REG - Amur Minerals Corp - Completion of disposal of Kun-Manie for US$35M

Amur MineralsAnnouncement

06/03/2023 09:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230306:nRSF0000Sa&default-theme=true

RNS Number : 0000S  Amur Minerals Corporation  06 March 2023

06 March 2023

 

AMUR MINERALS CORPORATION

(AIM: AMC)

 

Completion of disposal of Kun-Manie Project for US$35 million

 

Amur Minerals Corporation ("Amur" or the "Company") is pleased to announce
that it, together with its wholly owned subsidiary Irosta Trading Limited
("Irosta"), has completed the previously announced (5 August 2022) sale of
100% of its interest in Irosta's wholly owned subsidiary, AO Kun-Manie
("Kun-Manie") to Bering Metals LLC ("Bering" or the "Buyer") for a total
consideration of US$35 million (the "Disposal"). This Disposal was approved by
shareholders on 24 August 2022.

 

Highlights

 

·    The Buyer has transferred the total consideration for the Disposal of
US$35 million to the Company and receipt of funds is expected imminently.  We
will update shareholders as soon as the consideration has been received by the
Company.

·    The divesture price represented a premium of 119% to the Company's
market capitalisation of 03 August 2022 and a 44% premium to the Kun-Manie
book value of US$24.3 million as at 31 December 2021.

·    The Disposal was recommended by Directors and was approved by
shareholders at a General Meeting held on 24 August 2022.

·    Following the receipt of the consideration of US$35 million, the
Company intends to pay a special dividend of 1.8 pence per share to
shareholders within 90 days of receipt of the consideration.

·    The Company will continue to be listed on AIM as a Rule 15 cash shell
which intends to provide enhanced opportunities to create and deliver
shareholder returns.

 

Robin Young, CEO of Amur, commented:

 

"The completion of the Disposal and the receipt of funds will be a positive
outcome for both the Company and its shareholders. We are pleased to have
achieved the sale of Kun-Manie which will enable the Company to move forward
in a new direction, which we envision will result in shareholders seeing real
value. In addition, we will be delighted to be able to pay the special
dividend of 1.8 pence which will be paid to shareholders within 90 days of
receipt of the consideration.

 

"We believe that the total consideration of US$35 million is a positive
outcome, given the particular set of circumstances that surrounded the
Disposal.

 

"The delay in the completion of the Disposal was due to potential sanctions
with regards to the 'Special Military Operation' and the potential risk
associated to a third party involved in the fund transfer. This is something
that the Company has successfully resolved, ensuring the Disposal was
compliant with the current geopolitical situation."

 

Future Strategy and Special Dividend

 

The Transaction is a fundamental disposal pursuant to Rule 15 of the AIM Rules
for Companies. Following the receipt of the consideration of US$35 million,
the Company intends to pay a special dividend of 1.8 pence per share to
shareholders within 90 days of receipt of the consideration.

 

The Directors intend to seek to acquire another company or business in
exchange for the issue of Ordinary Shares in a single transaction (a "reverse
takeover"), which will only be able to go forward with shareholder approval.
In considering the Company's future strategy, the Board will seek to identify
opportunities offering the potential to deliver value creation and returns to
shareholders over the medium to long-term in the form of capital and / or
dividends.

 

The Company will be required to make an acquisition or acquisitions which
constitute(s) a reverse takeover under AIM Rule 14 on or before the date
falling six months from the completion of the Disposal, or be re-admitted to
trading on AIM as an investing company under AIM Rule 8. Failing that, the
Company's Ordinary Shares would then be suspended from trading on AIM pursuant
to AIM Rule 40. If the Company's shares remain suspended for six months,
admission of the Company's shares will be cancelled.

 

Pursuant to Rule 14 of the AIM Rules, a reverse takeover transaction would
require the publication of an admission document in respect of the proposed
enlarged entity and would be conditional upon the consent of shareholders
being given at a general meeting.

 

Market conditions may have a negative impact on the Company's ability to make
an acquisition or acquisitions which would constitute a reverse takeover under
AIM Rule 14. There is no guarantee that the Company will be successful in
meeting the AIM Rule 14 deadline as described above.

 

 

About Bering Metals LLC

 

Bering Metals LLC is a Russian incorporated company controlled by Vladislav
Sviblov. Mr Sviblov is a Russian entrepreneur and shareholder in some major
mining and industrial assets including Highland Gold Mining, one of the
largest gold miners in Russia which Mr Sviblov acquired in 2020.  Mr Sviblov
has previously completed two additional major M&A transactions, namely the
acquisition of Trans-Siberian Gold in Kamchatka, and the assets of the Zoloto
Kamchatki group. In April 2022, Highland Gold Mining entered into a definitive
agreement to acquire the Russian assets of New York Stock Exchange-listed
Kinross Gold Corporation.

 

 

 

Market Abuse Regulation (MAR) Disclosure)

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

 

 Company               Nomad and Broker                   Public Relations

 Amur Minerals Corp.   S.P. Angel Corporate Finance LLP   BlytheRay
 Robin Young CEO       Richard Morrison                   Megan Ray

                       Adam Cowl                          Tim Blythe
 +44 (0) 7981 126 818  +44 (0) 20 3470 0470               +44 (0) 20 7138 3203

 

For additional information on the Company, visit the Company's website,
www.amurminerals.com (http://www.amurminerals.com) .

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFIFVAVLIRIIV