Communications plc, a non-executive
director of EKF Diagnostics plc and a director of Wilton
International Marketing Group.
Michael Nolan, Non-Executive Director (aged 48)
Michael is a Chartered Accountant and has worked in the
resources industry for 16 years. He is currently chairman of
Vancouver-based Rathdowney Resources Limited, a private natural
resources company operating in Ireland and Poland, Finance Director
of AIM-traded Cove Energy plc and a Director of AIM traded Tiger
Resource Finance plc. He acted as chief executive officer of
AIM-listed mining company Minmet Plc from 1999 to August 2007. He
also serves on the board of several resources exploration and
investment companies.
Paul Foulger, Finance Director, Glyn Hirsch, Non-Executive
Director and Michael Hough, Non-Executive Director intend to stand
down from the Board upon completion of the Acquisition. Paul
Foulger will remain as Company Secretary following completion of
the Acquisition.
Upon Completion, John Barry, Edward Slowey and Alan Mooney will
join the Board as non-executive Chairman, Chief Executive Officer
and Finance Director, respectively. Adam Reynolds will remain on
the Board as a non-executive Director.
Further details of the Proposed Directors are set out below:
John Barry (aged 55)
John Barry has worked in the exploration and mining industry
since 1988 and has consulted to the industry as a Qualified Person
on a range of gold and base metal deposits in Europe, Africa,
Australia and South-East Asia. He has degrees in Geology from The
State University of New York and The Pennsylvania State University
and an MBA from the Edinburgh Business School at the Heriot-Watt
University in Scotland. He has worked for over 20 years on a range
of gold and base metal deposits in Europe, Africa, Australia and
Asia and has been involved in the discovery, sourcing and
supervision of feasibility studies on multi-million ounce gold
deposits in Ghana (Ahafo), Tanzania (Nyanzaga) and Mali
(Yanfolila). He is currently Chief Executive of Vancouver-based
Rathdowney Resources Limited which is involved in base metal
exploration in Europe and he is Exploration Director of Sovereign
Mines of Africa plc, exploring for gold in sub Saharan Africa
currently focused on Guinea.
He has extensive experience in the specialist areas of mineral
exploration, project management and the technical and financial
appraisal of mineral exploration and mining projects. He is a
professional member in good standing of the European Federation of
Geologists, the Institute of Geologists of Ireland and the AusIMM,
and therefore qualifies as a competent person under the terms of
the VALMIN Code and by reciprocity, Canadian National Instrument
NI43-101.
Edward Slowey (aged 60)
Edward Slowey has worked throughout his career as an economic
geologist in the minerals sector. He is currently Managing Director
of a private, London-based junior explorer, Silvrex Limited, with
gold projects in Africa and also continues to undertake independent
consulting assignments covering a range of commodities. Previously
he had been attached to the CSA Consultancy Group working out of
London and Dublin as Project Manager responsible for independent
review, valuation and due diligence in mining and exploration,
covering base metals, bulk commodities, precious metals and
diamonds in Europe, Africa, Asia and America. Work included
completion of Competent Person's Reports and 43-101 independent
reports for the AIM, OFEX (now PLUS) and TSX markets. Other roles
undertaken in a consultancy capacity include Exploration Manager,
Russia for AIM-listed Eurasia Mining Plc, as well as minerals
project management through feasibility studies, including at the
giant Sukhoi Log gold deposit in Siberia (>12Moz). He has also
worked in the Balkans on a range of base metal projects, primarily
in Macedonia and Kosovo.
Previously, he managed the Irish exploration arm of Rio Tinto
over a 12-year period, focussing on base and precious metals in
carbonate, volcanic and metamorphic terrain. This work led to the
discovery of the small, high-grade Cavanacaw gold deposit in
Northern Ireland. Prior to that, he worked as an exploration
geologist in Ireland for a Canadian junior company and as an
underground mine geologist at the world class Navan zinc-lead
deposit. Ed holds a geology degree from University College, Dublin
and is a professional member of the Institute of Geologists of
Ireland and the European Federation of Geologists.
Alan Mooney (aged 60)
Alan Mooney has worked in the natural resource sector since 2001
with Cove Energy plc, Minmet plc, Tiger Resource Finance plc,
GoldQuest Mining Corp and Rathdowney Resources Limited. He was
previously divisional CFO at Sonae SA, Portugal's largest
commercial group. Prior to that he worked with Continental AG the
German tyre manufacturer and was Finance Director of their
operations in the UK and in Portugal. He also worked in Mergers and
Acquisitions at Continental's headquarters in Hanover, Germany and
formally as Chief Accountant at their Irish tyre manufacturing
plant. He speaks Portuguese, German and French. He is a Chartered
Accountant and MBA. He trained with PWC in Dublin.
12. Corporate Governance and Internal Controls
The Directors acknowledge the importance of the principles set
out in the Combined Code issued by the Committee on Corporate
Governance (the "Combined Code"). Although the Combined Code is not
compulsory for AIM quoted companies, the Directors have applied the
principles as far as practicable and appropriate for a relatively
small public company as follows:
The Board meets regularly to consider strategy, performance,
approval of major capital projects and the framework of internal
controls. To enable the Board to discharge its duties, all
Directors receive appropriate and timely information. Briefing
papers are distributed to all Directors in advance of Board
meetings. All Directors have access to the advice and services of
the Company Secretary, who is responsible for ensuring that the
Board procedures are followed and that applicable rules and
regulations are complied with. The appointment and removal of the
Company Secretary is a matter for the Board as a whole. In
addition, procedures are in place to enable the Directors to obtain
independent professional advice in the furtherance of their duties,
if necessary, at the Company's expense. Subject to the terms of the
executive Directors' service contracts, Directors are subject to
retirement by rotation and re-election by the Shareholders at
Annual General Meetings each year, as required by the Articles of
Association and any Director appointed by the Board shall hold
office only until the next Annual General Meeting and shall
then
be eligible for election.
The Directors have established Audit and Remuneration
Committees.
Upon Admission the Audit Committee will comprise Michael Nolan
as Chairman and Adam Reynolds and will have primary responsibility
for monitoring the quality of internal controls, ensuring that the
financial performance of the Company is properly measured and
reported on and reviewing reports from the Company's auditors
relating to the Company's accounting and internal controls, in all
cases having due regard to the interests of Shareholders. The Audit
Committee will meet at least once a year.
Upon Admission the Remuneration Committee will comprise Adam
Reynolds as Chairman and Michael Nolan who will review the
performance of the executive directors and determine their terms
and conditions of service, including their remuneration and the
grant of options, having due regard to the interests of
Shareholders. The Remuneration Committee will meet no less than
once every year.
The Directors comply with Rule 21 of the AIM Rules relating to
Directors' dealings and there are procedures in place to ensure
compliance by the Company's applicable employees. The Company has a
share dealing code which is appropriate for an AIM quoted
company.
13. Share-based payments
The Company established the Share Option Plan in February 2011
and now proposes to grant options to the Directors and Proposed
Directors under the terms of this plan as follows:
Each of John Barry, Edward Slowey, Alan Mooney and Michael Nolan
has, subject to Admission, been granted options over 40 million new
Ordinary Shares (either personally or through his consultancy
company). Through Wilton International Marketing Limited, Adam
Reynolds has, subject to Admission, been granted options over 80
million new Ordinary Shares. The options are intended to reward the
Directors and Proposed Directors for the delivery of certain
objectives and the creation of shareholder value. The options will
have an exercise price of 0.95p per share. The options will vest as
to 50 per cent. upon the first anniversary of Admission and the
balance upon the second anniversary of Admission. The options are
subject to performance criteria, being the attainment of certain
targets relating to the exploration of gold deposits at the Deli
Jovan Gold Project. The targets to be achieved for the exercise of
the first tranche of the option shares include completion of all
exploration work scheduled for the initial stage of the Phase 1
Exploration Programme (i.e. confirmation of underground scale,
continuity and grade potential of the gold vein system) and
commencement of drilling to confirm the continuity of lodes. The
targets to be achieved for the exercise of the second tranche of
the option shares include completion of all exploration work
scheduled for the second stage of the Phase 1 Exploration Programme
(i.e. completion of driving and sampling of further underground
development and completion of drilling to confirm lateral
continuity of mineralisation) and commencement of the Phase II
Exploration Programme (i.e. completion of drilling to define a
100,000 oz inferred gold resource).
The performance conditions are subject to variation or waiver by
the Board.
There is no intention to make any further awards under the terms
of the Share Option Plan.
The awards, which are over an aggregate of 240 million Ordinary
Shares in total, will upon exercise (assuming that there are no
further allotments of Ordinary Shares) represent approximately
12.57 per cent. of the issued share capital as enlarged.
14. Change of Name
It is proposed to change the name of the Company to Orogen Gold
Plc following the General Meeting. Following the change of name the
Company will issue new share certificates to those Shareholders not
holding shares in uncertificated form. Following the issue of new
share certificates, share certificates in respect of existing
Ordinary Shares will no longer be valid. Shareholders will still be
able to trade in Ordinary Shares during the period between the
passing of the Resolutions and the date on which Shareholders
receive new share certificates.
15. Dividend Policy
The Directors do not intend to pay a dividend in the current
financial year.
16. Lock-in Arrangements
At Admission, the Locked-in Persons will be interested in
463,851,636 Ordinary Shares which together will represent 27.79 per
cent. of the Enlarged Ordinary Share Capital. The Locked-In Persons
have each undertaken that, save in limited circumstances set out in
AIM Rule 7 of the AIM Rules for Companies, they will not (and will
procure, in so far as they are able, that any person with whom they
are connected for the purposes of Sections 252 to 254 of the Act
will not), during a period of twelve months from the date of
Admission, dispose of any interest in Ordinary Shares held by
them.
In addition, the Locked-in Persons have agreed that for a
further 12 months they will only dispose of shares under the terms
of an orderly marketing arrangement.
17. Related Party Transaction
The Acquisition is classified as a related party transaction
under the AIM Rules as Michael Nolan, a director of the Company, is
also one of the Vendors. Where a company enters into a related
party transaction the independent directors of the company are
required by the AIM Rules to consult with the company's Nominated
Adviser.
The independent directors of the Company, in respect of the
Acquisition, having consulted with Zeus Capital in its capacity as
Nominated Adviser, consider the related party transaction to be
fair and reasonable in so far as Shareholders are concerned. In
providing such advice Zeus Capital has taken into account the
independent directors' commercial considerations.
For the same reasons, the Acquisition also falls within Section
190 of the Act and requires the approval of Shareholders at the
General Meeting.
18. General Meeting
The General Meeting is to be held at 4 Park Place, London SW1A
1LP on 4 March 2011 at 11.00 a.m. at which the Resolutions will be
proposed:
(i) To approve the Acquisition;
(ii) To approve the Change of Name;
(iii) To authorise the Directors to allot up to GBP1,065,351.64
nominal amount of Ordinary Shares; and
(iv) To disapply the statutory pre-emption provisions to enable
the Directors in certain circumstances to allot up to GBP750,000
nominal amount of Ordinary Shares for cash other than pro rata to
Shareholders.
Upon completion of the Acquisition and the allotment of the
Consideration Shares, the Directors will have the authority to
allot 750 000,000 Ordinary Shares (representing approximately 44.94
per cent. of the Enlarged Issued Share Capital) for cash on a non
pre-emptive basis.
Whilst the Directors have no current intention of issuing
further Ordinary Shares (other than pursuant to the warrants
already granted and the options under the Share Option Plan as set
out in paragraph 13 above), they believe that it is important to
have the flexibility to issue up to a further 500,000,000 new
Ordinary Shares without seeking prior Shareholder approval.
19. Risk factors
The Board and the Proposed Directors will seek to minimise the
risks associated with investment in a mineral exploration company,
however, investors and shareholders should be aware in particular
of the potential risk factors set out in Part II of the Admission
Document and to the section entitled "Forward Looking Statements"
on page 2 of the Admission Document. Potential investors should, in
addition to all other information set out in the Admission
Document, carefully consider the risks described in those sections
before making a decision to invest in the Company.
20. Recommendation
The Directors, other than Michael Nolan in respect of resolution
number 1, who has abstained due to the Acquisition being a related
party transaction, consider the Proposals to be in the best
interests of Shareholders as a whole and unanimously recommend you
to vote in favour of all of the resolutions to be proposed at the
General Meeting as they intend to do in respect of their aggregate
shareholdings of 321,000,000 Existing Ordinary Shares representing
23.71 per cent. of the Company's Existing Share Capital.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Acquisition" the proposed acquisition by the Company
of the remaining 51 per cent. of the issued
share capital of Orogen Gold that it does
not already hold, to be effected by the
exercise of the Option pursuant to the
Investment Agreement
"Act" the Companies Act 2006
"Admission" admission of the existing and to be issued
ordinary share capital of the Company
to trading on AIM becoming effective in
accordance with rule 6 of the AIM Rules
"AIM" a market operated by London Stock Exchange
plc
"AIM Rules" the AIM Rules for Companies published
by London Stock Exchange plc from time
to time (including, without limitation,
any guidance notes or statements of practice)
which govern the rules and responsibilities
of companies whose shares are admitted
to trading on AIM
"Board" the board of directors of the Company
"Change of Name" the proposed change of name of the Company
to Orogen Gold plc
"Company" or "Medavinci" Medavinci plc
"Completion" legal completion of the Acquisition in
accordance with the Investment Agreement
"Consideration Shares" the 315,351,636 Ordinary Shares to be
issued to the Vendors on Completion pursuant
to the Investment Agreement
"Deli Jovan Gold Project" a 69 sq km permit area in eastern Serbia
covering two shallow underground gold
mines, the subject of a licence for exploration
from the Serbian Ministry of Mining and
Energy in favour of DJE dated 5 October
2010
"Directors" the directors of the Company
"DJE" Deli Jovan Exploration d.o.o., the joint
venture company in which Orogen Gold has
the right to earn an interest pursuant
to the Earn-in Agreement
"Earn-in Agreement" an agreement dated 15 December 2010, between
Orogen Gold, Reservoir, REL and DJE governing
the joint venture in respect of the Deli
Jovan Gold Project
"Enlarged Group" the Company and its subsidiaries following
completion of the Acquisition
"Enlarged Ordinary Share the entire issued ordinary share capital
Capital" of the Company as enlarged by the issue
of the Consideration Shares
"Existing Ordinary Shares" existing ordinary shares of 0.1p each
in the capital of the Company
"Existing Share Capital" the Existing Ordinary Shares
"Exploration Licence" the exploration permit in respect of the
Deli Jovan Gold Project
"General Meeting" or the general meeting of the Company, convened
"GM" for 11.00 a.m. on
4 March 2011 and any adjournment thereof
"Group" the Company and its subsidiaries
"Investment Agreement" the investment agreement dated 9 August
2010 between (1) the Company, (2) BCOMP
400 Limited (3) the Vendors, (4) Orogen
Gold and (5) Orogen Gold (Serbia) Limited
"Locked-in Persons" Wilton International Marketing Limited
and the Vendors
"Medavinci Gold Limited" a company incorporated and registered
in England and Wales with company number
07256538 being a wholly owned subsidiary
of Medavinci
"Ordinary Shares" ordinary shares of 0.1p each in the capital
of the Company
"Orogen Gold" Orogen Gold Limited, a company registered
in Ireland with registered no. 482834
"Orogen Gold (Serbia) a company incorporated and registered
Limited" in Ireland with registered no. 486997,
being a wholly owned subsidiary of Orogen
Gold
"Option" the option to acquire the remaining 51
per cent. of the issued share capital
of Orogen Gold, pursuant to the Investment
Agreement
"Proposals" the acquisition of the remaining 51 per
cent. of Orogen Gold pursuant to the Investment
Agreement, the Change of Name and Admission
"Proposed Directors" John Barry, Edward Slowey and Alan Mooney
"REL" Reservoir Exploration (BVI) Limited, a
wholly owned subsidiary of Reservoir
"Reservoir" Reservoir Capital Corporation, a TSX listed
company
"Resolutions" the resolutions to be proposed at the
General Meeting
"RIS" Regulatory Information Service
"SEE" SEE d.o.o., a wholly owned subsidiary
of REL
"Share Option Plan" the unapproved share option plan created
by the Company
"Shareholders" holders of Ordinary Shares
"SLR Consulting" SLR Consulting (Ireland) Limited, the
technical adviser to Zeus Capital
"SRK Consulting" SRK Consulting (UK) Limited
"Vendors" the shareholders of Orogen Gold being
Edward Slowey, Michael Nolan and Alan
Mooney (all directors of Orogen Gold)
and Irina Barry, the spouse of John Barry,
chairman of Orogen Gold
"Wilton International a company jointly owned by Adam Reynolds
Marketing Limited" and Paul Foulger which is the beneficial
owner of 86 million Ordinary Shares
"Zeus Capital" Zeus Capital Limited, a company registered
in England and Wales with registered no.
4417845
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQLFFLFFRIELIL
Medavinci (LSE:MVC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Medavinci (LSE:MVC)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
