REG - Ormonde Mining PLC - Proposed Cancellation of Trading on AIM & Euronext

Ormonde MiningAnnouncement

27/07/2023 18:30

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RNS Number : 4795H  Ormonde Mining PLC  27 July 2023

27 July 2023

 

 

Ormonde Mining plc

 

(Ormonde or the Company)

 

Proposed Cancellation of Admission to Trading on AIM and Euronext Growth

 

As stated in the announcement of the Company's proposed investment in TRU
Precious Metals Corp (TRU) on 30 June 2023, the Board of Ormonde proposes to
seek Shareholder approval to cancel the admission of the Company's ordinary
shares (the Ordinary Shares) to trading on AIM and Euronext Growth (the
Cancellation). The Company will be posting a circular to shareholders next
week in connection with the proposed Cancellation (the Circular).

 

The Circular will set out the background to and reasons for the Cancellation
and additional information on the implications of the Cancellation for the
Company and its Shareholders.

 

Cancellation of Admission

Reasons for the proposed Cancellation

Ormonde proposes to invest CAD$3 million in TRU (the Investment) in return for
a 36.2% interest in its current issued share capital. This amounts to 80% of
Ormonde's available current cash resources. Subject to the exercise of the
warrants Ormonde has the opportunity to invest a further $2.25million in TRU
to increase its interest in the issued share capital of TRU to 46%.

Post completion of the Investment in TRU the Company's other investments will
be:

·    Investment in Peak Nickel Ltd (cost £512,500)

·    Deferred consideration receivable from sale of La Zarza property
(€1.5million)

·    Interests in Spanish licenses (currently lapsed, in course of
renewal) (Book asset value of €157,000)

TRU is listed on the TSX-V in Canada and it is intended that post completion
of the Investment a substantial element of the strategic focus of Ormonde's
exploration activity will be in TRU's future activity. Taking all this into
account the Board, in determining the future trajectory and strategic focus of
activity of the enlarged Group and the most appropriate market for listing,
has given consideration to the following factors:

 

i.      A substantial proportion of the Company's activities will
comprise the exploration activity undertaken through TRU, which is located in
Newfoundland, Canada, a region which is experiencing vibrant exploration and
mining M&A activity;

ii.     Should the Investment be approved, Ormonde will be the largest
shareholder in TRU. Under TSX-V Rules, it will be designated as having a
Controlling Interest in TRU, and shall be entitled, under the provisions of
the Subscription Agreement, to appoint a majority of the board of TRU.  The
existing TRU management team has considerable experience in mining M&A
activity, while the Ormonde technical team has extensive experience in
geological and mining activity, the combination of which will be brought to
bear on TRU's future development;

iii.    TRU has a listing on the TSX-V, a Canadian market which is
considered by the Board to be more appropriate for the raising of capital for
activity in the region and the market in which the TRU team operate; and

iv.   The investment in TRU constitutes a Reverse Takeover under AIM and
Euronext Growth Rules. To retain the listings on AIM and Euronext Growth,
Ormonde would have been required to publish an admission document for the
enlarged group which would have incurred significant time and expense.  The
Board determined that the scale of the Company's activities does not justify
the significant cost burden that an admission document for AIM and Euronext
Growth would require.

This decision also enables the Investment in TRU to proceed within the time
available to execute the transaction.

On the basis of consideration of all of the factors the Board has concluded
that it is most appropriate to cancel the listing on AIM and Euronext Growth
and to pursue alternative measures to provide liquidity for Ormonde
Shareholders in the medium term.

Effects of the Cancellation

In the event that the Cancellation Resolution is passed and the Admission of
the Company's Ordinary Shares to trading on AIM and Euronext Growth is
cancelled, Shareholders will no longer be able to buy and sell Ordinary Shares
in the Company through AIM or Euronext Growth. Accordingly, the Company would
no longer be subject to the rules and corporate governance requirements to
which companies admitted to trading on AIM and Euronext Growth are subject
(and accordingly shareholders will no longer be afforded the protections given
by the AIM Rules or the Euronext Growth Rules). Davy will cease to be the
Company's nominated adviser and broker. There will be no formal market for
shareholders to effect transactions in the Company's shares following
Cancellation unless an alternative trading facility is put in place.

 

Alternative trading facility

The Board, in considering the Investment, was mindful of providing
Shareholders with a mechanism or alternative arrangement for trading the
Ordinary Shares.

Accordingly, the Board is actively pursuing the introduction of the Ordinary
Shares of the Company to an alternative share exchange. In this regard the
Company intends to apply to have its Ordinary Shares traded on the AQSE Growth
Market, a Recognised Growth Market, based in London, subject to approval by
AQSE Regulation. In the event that the Company's shares are admitted to
trading on the AQSE, the Company will be subject to the regulations and
corporate governance of the AQSE Exchange.

The Board believes that this initiative would result in significant ongoing
cost savings when compared to maintaining the Company's listings on AIM and
Euronext Growth, while providing Shareholders with a platform for trading in
the Ordinary Shares.

In the event that the Cancellation is approved, and whether or not the
application for admission to the AQSE Growth Market is successful, the Board
will continue to maintain the highest standards of corporate governance,
integrity and social responsibility, and disclosure. The Company at present
applies the Quoted Companies Alliance (QCA) Corporate Governance Code, to the
extent applicable to a company of its size, and shall continue to do so, while
continuing to publish its interim and final results and regular announcements
to keep Shareholders fully appraised of the information available.

 

Cancellation Process

In accordance with the AIM Rules and the Euronext Growth Rules, the Company
has notified the London Stock Exchange plc and Euronext of the proposed
Cancellation.

Pursuant to the AIM Rules and the Euronext Growth Rules, the Cancellation can
only be effected by the Company after securing the resolutions of shareholders
in a general meeting passed by a requisite majority, being not less than 75
per cent of the votes cast (in person or by proxy) by shareholders (the
Resolutions).

Under the AIM Rules and Euronext Growth Rules, the Cancellation can only take
place after the expiry of a period of twenty Business Days from the date on
which notice of the Cancellation is given.  In addition, a period of at least
five Business Days following the shareholder approval of the Cancellation is
required before the Cancellation may be put into effect.  Accordingly, if the
Resolutions to cancel the Admission is approved, the Cancellation will become
effective at 7.00 a.m. on 5 September 2023.

Should the Cancellation Resolutions not be passed by Shareholders then the
resolution authorising completion of the Investment will not proceed.

Ormonde became a cash shell company following the sale of its La Zarza asset
last year. In the absence of the Investment proceeding, or an alternative
transaction that would constitute a Reverse Takeover under the AIM Rules and
the Euronext Growth Rules being executed prior to 4 October 2023, the AIM and
Euronext Growth listings will be cancelled on that date.

Extraordinary General Meeting

The Circular which will be posted to Shareholders next week, will include a
copy of the notice convening the Extraordinary General Meeting to be held at
the Maldron Hotel, located at Bellevue Ave, Merrion Road, Dublin, D04 K5C2,
Republic of Ireland at 11.30 a.m. on 25 August 2023 at which, inter alia, the
Cancellation Resolution will be proposed.

The Directors of the Company are responsible for the release of this
announcement.

 

 

 

 

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                            2023
 Publication of the Circular                                                31 July
 Latest time and date for receipt of Forms of Proxy for the EGM             11.30 a.m. on 23 August
 Extraordinary General Meeting                                                           11.30 a.m. on 25 August
 Expected date that admission to trading of the ordinary shares on AIM and  5 September
 Euronext Growth will be cancelled

 

 Expected Completion of the Investment in TRU Precious Metals   5 September

 

INVESTOR ENQUIRIES:

 Ormonde Mining
 plc                                           Brian
 Timmons,
 Chairman
 Tel: +353 (0)1 801 4184
 Vigo Consulting (Investor Relations)             Ben
 Simons / Charlie Neish

Tel: 44 (0)20 7390 0230
 Davy (Nomad, Euronext Growth Listing Sponsor and Broker)  Anthony Farrell
                                               Tel: +353
 (0)1 679 6363

 

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