15 Apr Offer for Moroccan Minerals Ltd
ACQUISITION OF MOROCCAN MINERALS LIMITED
AURASIAN Minerals plc (“Aurasian” or the “Company”) is pleased to announce that, further to the announcement made on 29 March 2016, Aurasian has received acceptances from shareholders of Moroccan Minerals Limited (“MML”) (“MML Shareholders”) representing 91.99% of the issued share capital of MML in relation to the offer from Aurasian (the “Offer”) for the acquisition of the entire issued share capital of MML (the “Acquisition”). Consequently MML and Aurasian have agreed to close the offer period. If any MML Shareholder who has not already accepted the Offer (an “Outstanding Shareholder”) does not do so by 29 April 2016 (or such later date as Aurasian may agree), Aurasian intends to acquire that Outstanding Shareholder’s shares in MML by way of a compulsory acquisition under Part 18 of the Companies (Jersey) Law 1991. Aurasian has until 6 June 2016 in which to serve a notice of the compulsory acquisition on any Outstanding Shareholder.
Having closed the Offer, the Company will focus its efforts on the advancement of the Chadine Project in Serbia. In addition, Aurasian continues to look for other opportunities to expand its asset portfolio, particularly in Serbia where the management team has extensive experience and contacts.
Terms of the Offer
In line with the terms of the heads of agreement announced on 1 December 2015, Aurasian will acquire in the entire issued share capital of MML (the “MML Shares”) on the following basis:
4.22 ordinary shares in the capital of Aurasian (“Aurasian Shares”) for each MML share held
There are currently 19,000,647 MML Shares in issue and accordingly, the Company will apply for 80,182,730 ordinary shares in the capital of the Company (“Consideration Shares”) to be admitted to trading on AIM (“Admission”) once they have either received acceptances from the Outstanding Shareholders or the compulsory acquisition process has been completed, whichever is the soonest. A further announcement will be made in due course confirming that application for the Consideration Shares to be admitted to trading has been made.
In addition, Aurasian will issue warrants to certain MML Shareholders in lieu of options over MML Shares that have been granted to them previously. Such warrants will grant these MML Shareholders the right to subscribe for in aggregate 1,899,000 Aurasian Shares. Of these warrants 844,000 will have a strike price of 0.7 pence per Aurasian Share and 1,055,000 will have a strike price of 0.58 pence per Aurasian Share.
Directors and Management
As announced on 18 January 2016, Didier Fohlen, a director of MML, will join the board of Aurasian as a non-executive director with immediate effect following completion of the acquisition of MML. In addition, Fabian Baker, also a director of MML, will be appointed as chief operations officer of Aurasian but will not be appointed to the board.
Background on MML
MML’s existing assets comprise the right to earn an interest in a mineral exploration and operational licence in Serbia (the “Chadine Project”).
For further information on MML and the Chadine Project in Serbia please refer to the announcements dated 1 December 2015 and 18 January 2016.
Commenting on the acquisition of MML Peter Mullens, Chief Executive Officer of Aurasian said: “we are excited to close the transaction on Moroccan Minerals and get started with exploration on the Polymetalic Chadine project located in Serbia. Currently a drill program is being planned and we hope to be drilling by mid may. Serbia is an emerging exploration region and we are excited by the potential it offers. In addition to Chadine, Aurasian is actively seeking other polymetallic or gold opportunities within the Balkans region.”
For further information please contact:
Aurasian Minerals Plc
Peter Mullens (CEO) firstname.lastname@example.org
finnCap Limited – Nominated adviser
Christopher Raggett / Scott Mathieson +44 (0)20 7220 0500
The following information is disclosed in accordance with Schedule 2(g) of the AIM Rules for Companies.
Full name: Didier Jean Claude Fohlen
Current directorships and partnerships
Directorships and partnerships held in the last five years
Moroccan Minerals Limited
Moroccan Resources SA
Mr. Fohlen holds 4,000,000 Ordinary Shares in Moroccan Minerals Limited which will be exchanged for 16,880,000 ordinary shares in Aurasian Minerals plc following completion of the acquisition of Moroccan Minerals Limited by Aurasian Minerals plc.
About Aurasian Minerals
Aurasian Minerals PLC is an AIM listed junior exploration company exploring for copper and gold. Aurasian has an experienced board and technical team headed up by Chris Goss previously leader in project finance for emerging markets for the IFC, International Finance Corporation. The company is well funded in a difficult market with approximately GBP 1,000,000 in the bank.
For further information please contact Peter Mullens CEO of Aurasian Minerals.