Amur Minerals Corp - Transaction Approvals Update
03/10/2022 12:35
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RNS Number : 5835B Amur Minerals Corporation 03 October 2022
3 October 2022
AMUR MINERALS CORPORATION
(AIM: AMC)
Transaction Approvals Update
Amur Minerals Corporation ("Amur" or the "Company") is pleased to announce
that it has been informed by Bering Metals LLC (the "Buyer") a Russian
incorporated company that it has successfully obtained the necessary consents
from the appropriate Russian Federation authorities to complete the Disposal
of its Kun-Manie nickel copper sulphide project. Shareholder approval on 24
August 2022 for the sale of its Russian subsidiary ("AO Kun-Manie") in the
total amount of US$35 million was contingent upon the Buyer obtaining the
following:
• 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.
Having been informed by the Buyer that the necessary permissions are granted,
both the Company and Buyer have now entered the final stage of the Completion
process wherein final documentation is being compiled allowing for final
transfer of the Company's wholly owned AO Kun-Manie subsidiary to the Buyer.
The parties have discussed and agree that completion is scheduled around 1
November 2022 ("Completion") with the one time payment of US$35 million
scheduled five days post Completion.
Robin Young, CEO of Amur, commented: "We are pleased that the Russian
Federation has approved the Disposal of our AO Kun-Manie wholly owned
subsidiary in the agreed amount of US$35 million. It is our intent to
advance to Completion as rapidly as possible given the ongoing geopolitical
situation where sanctions by various nation states continue to be modified on
an ongoing basis.
"As reported in various RNS releases and public domain news updates, a special
dividend of 1.8p is to be paid within 90 days of receipt of the closing
payment. With the key approvals now in hand, we shall complete our
assessment of the classification of the dividend regarding shareholder
taxation.
"Following Completion, we will turn our full attention to the future of the
Company, where we endeavour to identify and secure another business
opportunity to deliver value to shareholders."
Future Strategy and Special Dividend
Upon Completion, the Company will move forward as an AIM Rule 15 cash shell
and retain cash balances of approximately US$38 million after paying certain
expenses and any Company related taxes relating to the Disposal.
Following receipt of the consideration of US$ 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. 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.
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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