Amur Minerals Corp - Proposed Reverse Takeover
13/05/2024 07:00
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RNS Number : 0703O Amur Minerals Corporation 13 May 2024
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13 May 2024
AMUR MINERALS CORPORATION
(AIM: AMC)
Proposed Reverse Takeover
Publication of Admission Document
Proposed Acquisition of Extruded Pharmaceuticals Limited
Proposed Share Consolidation, Change of Name and Board Changes,
Admission of the Enlarged Share Capital to trading on AIM and Notice of
General Meeting
Notice of Annual General Meeting
Amur Minerals Corporation ("Amur" or the "Company"), which has been
reclassified as an AIM Rule 15 cash shell, is pleased to announce that further
to the announcement of 4 March 2024, the Company has now executed a sale and
purchase agreement ("SPA") to conditionally acquire the entire issued and to
be issued share capital of Extruded Pharmaceuticals Limited ("Extruded
Pharmaceuticals" or "EPL"), a UK-based drug delivery technology company which
is focused on improving the performance of cancer treatments for solid tumours
through the local delivery of chemotherapy drugs (the "Proposed Transaction"
or "Acquisition").
The Proposed Transaction constitutes a reverse takeover pursuant to Rule 14 of
the AIM Rules for Companies (the "AIM Rules") and, accordingly, is conditional
upon, among other things, the approval of Shareholders at a General Meeting of
the Company to be held at 10.30 a.m. (or as soon thereafter as the Company's
AGM concludes) on 29 May at the offices of Fieldfisher LLP, Riverbank House, 2
Swan Lane, London, EC4R 3TT.
Pursuant to Rule 15 of the AIM Rules, the Company's Existing Ordinary Shares
will remain suspended from trading on AIM until completion of the Proposed
Transaction. Trading in the Ordinary Shares will commence at admission, which
is expected to be at or around 8 a.m. on 31 May 2024 ("Admission").
Highlights
· Proposed Acquisition of the entire issued and to be issued share
capital of Extruded Pharmaceuticals Limited for an aggregate consideration of
£5.5 million, to be satisfied by the issue of 23,939,986 New Ordinary Shares
(the "Consideration Shares");
· Proposed share consolidation at a ratio of 1:160 (the "Share
Consolidation");
· Proposed change of name to CRISM Therapeutics Corporation; and
· Proposed board changes, conditional on Admission, with the
resignation of each of Robert Schafer, Robin Young, Thomas Bowens and Paul
Gazzard, and the appointments of Dr Nermeen Varawalla as Independent
Non-Executive Chair, Andrew Webb as Chief Executive Officer, Dr Christopher
McConville as Chief Scientific Officer and Gerald Beaney as Independent
Non-Executive Director.
Background on EPL
Extruded Pharmaceuticals has developed an innovative drug delivery technology
to improve the clinical performance of cancer drugs as treatments for solid
tumours via local delivery directly into the tumour tissue.
ChemoSeed, EPL's lead product, can be implanted directly into a tumour or the
resection margin following the removal of a tumour, thereby ensuring that
effective therapeutic concentrations of chemotherapy drugs directly reach the
tumour tissue. ChemoSeed will be used to treat high grade gliomas, a brain
tumour with no satisfactory treatment. Brain tumours are the biggest cancer
killer of children and adults under the age of 40. ChemoSeeds would be
implanted in the tumour cavity following surgical removal of the brain tumour,
thereby allowing the chemotherapy to bypass the blood brain barrier, which
prevents drugs from reaching the tumour and being able to be effective.
Furthermore, administering chemotherapy locally to the tumour using ChemoSeed
minimises the serious unwanted side effects of chemotherapy while increasing
its efficacy.
ChemoSeed addresses a significant, unmet medical need in the treatment of high
grade glioma. There are no current cures and present treatments merely seek to
simply extend life, often by just a few months, with serious adverse side
effects.
Each ChemoSeed consists of the chemotherapeutic drug, irinotecan, and the
biodegradable polymer PLGA, both of which have been previously administered to
the brain with no toxicity issues. This, combined with the unmet medical needs
of the target market for ChemoSeed, means EPL could potentially receive
conditional marketing authorisation in the UK on the back of positive Phase II
clinical trial data. This authorisation could be received as early as 2028,
therefore reducing the time and cost to commercialisation of irinotecan loaded
ChemoSeeds for high-grade glioma and bringing a new treatment to the market
for a serious unmet medical need. EPL plans to develop ChemoSeed products for
other cancers where a local drug delivery strategy would be of benefit, such
as pancreatic, prostate, bladder, breast and liver cancers.
EPL intends to submit a Clinical Trial Application in H2 2024 and commence a
Phase II Clinical Trial in Q4 2025.
Further information on the Acquisition, EPL and the resolutions to be proposed
at the General Meeting (the "Resolutions") can be found in the Company's
Admission Document and the Notice of General Meeting set out therein, which is
available on the Company's website at www.amurminerals.com and will be posted
today to Shareholders.
Robin Young, CEO of Amur, commented:
"Amur shareholders have the opportunity to invest in an innovative UK based
pharmaceuticals company whose lead product has the potential to save lives and
to improve medical outcomes for cancer patients. I have been very impressed
with EPL's management team during the course of this transaction and believe
they will deliver on their development plans to the benefit of patients,
shareholders and also wider society. The board has no hesitation in
recommending the acquisition to our shareholders and to vote in favour of the
Resolutions as we intend to do so in respect of our own shareholding."
Andrew Webb, CEO of EPL, commented:
"I would like to thank Robin and his team for the confidence that they shown
in Extruded Pharmaceuticals. Innovation in the UK requires support and
funding, which this transaction will bring for EPL. I am looking forward to
leading a public company and delivering on our strategy for the benefit of
Amur shareholders and affected patients.
"EPL is focused on addressing the high unmet medical need caused by aggressive
solid tumours and our lead product, ChemoSeed, is focused on brain cancer.
Glioblastoma is a high grade brain tumour where the standard of care has
remained unchanged for decades. ChemoSeed has the potential to become a
transformational option for this devastating condition, owing to its novel
delivery mechanism in which a chemotherapy drug is implanted directly into the
tumour site following neurosurgery, thereby seeking to prevent any tumour
regrowth.
"We have a clear strategy for progressing ChemoSeed through development and
commercialisation with support of organisations such as the Tessa Jowell BRAIN
MATRIX clinical trial team. We look forward to the successful acquisition by
Amur and then, as a quoted company, to providing regular updates to
shareholders on our progress."
Webcast for Shareholders
A webcast will be hosted shortly in which Robin Young, CEO of Amur, and Andrew
Webb, CEO of EPL, will provide a presentation on the planned acquisition of
EPL. Details of the webcast, which will include an opportunity for Q&A,
will be announced by RNS and details will also be provided on the Company's
website www.amurminerals.com.
The Admission Document and Notice of General Meeting will be posted to
shareholders today and are also available on the Company's website at
www.amurminerals.com (http://www.amurminerals.com) . Defined terms used in
this announcement carry the same meanings as those ascribed to them in the
Company's Admission Document, unless the context requires otherwise.
Enquiries:
Company Nomad and Broker Financial PR
Amur Minerals Corp. S.P. Angel Corporate Finance LLP Buchanan
Robin Young CEO Richard Morrison Mark Court mark.court@buchanancomms.co.uk
Adam Cowl Jamie Hooper jamie.hooper@buchanancomms.co.uk
+1 (925) 408-4621 +44 (0) 20 3470 0470 +44 (0) 20 7466 5000
Forward-Looking Statements
This announcement may contain forward-looking statements. Words such as
"expects", "anticipates", "may", "should", "would", "could", "will",
"intends", "plans", "believes", "targets", "seeks", "estimates", "aims",
"projects", "pipeline" and variations of such words and similar expressions
are intended to identify such forward-looking statements and expectations.
These statements are not guarantees of future performance or the ability to
identify and consummate transactions and involve certain risks, uncertainties,
outcomes of negotiations and due diligence and assumptions that are difficult
to predict, qualify or quantify. Therefore, actual outcomes and results may
differ materially from what is expressed in such forward-looking statements or
expectations. Among the factors that could cause actual results to differ
materially are: the general economic climate, competition, interest rate
levels, loss of key personnel, the result of legal and commercial due
diligence and changes in the legal or regulatory environment.
Expected Timetable of Principal Events
Publication of the Admission Document 13 May 2024
Latest time and date for receipt of Forms of Direction 10.30 a.m. on 23 2024
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 24 2024
Time and date of the General Meeting 10.30 a.m. on 29 May 2024
Record Date of the Share Consolidation 6.00 p.m. on 30 May 2024
Completion of the Acquisition, Admission of the New Ordinary Shares, and 8.00 a.m. on 31 May 2024
commencement of dealings on AIM
Expected date for New Ordinary Shares to be credited to CREST accounts 31 May 2024
Despatch of definitive certificate for New Ordinary Shares by 14 June 2024
All of the above timings refer to London time unless otherwise states. All
future times and / or dates referred to in the Admission Document are subject
to change at the discretion of the Company and its advisers.
Key statistics
Number of Existing Ordinary Shares 1,392,872,315
Number of New Ordinary Shares in issue immediately following the Share 8,705,289
Consolidation
Number of New Ordinary Shares to be issued pursuant to the Acquisition 23,939,986
Number of New Ordinary Shares to be issued pursuant to the Bonus Issue 32,875
Number of New Ordinary Shares in issue upon Admission, following the Share 32,678,150
Consolidation and Bonus Share Issue and Consideration Share issue
Consideration Shares as a percentage of the Enlarged Share Capital 73.26 per cent.
Estimated Market capitalisation of the Company on Admission £7.5 million
Estimated value of each New Ordinary Share at Admission 23.0 pence
TIDM, with effect from Admission CRTX
New Ordinary Share ISIN VGG042401262
New SEDOL BS60QF6
LEI 213800XFW6MKVCHHPW88
Recommendation of the Existing Directors
The Directors of Amur believe that EPL is a strong acquisition candidate. As
EPL's lead product, ChemoSeed, addresses a significant unmet medical need in
the treatment of high grade glioma (HGG). There are no current cures for HGG
and present treatments have serious adverse side effects and seek to extend
life often for just a short period. Moreover, the Board, believes that the
Acquisition represents a compelling investment opportunity for the following
reasons:
• The Acquisition represents an attractive entry point for the
Company's shareholders in EPL's life cycle given the potential for enhanced
shareholder value as the Company progresses through clinical trials and
commercialisation of its lead product, ChemoSeed.
• Potential for rapid progression to clinical trials, assuming no
need for further toxicology trials, which would reduce time to conditional
marketing authorisation by six to nine months and direct costs of development
by £400,000.
• Based on available animal data, the Tessa Jowell BRAIN MATRIX
Scientific Advisory Board has approved the inclusion of ChemoSeed in its Phase
II platform clinical trial, which represents an efficient and cost-effective
opportunity for clinical development.
• Target markets have orphan disease designation, meaning that
ChemoSeed could receive conditional marketing authorisation for high grade
glioma in the UK following positive Phase II clinical trials.
• EPL expects to begin its first clinical trial in late 2025.
Should the trial generate positive results, given the unmet need for new
treatments, this may enable the Enlarged Group to commercialise the product
for both sales of the ChemoSeed and licensing of the platform technology.
• If ChemoSeed works well in clinical trials, the Board
anticipates ChemoSeed may get approval for compassionate use for other solid
tumours where surgical resection takes place or there is ease of access to the
tumour.
• All the necessary intellectual property for ChemoSeed is owned
by EPL, which has submitted patent applications across key jurisdictions.
• The Acquisition will position the Enlarged Group for the next
stage of development by further raising its profile and providing it with a
well-funded platform for future organic growth and access to wider pools of
capital.
• The Acquisition values the current Amur cash shell at £1.95
million, a substantial uplift of 56.0 per cent. on the market capitalisation
of £1.25 million at the time of the Company's suspension in September 2023.
• The continued listing and liquidity of the Company's shares is
contingent upon the completion of the Acquisition. The Acquisition will allow
current Amur shareholders to benefit from any appreciation in the share price
of the Company following Admission.
The Existing Directors of the Company unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the General Meeting as
they intend to do so in respect of their own beneficial shareholdings
amounting to, in aggregate 21,040,785 Existing Ordinary Shares, representing
1.51 per cent. of the Existing Share Capital.
In the event that the Resolutions are not approved by Shareholders, the
Acquisition and other Proposals will not occur. It is expected that the
Company's AIM listing will be cancelled with immediate effect resulting in
Shareholders owning shares in an unlisted company. In such circumstances, the
Directors would first settle all outstanding liabilities of the Company
(including the abort costs of this transaction), and then seek to authorise a
winding up of the Company, with any outstanding capital being returned to
Shareholders.
Share Purchase Agreement
The Company has entered into the SPA with the Sellers for the acquisition of
the entire issued share capital of EPL. The consideration for the Acquisition
is £5.5 million which will be settled by the allotment and issue of the
Consideration Shares. The Acquisition values Amur at £1.95 million. The SPA
includes fundamental warranties from the Sellers and customary warranties from
the Warrantors in favour of the Company. Completion of the Acquisition is,
inter alia, conditional on:
· the publication of the Admission Document;
· Amur's shareholders approving all Resolutions at the General
Meeting, aside from the Share Consolidation Resolution;
· no material adverse change having occurred; and
· Admission becoming effective.
Provided that all of the conditions set out above are satisfied, the
Acquisition shall be completed concurrent with Admission.
Following Admission, the Sellers will own approximately 73.26 per cent. of the
share capital of the Enlarged Group.
The Sellers have agreed to be locked in for a period of 12 months from
Admission and thereafter subject to certain orderly market arrangements for a
further 12 months.
Proposed Board Changes
Conditional upon Admission, each of Robert Schafer, Robin Young, Thomas Bowens
and Paul Gazzard have agreed they will resign their positions as Directors of
the Company.
On Admission, Dr Nermeen Varawalla will be appointed to the Board as
Independent Non-Executive Chair, Andrew Webb as Chief Executive Officer, Dr
Christopher McConville as Chief Scientific Officer, and Gerald Beaney as
Independent Non-Executive Director (the "Proposed Directors").
Proposed Share Consolidation
The Company's current issued share capital consists of 1,392,872,315 Existing
Ordinary Shares. The Directors consider that the number of Existing Ordinary
Shares in issue is higher than would generally be expected for a company of
its size on AIM and the Directors believe that this could negatively affect
investors' perception of the Company. The Directors believe therefore that it
is in the best interests of the Company for there to be a 1:160 share
consolidation to reduce the number of ordinary shares in issue and increase
the share price with a view to decreasing the spread between the bid and offer
prices. Under the Share Consolidation, holders of Existing Ordinary Shares
will receive 1 New Ordinary Share for every 160 Existing Ordinary Shares and
so in proportion to the number of Existing Ordinary Shares held on the Record
Date.
Following the Share Consolidation, Shareholders will still hold the same
proportion of the Company's ordinary share capital as before the Share
Consolidation and the New Ordinary Shares will carry equivalent rights under
the Articles to the Existing Ordinary Shares.
Following the Share Consolidation and assuming the maximum number of New
Ordinary Shares are issued pursuant to the Proposals, the Company's issued
ordinary share capital will comprise 32,678,150 New Ordinary Shares.
In accordance with the New Articles as the same are proposed to be in force at
the time of the Share Consolidation, any fraction of a New Ordinary Share
resulting from the Share Consolidation shall automatically be acquired by the
Company from the Shareholder who would otherwise be the holder thereof for no
consideration and without any requirement for the consent of such Shareholder.
For the avoidance of doubt, the Company is only responsible for dealing with
fractions of New Ordinary Shares arising on registered holdings. For
Shareholders whose shares are held in the nominee accounts of stockbrokers,
intermediaries, or other nominees, the effect of the Share Consolidation on
their individual shareholdings will be administered by the stockbroker or
nominee in whose account the relevant shares are held. The effect is expected
to be the same as for shareholdings registered in beneficial names, however,
it is the stockbroker's responsibility to deal with fractions arising within
their customer accounts, and not the Company's.
Proposed Change of Name
Assuming the Resolutions are approved by Shareholders, the Company will
commence trading on its readmission to AIM under the new name of CRISM
Therapeutics Corporation.
Significant Shareholders
On Admission, the Company's significant shareholders holding 3 per cent. or
more of the Enlarged Share Capital, are expected to comprise:
Name Number of New Ordinary Shares Percentage of Enlarged Share Capital
Andrew Webb 6,088,856 18.63
Chris McConville 4,908,700 15.02
Brian Murray 4,908,700 15.02
David Lawton 4,908,700 15.02
Linista Group Inc 1,475,710 4.52
*the above interests reflect the effect of the Share Consolidation, assuming
this is approved at the Company's General Meeting.
Notice of General Meeting
In accordance with Rule 14 of the AIM Rules, completion of the Proposed
Transaction is subject to approval by Shareholders, to be sought at a
forthcoming General Meeting of the Company, to be held at 10.30 a.m. (BST) (or
as soon thereafter as the Company's AGM concludes) on 29 May 2024 at the
offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT,
formal notice of which is incorporated in the Company's Admission Document.
The Resolutions seek, conditional on Admission, to approve, amongst other
things, the Acquisition, the change of the Company's name, the Share
Consolidation, and the adoption of the amended articles of association.
Notice of Annual General Meeting
The Company also announces that its Annual General Meeting will be held at
10.00 a.m. (BST) on 29 May 2024 at the offices of Fieldfisher LLP, Riverbank
House, 2 Swan Lane, London, EC4R 3TT, UK. Details of the resolutions for
consideration can be downloaded from the Company's website.
The 2023 Annual Report and Notice of Annual General Meeting, together with the
Admission Document and Notice of General Meeting will be posted to
Shareholders today. Details of the resolutions for consideration can be
downloaded from the Company's website, www.amurminerals.com
(http://www.amurminerals.com) .
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for the Ordinary Shares
to be admitted to trading on AIM. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will commence on AIM at
8.00 a.m. on 31 May 2024. Trading in the Company's Existing Ordinary Shares
will remain suspended until such time.
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the New
Ordinary Shares may take place within the CREST system if a Shareholder so
wishes. In respect of Shareholders who will receive New Ordinary Shares in
uncertificated form, New Ordinary Shares will be credited to their CREST stock
accounts on or around 31 May 2024. Shareholders who wish to receive and retain
share certificates are able to do so and share certificates representing the
New Ordinary Shares to be issued pursuant to the Proposals are expected to be
despatched by post to such Shareholders by 14 June 2024.
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