Update

UPDATE

 

TPJ announces that it will today post a letter to shareholders (the “Letter”) containing a Notice of General Meeting (the “General Meeting”). The General Meeting will be held at 3.30 p.m. on 13 May 2014 at the offices of Gowlings (UK) LLP, 15th Floor, 125 Old Broad Street, London EC2M 1JJ.

 The General Meeting is being called to consider and, if thought fit, approve:

·      the subdivision of ordinary shares of 1p each in the capital of the Company (the “Ordinary Shares”) into one ordinary share of 0.1p and nine deferred of 0.9p each in the capital of the Company (the “Subdivision”);

·      various ancillary amendments to the Company’s articles of association as a result of the Subdivision; and

·      a new share option scheme (the “JSOP”).

Operational Update

As announced on 13 March 2014 TPJ has signed an agreement with Newmont Exploration Pty Ltd (“Newmont”), a subsidiary of Newmont Mining Corporation (NYSE:NEM), pursuant to which TPJ will be granted access to Newmont’s proprietary database covering various exploration activities in Myanmar, Lao PDR, Malaysia, Indonesia and Cambodia.

The licence agreement is for an initial term of two years and may be extended thereafter, though Newmontmay terminate the agreement by giving 60 days prior written notice if its laboratory is decommissioned or sold.

TPJ will also utilize Newmont’s Proprietary Bulk Leach Extractable Gold (“BLEG”) technology, and a number of TPJ’s BLEG samples will be processed in Newmont’s laboratory located in Perth, Western Australia. In consideration, TPJ will pay the reasonable costs associated with processing the BLEG samples, and will grant to Newmont a 1% net smelter royalty over any property with a certified resource of 1 million or more ounces of gold equivalent in which TPJ subsequently takes an interest in pursuant to its use of the database or BLEG sample locations at any time during the period of the licence agreement or up to two years thereafter.

The Directors believe that access to Newmont’s South-East Asia database represents an excellent opportunity for TPJ to conduct exploration analysis at a fraction of the cost that would otherwise be associated with such a task. 

The initial work would commit TPJ to spending up to approximately US$450,000 over the next six months for work to be carried out relating to Cambodia, Lao PDR and Myanmar, and possibly other countries in the region in the event that attractive opportunities come to our notice there.

New technical and corporate personnel

In order to undertake this new strategy, TPJ has reached agreement with three key technical and corporate personnel who were involved in the successful exploration programmes of Normandy Mining (which Newmont acquired in 2002), Newmont, and Anglo American Corporation.

Bruce Kay (former Head of Global Exploration for Normandy and Newmont), Jon Loraine (former Managing Director, International for Normandy and Executive General Manager Exploration and Development for MIM Holdings Ltd) and Paddy Waters (former Senior Geologist at BP Minerals, Australian Consolidated Minerals, Normandy Mining and Anglo American) have all been involved in successful exploration programmes worldwide.

Issue of share options

Upon a successful conclusion of the Initial work programme, the intention is that one or more of Bruce, Jon and Paddy would be offered positions on the Board of TPJ.

An option pool over a total of 69,669,121 TPJ shares (ie 20% of TPJ’s current issued shares less the JSOP shares) would be made available to, and shared equally between, Bruce, Jon and Paddy. These options will be priced at 0.625 pence. The intention is that the Options would be issued at the end of the 6 months Initial Work Programme, and would be exercisable at the earlier of the takeover of TPJ, and after a period of two years (and not later than 6 years) provided the person is still engaged by TPJ at that stage.

Currently TPJ has 368,716,729 shares in issue, of which 20,371,124 are held by a Joint Share Ownership Plan (“JSOP”) for issue to holders of various options; 8,300,000 of the JSOP shares are currently held on behalf of Chris Goss, Bill Howell and Simon Bullock, and 12,071,124 are at present available to be allocated.

As at 11 April 2014 the Directors had the following interests in the shares of the Company:

Patrick

Chris

Tony

Total

Gorman

Goss

Shearer

Number of shares

600,000

861,111

822,222

2,283,333

% of total issued shares

0.16%

0.23%

0.22%

0.62%

Options exerciseable:

 at 1.0 pence

4,200,000

1,400,000

4,200,000

9,800,000

 at 1.1 pence

2,500,000

500,000

2,500,000

5,500,000

 at 1.0 pence (not vested)

900,000

300,000

900,000

2,100,000

JSOP shares

 at 4.0 pence

0

1,800,000

0

1,800,000

 at 7.5 pence

0

1,000,000

0

1,000,000

 at 10.0 pence

0

1,000,000

0

1,000,000

 

If shareholders pass the resolutions at the General Meeting and after a successful conclusion of the Initial Work Programme, then the existing share Options and the Options over the shares held by the JSOP would be increased by the issue of new Options over a total of 80,869,121 shares (options over 69,669,121 shares would be allocated to Bruce Kay, Jon Loraine, Paddy Waters, options over 7,200,000 shares would be allocated to the existing TPJ management team, and options over a further 4,000,000 shares would be available to be allocated at a later date to new personnel or to anybody in the team who has made an exceptional contribution). In addition the remaining 12,071,124 unissued JSOP shares would be issued to the existing TPJ management team.

The intention is that these new share options and JSOP shares would be issued to:

Share Options

JSOPs

Total

Number

Number

Number

Patrick Gorman

1,400,000

3,500,000

4,900,000

Chris Goss

1,400,000

3,500,000

4,900,000

Tony Shearer

1,400,000

3,500,000

4,900,000

Dave Royle

3,000,000

0

3,000,000

Simon Bullock

0

1,571,124

1,571,124

 

Sub-Total

7,200,000

12,071,124

19,271,124

Unallocated

4,000,000

0

4,000,000

 

Sub-Total

11,200,000

12,071,124

23,271,124

Bruce Kay

23,223,040

0

23,223,040

Paddy Waters

23,223,041

0

23,223,041

Jon Loraine

23,223,040

0

23,223,040

Total

80,869,121

12,071,124

92,940,245

The terms under which these new share options and the JSOP shares would be issued are:

1.     The Exercise price has been calculated at 0.625 pence, being the volume-weighted average closing market price of the shares for the ten business days after the announcement of the Database Licence and Royalty agreement with Newmont was announced on 13th March 2014 (0.3741 pence) plus a premium of 67%;

2.     Would be for a period of 6 years; and

3.     Exercisable, so long as the holder was still “engaged” by TPJ, either:

a.     on the takeover of TPJ; or

b.     after a period of 2 years

In addition to the above options and JSOP and as a result of an old incentive scheme, if by 4th October 2014 the Company’s share price has reached 39.5 pence, then the Company would pay to Bill Howell the amount by which the share price on 4th October 2014 exceeds 39.5 multiplied by 933,333.

Re-Organisation of Share Capital

The Directors also propose re-organising the Company’s shares by sub-dividing the existing shares so that the nominal value of the shares becomes below their market price. We would do this by dividing every existing ordinary share (with a nominal value of 1 pence) into one new ordinary share (with a nominal value of 0.1 pence) and one deferred share (with a nominal value of 0.9 pence, but no practical value). 

The Deferred Shares will not be listed on any stock exchange, and will have no rights to vote at any meeting of the Company: Nor will they have any rights to dividends, nor any other form of distribution other than a maximum of 0.9 pence per share on a return of capital on a winding up of the Company (provided the Company has sufficient cash after the holders of the New Ordinary Shares have been paid an aggregate amount of the paid up capital thereon, being 0.1 pence, plus £10,000,000 for each such Ordinary Share). 

The result of this should be that the New Ordinary Shares continue to have a value equivalent to the current share price of the Existing Ordinary shares, but that that Nominal Value of these shares would be 0.1 pence rather than 1 pence.

This is necessary because UK Company Law prohibits a Company from issuing new shares at a price below their nominal value. The price of TPJ’s shares was 0.38 pence as at 11 April 2014, which is below the 1 pence nominal value of its shares.  As a result, if we are to issue new shares it is necessary to reorganise the share capital of TPJ so that the nominal value of the shares is below their market price, though doing so should have no practical impact on the value of shareholdings.

Change of Name

Subject to the approval of the proposals set out above, the Company intends to change its name to Aurasian Minerals plc. Accordingly, the Company’s ticker will change to AUM.

Further details of these proposals are set out in the Letter, the full text of which can be found on the Company’s website at www.tpjunction.com.

Expected Timetable of Principal Events

Set out below is the expected timetable of principal events arising from the Letter and the General Meeting:

 

Event

Date

Publication and posting of the Notice of General Meeting and Form of Proxy

14th April 2014

Last time and date for receipt of Form of Proxy

3:30pm on 9th May 2014

General Meeting

3:30pm on 13th May 2014

Announcement of results of the General Meeting

13th May 2014

Reorganisation Record Date

5:30pm on 13th May 2014

Admission and dealings in the New Ordinary Shares to commence following the Reorganisation

14th May 2014

Definitive share certificates for the New Ordinary Shares to be dispatched by

30th May 2014

 

Enquiries

Triple Plate Junction

Tony Shearer                                        tony.shearer@tpjunction.com

finnCap Ltd                                          +44 (0)20 7220 0500

Matthew Robinson/Christopher Raggett