REG - Wishbone Gold PLC - Update, Potential Reverse Takeover and Suspension

Wishbone GoldAnnouncement

23/01/2025 07:15

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RNS Number : 4352U  Wishbone Gold PLC  23 January 2025

 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

 

 

 23rd January 2025

 

Wishbone Gold Plc

("Wishbone" or the "Company")

Index: AIM & AQSE: WSBN / Sector: Natural Resources

 

Strategic Update, Potential Reverse Takeover and Suspension of Trading on AIM
and AQSE

 

Further to the announcement by the Company on 26(th) November 2024 in which it
said it would be looking to expand its field of operations, Wishbone announces
that it has signed non-binding Heads of Terms ("HoT") for the acquisition by
Wishbone of Evrensel Global Natural Resources Ltd ("EGNR") its subsidiaries
and associated projects ("Potential Transaction"). This is part of a major
restructuring of Wishbone which may include the disposal of some assets and
the closure of various subsidiaries.

 

Given the nature of this restructuring this constitutes a reverse takeover
under Rule 14 of the AIM Rules for Companies and also under the Rules of the
AQSE Growth Market Access Rule Book (AQSE Rules); accordingly the Company's
shares will be suspended from trading.

 

 

Strategic Update

 

In the light of Market conditions for small mineral exploration companies
raising money on the Market to support their ongoing operational needs, the
Board has come to the decision that its existing operations in Australia do
not, in their present state, form a financially viable basis for the Company's
listing. Therefore, the Board has determined to undertake with immediate
effect a major restructuring of Wishbone which may include the disposal of
some assets and the closure of various subsidiaries. Further information will
be announced as required.

 

 

Rationale for the Potential Transaction

 

The combination with EGNR will provide the Company with the opportunity to
expand its operational activities across a wide range of related sectors
harnessing the deep natural resources sector knowledge and expertise of the
EGNR management team and projects that are already in place. This in turn
should lead to value accretion for the enlarged business and its shareholders.

 

EGNR has interests and access to transactions which span a broad range of
mineral exploration and trading activities primarily in North Africa and
southern Africa. These include trading, investment (to secure future supplies
for customers), financial support for artisanal miners and funding for mineral
resource certification.

 

The enlarged group will benefit from EGNR's experienced management team who
have global operational experience and reach, plus in-house specialists who
can assist in arranging funding, project finance or otherwise.

 

The principal geographic focus of the expanded group will be in Africa but it
will retain Wishbone's valuable assets in Australia.

 

As part of the acquisition and reverse merger process approval of the
Company's shareholders in a general meeting will be required under the AIM
Rules and under the AQSE Rules. As such, a further announcement with full
details of the transaction will be issued at the appropriate time once binding
contracts are entered into and an admission document published and sent to
shareholders with a notice of general meeting.

 

At this stage the Potential Transaction is non-binding and subject to due
diligence, funding and other material considerations and there is no certainty
that it will be completed and the timing thereof cannot be determined.

 

Heads of Terms

 

The heads of terms are non-binding and subject to definitive agreement, due
diligence and compliance with the AIM Rules and the AQSE Rules.

Whilst the terms are yet to be defined, it is contemplated that ownership of
the Company post transaction will be 70% for the current shareholders of EGNR
and 30% the current shareholders of WSBN.

EGNR is a private company registered in Gibraltar wholly owned by the Chairman
of Wishbone, Anthony Moore. As such were the Potential Transaction to proceed
the Company will need to comply with the requirements of AIM Rule 13 and the
AQSE Rules regarding Related Party Transactions. EGNR was incorporated on 15
July 2024 and has yet to prepare any financial statements.

 

Anthony Moore, Chairman of Wishbone, commented: "The Potential Transaction
will be transformational for the Company and is a really exciting opportunity.
We believe that Evrensel's skills and expertise in the mining, and, resources
fields and additional revenue flow and will provide the platform for future
growth and opportunity."

 

In accordance with rule 14 of the AIM Rules for Companies and the AQSE Rules,
the Company's shares have been suspended from trading on AIM and on AQSE with
effect from today. The Company's ordinary shares will remain suspended until
such time as either an admission document is published, or an announcement is
released confirming that the transaction is not proceeding.

 

Shareholders should be aware that there is a risk that AIM will cancel the
admission of Company's securities where these have been suspended from trading
for six months.

 

 

For more information on Wishbone, please visit the Company's website.

www.wishbonegold.com (http://www.wishbonegold.com) .

 

END

For further information, please contact:

 Wishbone Gold PLC
 Anthony Moore, Chairman

 Richard Poulden, Deputy Chairman                          Tel: +971 4 584 6284

 Beaumont Cornish Limited
 (Nominated Adviser and AQUIS Exchange Corporate Adviser)
 Roland Cornish/Rosalind Hill Abrahams                     Tel: +44 20 7628 3396

 Tavira Financial Limited
 (Broker)
 Chris Kipling                                             Tel: +44 20 3833 3742

 Soho Communications Ltd
 (Financial PR)
 George Hudson                                             Tel: +44 78 0360 3130

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

 

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