Schedule 1 - Templar Minerals Ltd
02 8월 2010 - 5:25PM
UK Regulatory
TIDMTMP
RNS Number : 3361Q
AIM
02 August 2010
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| 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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| TEMPLAR MINERALS LTD (to be renamed ORTAC RESOURCES LTD) |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| REGISTERED OFFICE: |
| |
| Craigmuir Chambers |
| Road Town |
| Tortola |
| British Virgin Islands |
| |
| OPERATING OFFICE: |
| |
| Ogier House, |
| St Julian's Avenue, |
| St Peter Port, |
| Guernsey, |
| GY1 1NA |
| |
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| COUNTRY OF INCORPORATION: |
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| |
| BRITISH VIRGIN ISLANDS |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| www.templarminerals.com (to be replaced by |
| www.ortacresources.com on Admission) |
| |
+------------------------------------------------------------------+
| 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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| Templar Minerals Plc has reached agreement with Ortac Resources |
| Plc ("Ortac"), subject to certain conditions being satisfied, to |
| acquire the entire issued share capital of Ortac for an implied |
| aggregate value of approximately GBP7.5 million. The Company |
| will assume responsibility for the discharge of Ortac's |
| liability to Tournigan Energy Ltd under the Tournigan Share |
| Purchase Agreement. Furthermore, the Company will be responsible |
| for ensuring that the outstanding payment obligation of US$1.9 |
| million to Tournigan by Ortac is met and therefore the total |
| effective consideration will be approximately GBP8.7m. |
| |
| Ortac was incorporated as a public limited company in England on |
| 6 November 2007 for the purpose of seeking and acquiring |
| exploration and production rights for the extraction of gold in |
| the Slovak Republic. Ortac's principal asset is the Kremnica |
| Gold Project and it also has 100 per cent ownership interests in |
| seven other licences in the east of Slovakia, namely, Zlata´ |
| Ban? a, Ruska´ Bystra´ , Poruba pod Vihorlatom, Smolnik, Bys?ta |
| Ska´ros?, Cinoban?a and Cejkov. The Kremnica project is located |
| in central Slovakia. The geology of the Kremnica gold deposit is |
| well established. The S? turec zone is continuously mineralised |
| for 1,200 m along strike, is typically 100 to 150 m wide and |
| extends to a known depth of at least 300 m. |
| |
| Ortac intends to complete a scoping study and preliminary |
| environmental and social impact assessments. This work will |
| include revising the geological models to incorporate an updated |
| grade model which can then be used as the basis for the proof of |
| a concept mining study. |
| |
| The acquisition of Ortac is to be implemented by means of |
| Ortac's scheme of arrangement under Part 26 of the Companies Act |
| 2006. The Acquisition will constitute a reverse takeover under |
| the AIM Rules and is therefore conditional (inter alia) upon the |
| approval of Shareholders at a general meeting. The Company will |
| change from an investing company, under the AIM Rules, to a gold |
| exploration and development company. |
| |
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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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| 1,646,586,957 Ordinary Shares of no par value. |
| |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND |
| ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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| |
| MARKET CAPITALISATION AT THE PURCHASE PRICE OF 1p: |
| GBP16.46million |
| |
+------------------------------------------------------------------+
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| |
| 305,705,038 New Ordinary Shares representing 18.57 per cent. of |
| the Enlarged Share Capital are not in public hands. |
| |
+------------------------------------------------------------------+
| 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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| |
| No others. |
| |
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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): |
+------------------------------------------------------------------+
| DIRECTORS ON ADMISSION |
| |
| Existing Directors: |
| |
| Charles (Charlie) Ainslie Wood (Executive Director) |
| Alastair Raoul Clayton (Non-Executive Director) |
| |
| Proposed Directors: |
| |
| Anthony David Nettleton Balme- Chairman |
| Vassilios Carellas- Chief Exective Officer |
| Dorian (Dusty) Loney Nicol- Non-Executive Director |
| |
+------------------------------------------------------------------+
| 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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| |
| Shareholder Before Admission |
| After Admission |
| |
| Pershing Nominees Limited 186,598,333 20.78% |
| 186,598,333 11.33% |
| Anthony Balme* - |
| - 154,040,130 9.36% |
| Canaccord Nominees Limited 104,833,333 11.67% |
| 104,833,333 6.37% |
| Lynchwood Nominees Limited 64,375,000 7.17% |
| 64,375,000 3.91% |
| David Lenigas 50,000,000 5.57% |
| 50,000,000 3.03% |
| Credit Agriocole Cheuvreux Int 38,025,000 4.23% |
| 38,025,000 2.31% |
| Chase Nominees Limited 35,000,000 3.90% |
| 35,000,000 2.13% |
| Pershing Nominees Limited 30,000,000 3.34% |
| 30,000,000 1.82% |
| |
| * Mr Balme shares are held as follows (a) Carter Capital Ltd |
| holds 72,488,088 ordinary shares (b) Anthony Balme holds |
| 46,378,158 ordinary shares (c) AMC Ltd holds 28,969,671 ordinary |
| shares, and shares held by connected Persons include |
| Anne Louise Balme how holds 6,204,213 ordinary shares. |
| |
+------------------------------------------------------------------+
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE |
| 2, PARAGRAPH (H) OF THE AIM RULES: |
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| |
| None. |
| |
+------------------------------------------------------------------+
| (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 MARCH |
| (ii) 31 MARCH 2010 |
| (iii) Expected Accounting Timetable: |
| |
| - The Company will publish its interim accounts for the period |
| ended 30 September 2010 on or before 31 December 2010. |
| - The Company will publish its audited annual report for the |
| year ended 31 March 2011 on or before 30 September 2011. |
| - The Company will publish its interim accounts for the period |
| ended 30 September 2011 on or before 31 December 2011. |
| |
| |
| Note: Following the change in accounting reference date from 30 |
| June to 31 March, the Company will publish its audited report |
| for the 9 months ended 31 March 2010 on or before 30 September |
| 2010. |
| |
+------------------------------------------------------------------+
| EXPECTED ADMISSION DATE: |
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| 15 September 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
+------------------------------------------------------------------+
| Beaumont Cornish Limited |
| 2nd Floor, Bowman House |
| 29 Wilson Street |
| London |
| EC2M 2SJ |
| |
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| NAME AND ADDRESS OF BROKER: |
+------------------------------------------------------------------+
| Beaumont Cornish Limited |
| 2nd Floor, Bowman House |
| 29 Wilson Street |
| London |
| EC2M 2SJ |
| |
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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: |
+------------------------------------------------------------------+
| ADMISSION DOCUMENT AVAILABLE FROM THE OFFICES OF BEAUMONT |
| CORNISH LIMITED, 29 WILSON STREET, LONDON EC2M 2SJ AND WEBSITE |
| WWW.TEMPLARMINERALS.COM. |
| |
| ADMISSION DOCUMENT PRODUCED IN ACCORDANCE WITH THE AIM RULES TO |
| INCLUDE FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF |
| ITS SECURITIES. |
| |
| |
+------------------------------------------------------------------+
| DATE OF NOTIFICATION: |
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| 2 August 2010 |
| |
| |
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| NEW/ UPDATE: |
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| NEW |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
PAAGIGDISDGBGGD
Templar Minerals (LSE:TMP)
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