Amur Minerals Corporation Result of General Meeting (0768X)
24 August 2022 - 7:26PM
UK Regulatory
TIDMAMC
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 % In Votes % Against Votes % of Available Votes
& Discretionary Favour Against Total Voting Rights* Withheld
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 S.P. Angel Corporate BlytheRay
Corp. Finance LLP
Robin Young CEO Richard Morrison Megan Ray
Adam Cowl Tim Blythe
+44 (0) 7981 126 +44 (0) 20 7138
818 +44 (0) 20 3470 0470 3203
For additional information on the Company, visit the Company's
website, www.amurminerals.com .
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END
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