REG - AIM - Schedule one - AEX Gold Inc.

TMXAnnouncement

09/07/2020 16:35

RNS Number : 5852S
  
AIM
  
09 July 2020
  
 

 
 




ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")




 




COMPANY NAME:




AEX Gold Inc. ("AEX" or the "Company")
 




COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :




c/o Bennett Jones LLP
3400 One First Canadian Place
PO Box 130
Toronto, Ontario M5X 1A4
Canada
 




COUNTRY OF INCORPORATION:




Canada
 




COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:




www.aexgold.com  
 




COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:




AEX Gold's principal business objectives are the identification, acquisition, exploration and development of gold properties in Greenland.   
 
The Company's principal asset is a 100% interest in the Nalunaq gold project, an advanced exploration stage property with an exploitation licence which includes the previously operating Nalunaq gold mine.  The Company's primary focus is putting the mine back into production.  The Nalunaq Licence also hosts extensive exploration and development potential.  Additionally, the Company holds multiple exploration licences in South Greenland providing a number of regional exploration targets.  All licences are held through AEX's wholly-owned Greenlandic subsidiary, Nalunaq A/S. 
 
The Nalunaq gold mine has historically produced over 350,000 ounces of gold at an average grade of approximately 16 grams per tonne between 2004 and 2009 when operated by Crew Gold.  
 
Nalunaq is a high-grade underground gold mine, hosting an updated inferred mineral resource estimate of 250,970 ounces of gold in 422,770 tonnes at 18.5 grams per tonne. The mine has extensive development work completed and extensive operational infrastructure is in place. 
 
The Company's focus is to be a full cycle gold company, with efficient, cost competitive production, whilst conducting exploration of this highly under explored region with the intention of adding additional resources and reserves for development or potentially sale. 
 
The Company also aims to be sustainable in its work, ensuring a strong focus on the environment and supporting the local communities by involving them in operations.
 




DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):




Pre-Admission: 82,434,020 Common Shares with no par value
Post-Admission: [TBC] Common Shares with no par value
 
No transferability restrictions other than customary (AIM Rule 7) lock-ups at Admission.
 
Any shares sold to Canadian investors as part of the transaction will be subject to a 4 month and 1 day hold period.  
 




CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:




Primary capital raise: £45 million
Expected market capitalisation: £90 million
 




PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:




7.5% of outstanding share capital
 




DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:




AEX has an existing listing on the TSX Venture Exchange ("TSX-V") in Canada which it will retain following Admission to AIM.
 




FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):




Eldur Olafsson - Founder, President and CEO 
 
Graham Duncan Stewart - Independent Chairman 
 
George Fowlie - Chief Financial Officer 
 
Georgia Margaret Quenby - Independent Non-Executive Director
 
Robert Menard - Non-Executive Director
 
Sigurbjorn ("Siggi") Thorkelsson - Independent Non-Executive Director
 




FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):




 




Shareholder


Pre-Admission


Post-Admission




% OSC


% OSC




FBC Holdings S.a.r.l (1)


17.26%


[TBC]




Eldur Ólafsson (2)


9.32%


[TBC]




Fossar Holdings Ltd (3)


7.50%


[TBC]




Crossroads Holdings Sarl


7.14%


[TBC]




SISA (4)


6.39%


[TBC]




Greenland Venture A/S


6.39%


[TBC]




Vaekstfonden


6.39%


[TBC]




KP ehf


3.27%


[TBC]




Umbra ehf


3.01%


[TBC]




(1) Of this holding, 12,289,562 Common Shares are held directly by FBC Holdings Sarl and 1,935,000 Common Shares are held by AEX Gold Limited, an indirect wholly-owned subsidiary of FBC Holdings Sarl. FBC Holdings Sarl is an entity controlled by Cyrus Capital Partners LP.
(2) His holding is held through Vatnar Sarl (6,260,858 Common Shares pre-Admission) and Vatnar EHF (1,423,305 Common Shares pre-Admission).
(3) Fossar Holdings Ltd is a company that is jointly owned by Sigurbjorn Thorkelsson and his wife. It is the holding company for Fossar Ltd (which owns 3,382,732 of such Common Shares) and Fossar ehf (which owns 2,800,658 of such Common Shares, of which 966,750 are held on its behalf by Roytor & Co.).  
(4) SISA is the Greenland Pension Fund. The Company announced on 6 May 2020 that SISA had acquired a third of the holdings of Greenland Venture A/S and Vaekstfonden. This share transfer is in the final stages of completing and is expected to complete ahead of or shortly after Admission.  
Note: According to the registered list of shareholders of the Company as at 25 June 2020, CDS & Co. holds 30,084,789 existing Common Shares. CDS & Co. is the recognised depository through which uncertified shares are held in Canada. Accordingly, some of the Common Shares in the table above are included with amounts held by CDS & Co.
Note: The Company may not have accurate information regarding beneficial Shareholders of the Company as it is not entitled to such information and cannot access such information under Canadian securities laws. Further, under the securities laws of Canada the threshold for the disclosure of interests in the share capital of the Company is 10 per cent. Accordingly, the Company cannot necessarily be aware of interests below this figure.




NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:




 
No persons to be disclosed in accordance with Schedule 2, Paragraph (H) of the AIM Rules.
 




(i)         ANTICIPATED ACCOUNTING REFERENCE DATE 
(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:




(i)         31 December
(ii)        31 December 2019
(iii) 30 September 2020 (in respect of 6 months ended 30 June 2020), 30 June 2021 (in respect of year ended 31 December 2020), 30 September 2021 (in respect of 6 months ended 30 June 2021)
 
As an existing TSX-V listed company, AEX prepares quarterly reports which are made available on its website and www.sedar.com in addition to the requirements of AIM Rules 18 and 19. 
 




EXPECTED ADMISSION DATE:




29 July 2020
 




NAME AND ADDRESS OF NOMINATED ADVISER:




Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
 




NAME AND ADDRESS OF BROKER:




Stifel Nicolaus Europe Limited
150 Cheapside
London
EC2V 6ET
 




OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:




Copies of the Admission Document will be available free of charge to the public during normal business hours on any day (except Saturdays, Sundays and public holidays) at the offices of K&L Gates LLP, One New Change, London, EC4M 9AF and from the Company's website www.aexgold.com.
 




THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY




As a result of its listing on the TSX-V and being a reporting issuer in the Canadian province of Ontario, the Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators and as a result has already established corporate governance practices and procedures appropriate for a publicly listed company in Canada. The Company complies with Canadian corporate governance standards appropriate for publicly listed companies including NI 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices, and NP 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company.
 
The Board further complies with the recommendations set out in the corporate governance guidelines for smaller quoted companies published by the Quoted Companies Alliance, with the exception of Principle 7 relating to the evaluation of board performance, which the Board will implement ahead of its next Annual Report.  
 




DATE OF NOTIFICATION:




9 July 2020
 




NEW/ UPDATE:




NEW
 




 


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