TIDMGRIT
RNS Number : 0996G
Global Resources Investment Tst PLC
27 February 2018
27 February 2018
LEI: 2138005OJKGWG3X4SY51
GLOBAL RESOURCES INVESTMENT TRUST PLC
("GRIT" or the "Company")
Portfolio Update
In September 2017, GRIT announced an investment in Kalia
Holdings Pty Ltd, a private Australia company that is the parent
company of a Papua New Guinean registered subsidiary Kalia
Investments Ltd. Kalia Investments Limited holds contractual rights
to explore for minerals and develop mines in the Tore district of
North Bougainville, which is prospective for gold, copper and other
minerals.
The majority interest in Kalia Holdings Pty Ltd was acquired by
Australian listed GB Energy Limited on 18 September 2017 and GB
Energy Limited changed its name to Kalia Limited ("Kalia" - ASX:
KLH).
GRIT has been valuing its investment in Kalia Holdings Pty Ltd
on the "see through" valuation of the number of shares in Kalia
Limited if it had accepted the offer from Kalia Limited.
On 26 February 2018, Kalia Limited announced that, subject to
shareholder approval, it had agreed to acquire GRIT's interest in
Kalia Holdings Pty Ltd, thereby consolidating the non-landowner
interests in Bougainville Exploration Licences 03 and 04.
Post the transaction, Kalia's holding will be 100% of the
available non-landowner interest in the Project increasing its
effective economic interest in the Tore Exploration licences from
54.29% to 75%, an uplift of 38.1%. Under the joint venture
agreement the remaining 25% direct interest in the Project remains
the property of the landowners.
The key terms of the acquisition are as follows:
-- GRIT will transfer its interest in Kalia Holdings Pty Ltd to
Kalia, resulting in the Kalia holding 100% of Kalia Holdings Pty
Ltd.
-- Kalia will issue 480,000,000 new fully paid Ordinary Shares
increasing the shares on issue from 2,034,347,391 to 2,514,347,391.
This consideration will represent 19.09% of the enlarged issued
share capital of Kalia.
-- As part of the transaction, GRIT will also acquire 55,150,000
fully paid Ordinary Shares from existing shareholders of Kalia for
no consideration.
-- Post completion of the transaction, GRIT will hold
535,150,000 fully paid Ordinary Shares or 21.28% of the issued
share capital of Kalia. This compares with the 277,108,431 Kalia
Ordinary Shares on which the current "see through" valuation is
based.
-- GRIT will have the right, but not the obligation, to maintain
its interest in the capital of Kalia by subscribing for fully paid
Ordinary Shares on the same terms as those attaching to any future
capital raises. The right will expire after a period of 5 years or
in the event the relevant interest of GRIT in Kalia is less than
10%. The grant of this right is subject to the Australian
Securities Exchange ("ASX") granting an appropriate waiver of the
ASX Listing Rules.
-- GRIT shall have the right to nominate a fit and proper person
to hold a non-executive directorship on the Board of Kalia. The
initial nomination and appointment of the director shall be
supported by the existing Board of Directors of Kalia and continued
membership will be subject to the Constitution of Kalia.
The transaction is conditional on:
a) the parties signing a formal agreement to record the sale of shares in Kalia Holdings Pty Ltd substantially on the terms set out above; and
b) the shareholders of Kalia providing approval to this
transaction in accordance with the provisions of the listing rules
of the ASX and the Corporations Act, accompanied by an independent
expert's report opining on whether the transaction is fair and
reasonable to the non-associated shareholders of Kalia.
The condition in paragraph (a) must be satisfied (or waived by
the parties) on or before 14 March 2018, at which time (or soon
thereafter) a circular including General Meeting voting papers will
be sent to shareholders of Kalia.
The condition in paragraph (b) must be satisfied (or waived by
the parties) on or before 14 April 2018.
Terry Larkan, Managing Director of Kalia stated "The
consolidation of the project interests in Bougainville is essential
to enable the Company to execute effectively and efficiently on
operational and corporate strategies to advance exploration at the
Tore Licences.
The consolidation brings clarity to the corporate structure for
the investor and our various business partners in Bougainville.
The approval of the transaction will provide a $3 million loan
facility for the Company's exploration activities on the targets at
Melilup, Rarie' Puspa and Kunua that were identified using the
analysis of historical studies, announced in November and December
2017. The Company geological data from our work will identify
targets for drilling in 2018 on the licence areas that we all
believe hold exceptional potential."
Enquiries to:
David ("Sam") Hutchins Tel: +(0) 20 3915
Investment Manager 5627
------------------------------------- ------------------
Martin Cassels Tel: +(0) 131
Maitland Administration 550 3760
Services (Scotland) Limited
Company Secretary and Administrator
------------------------------------- ------------------
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014). Upon the
publication of this announcement via Regulatory Information Service
this inside information is now considered to be in the public
domain.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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