Amur Minerals Corp - Result of General Meeting
24/08/2022 10:26
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RNS Number : 0768X Amur Minerals Corporation 24 August 2022
24 August 2022
AMUR MINERALS CORPORATION
(AIM: AMC)
Result of General Meeting
Amur Minerals Corporation ("Amur" or the "Company"), the nickel-copper
sulphide mineral exploration and resource development company focused on the
far east of Russia, is pleased to announce that the resolution put to
Shareholders at the General Meeting held today at 10:00 a.m. in connection
with the proposed Disposal of Kun-Manie announced on 08 August 2022 was
passed.
The total number of votes received on the resolution is as follows:
Votes For & Discretionary % In Favour Votes Against % Against Votes % of Available Voting Rights* Votes Withheld
Total
Resolution 1 297,476,633 93.76 19,810,447 6.24 317,365,617 20.56 76,537
* Available Voting Rights equals 1,392,872,315.
The Disposal remains conditional on:
• the consent of the Federal Antimonopoly Service of Russia or its
relevant territorial department to the Disposal being granted and such consent
not being conditional upon any further actions or omissions by any of the
parties to the Share Purchase Agreement;
• the approval under the Presidential Decree No. 81 dated 1 March
2022 and all ensuing Russian Federation regulatory statutes having been
granted on the terms required by applicable law, and not having been
subsequently revoked, and such approval not being conditional upon any further
actions or omissions by any party.
Robin Young, CEO of Amur, commented: "We are pleased with approval of the
Disposal. Firstly, on behalf of the Company, I would like to thank the
shareholders for their patience and support. The approved Disposal has
addressed the shareholders concerns following the previously attempted
disposal where in a more suitable structure and the declaration of a special
dividend to be paid post receipt of the closing payment were included. We
shall also assess various alternatives and considerations with regard to the
impact on shareholder taxation of the dividend on completion of the Disposal
upon payment of the funds.
"With the approval of the disposal, we shall also be updating the shareholders
as to our forward looking strategy to consider the undertaking of a Reverse
Take Over. Following receipt of the payment, we will turn our full attention
to the future of the Company where we endeavor to identify and secure another
business opportunity to deliver value to shareholders."
Future Strategy and Special Dividend
Now that the Disposal is approved by shareholders and assuming the outstanding
conditions are satisfied in accordance with its terms, the Company will move
forward as an AIM Rule 15 cash shell and retain cash balances of approximately
US$39 million after paying certain expenses and any taxes relating to the
Disposal.
Following receipt of the consideration of US$ 35 million, the Company intends
to pay a special dividend of 1.8 pence per share to be paid to Shareholders
within 90 days of Completion. The Company has received tax advice that the
Disposal is unlikely to attract capital gains or withholding tax to the
Company. The Board proposes that the record date and payment date for the
distribution of the post-Completion dividend shall be no later than 90 days
following receipt of the consideration payment.
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 be subject to 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 undertake 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.
Terms used and not defined in this announcement shall have the same meanings
given to them in the Circular sent to shareholders on 8 August 2022.
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) .
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