REG - Boston International - Heads of Terms Signed re Potential Acquisition

Boston International HoldingsAnnouncement

05/10/2023 07:00

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RNS Number : 7407O  Boston International Holdings PLC  05 October 2023

The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Article 7 of EU Regulation
596/2014 (which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018) ("UK MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this information is considered to be in
the public domain.

For immediate release

5 October 2023

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Potential Acquisition of Hyperion Development Corporation

The Company is pleased to announce that it has signed a non-binding heads of
terms with the Hyperion Development Corporation ("Hyperion"), a privately
owned company incorporated in the Seychelles, for the acquisition by the
Company of all the issued share capital of Hyperion in exchange for the issue
of new ordinary shares in the Company (the "Potential Acquisition").

Hyperion & Camel Gold

Hyperion holds 100% of the issued share capital of Camel Gold SRL ("Camel
Gold"), a company incorporated in Burkina Faso in West Africa, which owns a
100% interest in a gold & other precious metals exploration licence (the
"Yansse Gold Project"), located approximately 120 kilometres to the southeast
of the capital city of Ougadougou in the provinces of Ganzourgou and Boulgou
in Burkina Faso. The Yansse Gold Project comprises an exploration licence
("Yansse") with an area of 47,404 square kilometres, awarded in May 2019 for a
total tenure of up to nine years, and on expiry, an application can be made to
the Ministry of Mines for transfer to a mining licence subject to satisfactory
exploration and feasibility studies. Camel Gold also has outstanding permit
applications in the Burkina Faso Mining Cadastre for two further gold &
other precious metals exploration licences located immediately adjacent to
Yansse and which indicate a regional continuation of a major geological shear
zone favourable for the occurrence of gold deposits and marked by intense
local artisanal mining activities.

The Company considers Yansse to be a potentially significant high impact
exploration opportunity which has been the focus of investment by Hyperion
through a targeted work programme which has demonstrated the overall
prospectivity for a potential gold deposit with the presence of potential
multiple exploration targets.  The Yansse licence is both on geological trend
(Birimian greenstone belt) and geologically analogous to the Kiaka, Bombore
and Sanbrado commercial deposits which are all located within 30 kilometres of
the licence boundary.

Christopher Pitman (Chairman of BIH), an experienced resource geologist, will
shortly be appointed as director of Hyperion with full authority on behalf of
the Hyperion board to progress the transaction in order to meet the FCA's
deadline date of 1 December 2023 for a 'complete submission' to the FCA and
re-admission of the Company's shares to listing on the FCA's Official List
(standard segment) with a market capitalisation of less than £30 million.

Potential Acquisition/RTO

The Potential Acquisition, if completed, would result in the Company's
existing shareholders having a minority interest in the enlarged group (the
"Enlarged Group") and would constitute a reverse takeover ("RTO") under the
FCA's Listing Rules since, inter alia, in substance it would result in a
fundamental change in the business of the Company.

The Potential Acquisition remains subject, inter alia, to completion of
customary due diligence and regulatory approvals and there is therefore no
certainty that the Potential Acquisition will proceed.  In addition, the
Potential Acquisition would be conditional on:-

-      approval by shareholders of the Company at a general meeting
(including approval of a waiver resolution for the purposes of Rule 9 of the
City Code on Takeovers and Mergers in relation to the resultant Hyperion
shareholders position), notice of which would be sent to the Company's
shareholders in due course;

-      completion of an equity fundraising in order to provide additional
capital for the Enlarged Group for the financing the exploration and
development of its Yansse Gold Project; and

-      publication of a prospectus and agreeing the eligibility in
respect of the Enlarged Group (both subject to the FCA approval) and admission
of the Enlarged Group to listing on the FCA's Official List (standard segment)
and to trading on the London Stock Exchange's main market for listed
securities (the "Readmission").

Continuation of Suspension of Listing

The listing of the Company's existing issued ordinary shares on the FCA's
Official List (standard segment) was suspended on 27 April 2023 and, as set
out in the Company's announcement on 29 September 2023, it is to remain
suspended until either termination of the Proposed Transaction or Readmission.

Christopher Pitman, Chairman of Boston International Holdings plc, commented:

"We are delighted to have entered into heads of terms to acquire an attractive
gold exploration business centred on the major West African gold bearing
Birimian greenstone belt. This transaction has been one of numerous
acquisition opportunities reviewed by the board of directors and we believe
that Hyperion offers both significant potential upside value for our
shareholders as well as the probability of meeting the FCA 2023 December
deadline for listed shell companies."

For more information, please contact:-

 Boston International Holdings Plc
 Christopher Pitman, Chairman                  +44 (0) 7768 104329
 Beaumont Cornish Limited (Financial adviser)
 Roland Cornish / Asia Szusciak                +44 (0) 20 7628 3396
 Peterhouse Capital Limited (Broker)
 Lucy Williams / Duncan Vasey                  +44 (0) 20 7469 0930

 

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