Expansion of uranium interests


 

TIDMPRL 
 
RNS Number : 2631P 
Polo Resources Limited 
23 March 2009 
 

23 March 2009 
 
 
 
 
Polo Resources Limited 
("Polo" or the "Company") 
 
 
Polo expands uranium interests with acquisition of significant interest in 
Berkeley Resources Ltd 
 
 
Polo Resources Limited (AIM:PRL), announces that it has signed a subscription 
agreement with Berkeley Resources Ltd ("Berkeley") pursuant to which, subject to 
the conditions (described below) being satisfied, Polo will subscribe for 10 
million new ordinary shares in Berkeley at AS$0.50 each (the "Subscription 
Shares"), and will be granted 5 million attaching options over new ordinary 
shares in Berkeley, exercisable at AS$0.75 each, within 4 years of the date of 
issue (the "Subscription Options"). 
 
 
Neil Herbert, Deputy Chairman, said: 
"Polo is pleased to announce the expansion of its energy interests with this 
significant investment in Berkeley Resources Ltd which is currently evaluating a 
restart of the Salamanca Regional Uranium Mine in Spain. The management of Polo 
will be applying its significant experience in the Uranium sector which included 
the development of UraMin Inc which was subsequently sold to Areva for US$2.5 
billion in 2007." 
 
 
The subscription by Polo is conditional on: 
 
(a)           receipt by Berkeley of the approval of the Spanish Council of 
Ministers for the 
transaction described in the announcement by Berkeley dated 10 December 
                2008 ("Minister Consent"); and 
 
(b)           in respect only of 1,350,000 of the Subscription Shares and 
675,000 of the 
               Subscription Options, the approval of the Berkeley shareholders 
at a general meeting of 
                the company (the "Berkeley General Meeting"). 
 
 
Details of the Subscription Agreement 
 
 
Under the terms of the Subscription Agreement, subject to Ministerial Consent, 
Polo has subscribed for 8,650,000 ordinary shares in Berkeley representing 7.7 
per cent. of Berkeley's issued share capital (the "T1 Shares").  Polo will 
pay consideration of AS$4,325,000, and as well as the T1 Shares has been granted 
an option over 4,325,000 ordinary shares of Berkeley (representing 3.7 per cent. 
of Berkeley's issued share capital on a diluted basis), exercisable for a period 
of 4 years from the date of grant at an exercise price of AS$0.75 (the "T1 
Options"). If exercised, the T1 Options would give Polo a direct interest in 
11.13 per cent. of the issued share capital of Berkeley. 
 
 
As part of the deal to acquire the T1 Shares, Stephen Dattels will be 
appointed as a non-executive director of Berkeley upon completion of the issue 
of the T1 Shares. 
 
 
Admission of the new T1 Shares will become effective as soon as reasonably 
practical after issue of the T1 Shares. 
 
 
Subject to the approval of shareholders at the Berkeley General Meeting and the 
issue of the T1 Shares and T1 Options, under the terms of the Subscription 
Agreement Polo has also agreed to subscribe for a second tranche of 1,350,000 
new ordinary shares in Berkeley at a price of AS$0.50 per share (the "T2 
Shares"). In addition to the T2 Shares, if approved by Berkeley shareholders, 
Polo will be granted a further option over 675,000 new shares in Berkeley, 
exercisable for a period of 4 years from the date of grant at an exercise price 
of AS$0.75 (the "T2 Options"). 
 
 
At the Berkeley General Meeting, the directors of Berkeley will seek the 
approval of the Berkeley shareholders for the issue of 5,350,000 new ordinary 
shares (including the T2 Shares) and the grant of, in aggregate 2,675,000 
options over new shares (including the T2 Options) each with an exercise price 
of AS$0.75 and exercise term of 4 years to Polo and other institutional 
investors (together, the "Berkeley Share Issue"). If the Berkeley Share Issue is 
approved, Polo will be directly interested in 15,000,000 ordinary shares of 
Berkeley (being the aggregate of the T1 Shares, the T1 Options, the T2 Share, 
and the T2 Options) representing 12.76 per cent. of the issued share capital of 
Berkeley. 
 
 
Subsequent to the Berkeley Share Issue, Berkeley has also announced it will 
conduct a non-renounceable 1:20 rights issue to existing shareholders on the 
same terms as offered to Polo and institutional investors, with new shares at a 
price of AS$0.50 and the grant of an attaching option for each 2 shares 
subscribed for, exercisable for a period of 4 years with an exercise price of 
AS$0.75. 
Berkeley will seek to list all of the new AS$0.75 options granted as part of the 
fundraising. 
 
 
As at today's date, Polo does not hold any interest in Berkeley.  Polo has 
agreed to a standstill period of 6 months from the date of issue of the 
Subscription Shares limiting the relevant interest in Berkeley of Polo and its 
associates to not greater than 19.9%. 
 
 
All consideration payable by Polo will be financed from the Company's existing 
cash balances. 
 
 
Corporate Advisory Fee payable to Regent Resources Capital Corporation 
 
 
As consideration for their corporate advisory services to Berkeley in arranging 
and completing the transaction, Regent Resources Capital Corporation ("Regent") 
will be granted 2.5 million options to subscribe for new Berkeley shares at an 
exercise price of AS$1.00, exercisable within 4 years of the date of grant (the 
"Regent Advisory Fee"). 
 
 
Berkeley Resources Ltd 
 
 
Berkeley is an Australian incorporated company which listed on the Australian 
Securities Exchange in September 2003 and the AIM market of the London Stock 
Exchange in December 2006.Berkeley is the premier uranium explorer and developer 
in the Iberian peninsular and has acquired a number of advanced uranium 
exploration projects in Spain totalling approximately 300,000ha, covering all 
the main historic uranium mining and exploration areas in the country. Since 
acquiring these projects, Berkeley has undertaken a substantial exploration 
program with encouraging progress reported in their subsequent RNS 
announcements. 
 
 
The proceeds of the issue of the T1 Shares and the Berkeley Share Issue, if 
approved, is to provide funding for completion of a Feasibility Study for 
Berkeley's Salamanca Regional Uranium Project.  Berkeley believes the Salamanca 
Regional Uranium Project - which includes a significant resource base and an 
existing uranium process plant presently on care and maintenance - is ideally 
placed to take advantage of the forecast uranium production shortfall. 
 
 
 
 
 
 
 
 
Contacts: 
 
 
+--------------------------------------------------+------------------------+ 
| Polo Resources Limited                           |   + 44 778 090 1658    | 
| Neil Herbert, Deputy Chairman                    |                        | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Canaccord Adams Limited                          |  + 44 (0) 20 7050 6500 | 
| Mike Jones                                       |                        | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
| Financial Dynamics                               |  + 44 (0) 20 7831 3113 | 
| Ben Brewerton / Ed Westropp                      |                        | 
|                                                  |                        | 
+--------------------------------------------------+------------------------+ 
 
 
About the Company 
Polo is an emerging energy company focused on acquiring and developing advanced 
stage coal and uranium properties. For complete details on Polo Resources 
Limited, management encourages investors and interested parties to view its 
public documents filed on AIM Exchange at www.poloresources.com. 
CAUTIONARY STATEMENT 
The AIM Exchange does not accept responsibility for the adequacy or accuracy of 
this release. No stock exchange, securities commission or other regulatory 
authority has approved or disapproved the information contained herein. All 
statements, other than statements of historical fact, in this news release are 
forward-looking statements that involve various risks and uncertainties, 
including, without limitation, statements regarding the future plans and 
objectives of Polo Resources Limited. There can be no assurance that such 
statements will prove to be accurate. Actual results and future events could 
differ materially from those anticipated in such statements. These and all 
subsequent written and oral forward-looking statements are based on the 
estimates and opinions of management on the dates they are made and are 
expressly qualified in their entirety by this notice. Polo Resources Limited 
assumes no obligation to update forward-looking statements should circumstances 
or management's estimates or opinions change. 
 
 
ENDS 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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