Proposed acquisition -5-
30 Julio 2010 - 12:33PM
UK Regulatory
Balme, Dorian L. (Dusty) Nicol and Vassilios Carellas, having consented to act,
will become Directors with the positions on Admission set out below. As
mentioned above, David Lenigas has with effect from 2 August 2010, resigned as a
director of the Company and pending Admission, Charles Wood will be the Chairman
of the Company.
Directors
Anthony Balme (aged 61), Chairman
Mr Balme is chairman of Carter Capital Ltd since 1981, AMC Ltd and Lymington
Underwriting, family companies engaged in insurance, property development and
resource ventures. He has been a director of Forum Uranium Corp, a TSX.V quoted
exploration since 2003 and was a non executive director of Vatukoula Gold Mines
plc (formerly River Diamonds plc), an AIM listed resource company, for nearly
four years until March 2008 and held office at the time of its original
admission to AIM. He also joined the board of Far North Platinum in 2009, which
is an early stage PGM exploration company operating in South Africa.
He has extensive European and North American experience in finance, in
particular in the resource sector where he has participated in a number of
exploration and development stage ventures. He has been working on Ortac's
exploration activities in Slovakia for over 5 years and has gained a broad
understanding of the country and a liking for its people.
He is a Chartered Accountant and qualified with Coopers & Lybrand in London. He
has extensive commercial experience and in particular on the strategic
development of businesses.
Vassilios Carellas (aged 36), Chief Executive Officer
Vassilios is a geologist by profession with extensive experience gained in the
mining and exploration industry in Central Asia. Prior to joining Ortac, he held
the post of Managing Director of Kryso Resources plc from 2004-2009, an AIM
listed company that he co-founded and which was admitted to AIM in 2004. As
Managing Director, he was responsible for almost all facets of the business,
from corporate and marketing functions through to the operational and technical
aspects on the ground. Prior to co-founding Kryso, he has served as
Vice-President Mining, General Manager, Chief Geologist and various other senior
positions for two Canadian listed mining companies operating producing mines. He
is a director of Panafric Ocean & Energy Limited and VC Resources Limited. He is
a member of the Geological Society of South Africa and the Australian Institute
for Mining and Metallurgy.
Charles Wood (Charlie) (aged 35), Executive Finance Director
Mr Wood holds a Bachelor of Commerce, a post graduate degree in Corporate
Finance. Mr. Wood has 15 years' experience working in corporate positions across
a range of industries including Agriculture, Resources and Banking. Mr Wood has
worked in numerous jurisdictions in Africa, South America and Australia and has
extensive experience in independent expert's reports, due diligence, capital
raisings and mergers and acquisitions. Mr Wood was general manager corporate of
Equatorial Palm Oil plc from May 2006 to its admission to AIM on March 2010. Mr
Wood is founding director of Ragnar Capital Ltd, an independent London based FSA
authorised broker providing advisory services, with a particular focus on the
resource sector. Mr Wood was appointed an Executive Director of Templar in
February 2009 and finance director in June 2010.
Alastair Clayton (aged 38), Non-executive Director
Mr Clayton is a qualified geologist with a post graduate diploma in Finance and
Economics from the Securities Institute of Australia. Mr Clayton has over 13
years experience in the mining and resources sector and has worked in Australia,
Africa, Asia and Europe in both a technical and corporate capacity. From 2003 to
2008 he was a director of Universal Coal plc (formally South China Resources
plc) (previously traded on AIM). From 2006-2009 he was a non executive director
of Bannerman Resources Ltd, a uranium development company that is currently
completing a Bankable feasibility Study into the Etango Uranium deposit in
Namibia (listed on the TSX and ASX). Mr Clayton has recently been appointed
non-executive director of ASX and TSX listed, Extract Resources Ltd, a uranium
development company operating in Namiba. He was appointed non executive director
of Templar in February 2009. Mr Clayton is Chairman of the Audit and
Remuneration committees.
Dorian Loney (Dusty) Nicol (aged 53), Non-executive Director
Mr Nicol has over 30 years of international experience in mineral exploration
and mining. He is currently president and CEO of Tournigan Energy Ltd which is a
Canadian uranium exploration and development company quoted on the TSX Venture
Exchange and the Frankfurt Stock Exchange. His past positions include: executive
vice president of exploration at Yukon-Nevada Gold Corp (TSX); CEO and before
that vice president of Queenstake Resources Ltd (TSX); Vice president of Castle
Exploration Zinc and Latin America manager for Canyon Resources Corp. He is a
member of the American Institute of Professional Geologists, and a Fellow of the
Society of Economic Geologists Resources Corp. Mr Nicol is a member of the Audit
and Remuneration committees.
Further details on the Directors is set out in Appenix 1 to this Announcement.
Employees
On Admission, the Enlarged Group will have 11 employees, in addition to the
Proposed Directors joining the Board.
Current trading and results for the 9 months ended 31 March 2010
The Group published its audited consolidated financial statements for the year
ended 30 June 2009 on 24 September 2009. Revenue for the financial year was nil,
with finance revenue totalling US$20,000. The Group realised a loss of
approximately US$15,000,000.
The Company also announces that for the nine month period ended 31 March 2010,
the Group generated revenue of nil, and realised a loss of US$782,000 and had at
that date, net assets of US$2,670,000. Chapman Davis LLP, the Company's auditors
and the reporting accountants, report on the 9 month period ended 31 March 2010
is set out in Appendix 4 of Part A of this announcement. Further details on the
financial position of the Group are provided in the Accountants' Report on the
Group contained in Part IV of the Document.
Ortac published its audited financial statements for the year ended 31 May 2009
on 20 October 2009. Revenue for the financial year was nil, with finance revenue
totalling GBP1,000. Ortac realised a loss of approximately GBP156,000.
For the ten month period ended 31 March 2010, Ortac generated revenue of
GBP17,000, with finance revenue of GBP8,000 and realised a gain of approximately
GBP7 million and had at that date, net assets of GBP 8,207,305. The realised
gain of US$7 million relates to negative goodwill which arose primarily because
the book value of the historic exploration and evaluation assets acquired by
Ortac are considered by the directors of Ortac to equate to their fair value and
therefore no impairment is considered necessary on acquisition. Further details
on the financial position of Ortac are provided in the Accountants' Report on
Ortac contained in Part IV of the Document.
Strategy and Future Prospects of the Enlarged Group
The Company's near term strategy is to advance the Kremnica Gold Project through
a preliminary scoping study and subject to the outcome of this study take the
project through project financing.
The Company's initial focus will be to engage Slovakian and international
consultants to commence technical and economic modelling of the Kremnica Gold
Project along with preliminary environmental and social impact assessments.
The Directors believe that the combination of stringent cost controls, technical
expertise combined with strong gold prices, and an established management team
in place in Slovakia provides opportunities from the Kremnica Gold Project.
Accordingly the Directors view the prospects of the Enlarged Group with
confidence.
Pro-forma Net Assets
Set out in Part V of the Document is a pro forma statement of net assets of the
Enlarged Group which shows net assets on Admission of US$18,737,000. Chapman
Davis LLP, the Company's auditors and the reporting accountants, report on the
Pro-forma net assets as at 31 March 2010 is set out in Appendix 4 of Part A of
this announcement.
The Pro-forma statement of net assets of the Group is set out in Part V of the
Document.
Lock-in and orderly market arrangements
At Admission, the Directors and their connected parties (the "Locked-in
Directors") will own 187,396,113 Ordinary Shares representing 11.38 per cent. of
the Enlarged Share Capital and options to acquire a further 107,400,000 Ordinary
Shares at a price of 1 penny per Ordinary Share. The Locked-in Directors have
undertaken to the Company and Beaumont Cornish that they will not sell or
dispose of, except in certain limited circumstances permitted under Rule 7 of
the AIM Rules for Companies, any of their respective interests in Ordinary
Shares at any time before the first anniversary of Admission following which
there will be a twelve month orderly market arrangement on terms that any sale
of Ordinary Shares will only take place following consultation with the Nomad
and with the consent of the Directors. This undertaking is more particularly set
out in the Lock-in Agreement signed by all of the respective parties.
At Admission, certain shareholders (the "Locked-in Shareholders") will own
118,308,926 Ordinary Shares representing 7.19 per cent. of the Enlarged Share
Capital. The Locked-in Shareholders have undertaken to the Company and Beaumount
Cornish that they will not sell or dispose of, except in certain limited
circumstances permitted under Rule 7 of the AIM Rules for Companies, any of
their respective interests in Ordinary Shares at any time before 1 January 2011.
This undertaking is more particularly set out in the lock-in agreement signed by
all of the respective Locked-in Shareholders.
Admission, settlement and dealings
Subject to the Acquisition being approved and the Scheme being implemented in
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