REG - Citius Resources PLC - Statement re. Suspension

Citius ResourcesAnnouncement

09/06/2022 07:45

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RNS Number : 2905O  Citius Resources PLC  09 June 2022

9 June 2022

Citius Resources Plc

 

("Citius" or the "Company")

 

Proposed Transaction and Suspension of Listing

 

Citius Resources plc (the "Company" or "Citius"), an investment company listed
on the London Stock Exchange, is pleased to announce that it has entered into
a binding Heads of Terms with regard to the possible acquisition of 100% of
the share capital of AUC Mining (U) Limited ("AUC') to be satisfied by the
issue of New Ordinary Shares of the Company ('the Proposed Transaction').

AUC holds the Kamalenge Gold Project in the Mubende Gold District, Uganda. The
Project has the potential to be a large and high-grade gold project based on
preliminary due diligence of the exploration work completed by the Company and
its consultants. AUC have completed extensive work and expenditures on the
Project over recent years yielding substantial drilling and exploration data
for the Company to advance.

Citius has agreed, subject to further due diligence, to acquire the entire
share capital of AUC for total consideration of £2,000,000 (two million
pounds), to be satisfied in full by the issue of 43,243,333,242 new shares of
the Company at an implied price of £0.04625 per share ("Acquisition"). Citius
will also undertake to raise further capital to support the future work
programme and for general working capital. The details of the work programme
will be finalised during the forthcoming due diligence phase.

 

Should the Acquisition complete, it would constitute a Reverse Take Over
(" RTO ") under the Listing Rules and accordingly, the Company would apply
for the re-admission of its shares to the Official List and the Main Market of
the London Stock Exchange.

Therefore, at the request of the Company, the FCA has suspended the Company's
listing on the standard segment of the Official List and trading on the Main
Market of the London Stock Exchange has also been suspended as of 7.30am
today, pending the publication of a prospectus providing further detail on AUC
and the Company as enlarged by the Acquisition, or an announcement that the
Acquisition or RTO is not proceeding.  Should the RTO not proceed, then the
Company would need to apply for the suspension to be lifted and for trading to
be restored.

The Proposed Transaction remains subject to due diligence, completion of the
acquisition and re-listing of the enlarged group on the Official List.

 

Cameron Pearce, Executive Director commented:

 

"Citius was formed for the purposes of acquiring a natural resources asset and
the Board is fortunate, having reviewed several projects, to now be in a
position to reach an investment decision, subject to further due diligence.
The Kamalenge Gold Project is a highly exciting project given the exploration
work to date and indications that it may host a large and high-grade gold
project. We will be working with AUC to complete the due diligence and
prospectus for the relisting of the Company as soon as practicable.

The board of Citius, which already has existing experience in operating in
Uganda, looks forward to keeping shareholders informed of further developments
in what we believe is a compelling transaction for shareholders of the
Company".

 

 

 Contact details:

 Citius Resources Plc

 Cameron Pearce             Tel: +44 (0)1624 681 250

                            cp@pangaeaenergy.co.uk
 Tavira Securities Limited

 Jonathan Evans             Tel: +44 (0)20 7330 1833

                            jonathan.evans@tavirasecurities.com
 Shard Capital Partners

 Damon Heath                Tel: +44 (0)20 7186 9927

                            damon.heath@shardcapital.com

 

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