TIDMJAN
RNS Number : 7578F
Jangada Mines PLC
17 July 2019
Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector:
Mining
17 July 2019
Jangada Mines plc ("Jangada" or the "Company")
Proposed Disposal of the Pedra Branca Project and Notice of
General Meeting
Jangada Mines plc, a natural resources company, is pleased to
announce that, further to its announcement of 28 May 2019, it has
now entered into a binding Share Purchase Agreement with ValOre
Metals Corp. ("ValOre") and PBBM Holdings Ltd., a wholly-owned
subsidiary of ValOre, for the sale, subject to satisfaction of a
number of conditions, of 100% of its interest in Pedra Branca do
Brasil Mineração Ltda., the entity that holds the Pedra Branca
Project, to ValOre ('the Disposal'). The maximum consideration
payable for the Disposal is an aggregate of approximately GBP5.64
million based on ValOre's financing price of C$0.25 per common
share pursuant to the VO Equity Raise.
The Disposal is of sufficient size relative to that of the Group
to constitute a disposal resulting in a fundamental change of
business pursuant to Rule 15 of the AIM Rules and Completion is,
therefore, conditional upon the approval of Shareholders.
Accordingly, on 17 July 2019, the Company will be posting a
circular (the "Circular"), along with a Form of Proxy, to
shareholders convening a General Meeting to be held at the offices
of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP at
10.00 a.m. on Friday, 2 August 2019. The Notice convening the
General Meeting and setting out the Resolution to be considered at
it, is set out at the end of the Circular.
The key sections of the Circular have been included in the
announcement below.
Unless the context requires otherwise, definitions used in this
announcement and the Circular are set out at the end of this
announcement.
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 ("MAR").
For further information, please visit www.jangadamines.com or
contact:
Jangada Mines plc Brian McMaster (Chairman) Tel: +44 (0) 20 7317
6629
Strand Hanson Limited James Spinney Tel: +44 (0)20 7409
(Nominated & Financial Ritchie Balmer 3494
Adviser) Jack Botros
Brandon Hill Capital Jonathan Evans Tel: +44 (0)20 3463
(Broker) Oliver Stansfield 5000
St Brides Partners Isabel de Salis Tel: +44 (0)20 7236
Ltd Gaby Jenner 1177
(Financial PR)
LETTER FROM THE CHAIRMAN OF JANGADA MINES PLC
Introduction
Your Board announced on 28 May 2019 that the Company entered
into a binding letter agreement (the "Agreement") with ValOre, for
the sale, subject to satisfaction of a number of conditions (set
out further below), of 100% of Pedra Branca do Brasil Mineração
Ltda. ("Pedra Branca"), the entity that holds the Pedra Branca
Project, to ValOre.
The Company has now entered into a binding Share Purchase
Agreement with ValOre and the Purchaser. The Company is the
registered and beneficial owner of 23,862,321 quotas of Pedra
Branca, which represents 99.99% of all outstanding quotas of Pedra
Branca (the "Purchased Shares"), while FFA Holding & Mineração
Ltda. ("FFA") is the registered and beneficial owner of 1 quota of
Pedra Branca, which represents 0.01% of all outstanding quotas of
Pedra Branca (the "FFA Share"). Under the terms of the Share
Purchase Agreement, Jangada has agreed to sell the Purchased Shares
to the Purchaser and FFA has agreed to transfer the FFA Share to
ValOre.
The Share Purchase Agreement sets out that the following
consideration is payable to Jangada pursuant to the Disposal:
1. the issuance and allotment to Jangada of the:
a. Initial Consideration Shares on the date of closing of the Disposal ("Completion");
b. Post-Closing Consideration Shares in six equal tranches
commencing on the date falling six months after Completion and
ending on the date falling thirty-six months after Completion,
subject to any adjustment as further described in Part 2 of the
Circular; and
2. cash payments to Jangada in the aggregate of C$3,000,000, as follows:
a. C$250,000, which has been received by Jangada;
b. C$750,000 payable on Completion;
c. C$1,000,000 on, or before, 3 months after Completion; and
d. C$1,000,000 on, or before, 6 months after Completion.
The issue of the Consideration Shares would give Jangada an
interest of approximately 33 per cent. in the current share capital
of ValOre as enlarged by the issue of the Consideration Shares, but
prior to the issue of the new common shares in ValOre pursuant to
the ValOre Equity Raise. On Completion, Jangada will have the right
to nominate two individuals to the ValOre Board with one nominee to
be appointed immediately and one nominee to be appointed as an
observer to the ValOre Board, with the intention that such observer
shall be appointed to the ValOre Board at the next annual general
meeting of ValOre following Completion. The two nominees will also
be nominated for re-election at the annual general meeting of
ValOre in 2020. Subsequently, Jangada's right to nominate up to two
directors may be extended if mutually agreed in writing by ValOre,
Jangada and each of the nominee board members.
Pursuant to the Share Purchase Agreement, Jangada has agreed
that, for so long as it holds 10% or more of the issued and
outstanding common shares of ValOre, in the event Jangada wishes to
sell any of its holding of ValOre shares it will give ValOre the
opportunity to find buyers for such shares on a best price and best
execution basis, with a view to maintaining an orderly market for
the issued and outstanding common shares in ValOre.
The Disposal is of sufficient size relative to that of the Group
to constitute a disposal resulting in a fundamental change of
business pursuant to Rule 15 of the AIM Rules and Completion is,
therefore, conditional upon the approval of Shareholders.
Accordingly, your approval of the Disposal is being sought at a
General Meeting of the Company to be held at the offices of Bird
& Bird LLP, 12 New Fetter Lane, London EC4A 1JP at 10.00 a.m.
on Friday, 2 August 2019. The Notice convening the General Meeting
and setting out the Resolution to be considered at it is set out at
the end of the Circular. A summary of the action you should take is
set out in paragraph 9 of Part 1 of the Circular and on the Form of
Proxy which accompanies the Circular.
Further details of the Disposal and the Share Purchase Agreement
are set out below and in Part 2 of the Circular.
The purpose of the Circular is to give you further details of
the Disposal, including the background to and reasons for it, to
explain why the Directors consider it to be in the best interests
of the Company and its Shareholders as a whole.
Shareholders should be aware that if the Resolution is not
approved at the General Meeting the Disposal will not proceed.
Accordingly, the Board would need to consider alternative
strategies for the Group, including any associated financing for
further development of the Company's projects, of which there is no
guarantee it would be forthcoming on acceptable terms or at
all.
Background to and reasons for the Disposal
As announced on 28 May 2019, whilst the Board continues to
believe very strongly in the Pedra Branca Project and its
prospects, since the Company's IPO in June 2017, the Board has
found there to be limited support in the UK financial markets for
financing a PGM project. In the Board's view, the support that
Jangada has experienced is at odds with both the independent
experts' value of the underlying assets and the level of support
given to projects with similar asset suites on other bourses. The
Board is disappointed that, notwithstanding Jangada's success at
developing its two projects, the UK financial markets have not
responded as expected.
The Board believes that the Pedra Branca Project will continue
to develop strongly as a project, but, in order to continue that
development, the project requires stronger financial market
support, which the Board believes ValOre will experience in Canada.
It is for this reason that Jangada has made the decision to proceed
with the Disposal which will see ValOre raising finance to continue
the development of the Pedra Branca Project and allow the Company
to maintain an interest in a project that will be funded through to
its next stage of development. In addition, Jangada has the right
to appoint two nominees to the ValOre Board. Additionally, the
Disposal provides for the payment of cash consideration at
Completion and in two tranches in the six-months following
Completion. This cash consideration allows Jangada to continue to
progress its remaining assets without the need to seek further
equity financing, thereby alleviating the need for the issuance of
further shares at this time.
Recognising the difficulties of financing PGM projects in the UK
markets, since October 2017, the Board has increasingly focused its
efforts on proving up the vanadium potential of Pitombeiras. To
this end, on 5 February 2019, the Company reported the results of
its vanadium drilling campaign, which confirmed the presence of a
high-grade deposit with the potential for significant resource
delineation.
The Board believes there is strong support for vanadium as an
asset class, primarily driven by its importance as an input to
battery metals, and assuming completion of the Disposal, the Board
considers that it's in the best interests of shareholders to focus
the Company's resources on pursuing the development of Pitombeiras.
In the near term, this would involve further drilling and
metallurgical work, the results of which would then dictate the
path forward for development. A NI 43-101 compliant CPR is already
underway, which is expected to be completed by the Company during
Q3 2019. The Disposal includes a cash consideration component
allowing Jangada to substantially progress the development of
Pitombeiras.
Further details of the Disposal and the Share Purchase Agreement
are set out below and in Part 2 of the Circular.
Reorganisation
As announced on 17 June 2019, in anticipation of undertaking the
Disposal, the Company has transferred its vanadium, titanium and
iron rights, including the Pitombeiras Project, to a separate 99%
owned subsidiary, VTF Mineração Ltda. ("VTF"). FFA, which holds 1%
of the issued quotas in VTF, is in agreement with the Company's
development plan for Pitombeiras. FFA is owned and controlled by
Luis Azevedo, a Non-Executive Director the Company, and holds the
shares in VTF for the benefit of the Company and in compliance with
Brazilian laws which require two quota holders for limited
liability companies.
Information on ValOre
ValOre Metals Corp. (TSX-V: VO) is a Vancouver based company
with a portfolio of high-quality uranium and precious metal
exploration projects in Canada. In addition to the Baffin Gold
Property, ValOre holds Canada's highest-grade uranium resource
outside of Saskatchewan. ValOre's 89,852-hectare Angilak Property
in Nunavut Territory hosts the Lac 50 Trend with a NI 43-101
Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totalling
43.3 million pounds U3O8. ValOre's comprehensive exploration
programs have demonstrated the "District Scale" potential of the
Angilak Property.
In Saskatchewan, ValOre holds a 100% interest in the
13,711-hectare Hatchet Lake Property and a 50% interest in the
131,412-hectare Genesis Property, both located northeast of the
north-eastern margin of the uranium-producing Athabasca Basin.
ValOre's team has forged strong relationships with sophisticated
resource sector investors and partner Nunavut Tunngavik Inc. (NTI)
on both the Angilak and Baffin Gold Properties. ValOre was the
first company to sign a comprehensive agreement to explore for
uranium on Inuit Owned Lands in Nunavut Territory, Canada and is
committed to building shareholder value while adhering to high
levels of environmental and safety standards and proactive local
community engagement.
Principal terms of the Disposal
Pursuant to the terms of the Share Purchase Agreement, the
Company has conditionally agreed to sell 99.9% of Pedra Branca, the
entity that holds the Pedra Branca Project, to PBBM Holdings Ltd.,
a wholly-owned subsidiary of ValOre, and to procure the transfer of
0.01% of Pedra Branca which is held by FFA to ValOre, further
details of which are described in Part 2 of the Circular. The
Pitombeiras Project remains 100% owned by Jangada and its
representatives.
The maximum consideration payable for the Disposal is an
aggregate of approximately GBP5.64 million based on ValOre's
financing price of C$0.25 per common share pursuant to the VO
Equity Raise. Completion is conditional, inter alia, upon the
approval of the Disposal by Shareholders.
Further details of the Share Purchase Agreement are set out in
Part 2 of the Circular.
Financial effects of the Disposal, use of the proceeds and
future strategy of the Group
Assuming the Resolution is passed, on completion of the
Disposal, Jangada will have cash resources of approximately
GBP350,000, with a further GBP1.2 million to be received from
ValOre, in tranches, in the six-month period following Completion.
Jangada will also have an interest in 25 million ValOre common
shares (subject to any adjustment as described in Part 2 of the
Circular), which whilst it has no intention to dispose of in the
short term, may choose to dispose of in the medium to long term in
order to generate further cash liquidity for the Company.
Jangada intends to use the majority of the net proceeds of the
Disposal for the further development of the Pitombeiras Project,
which in the near term, would involve further drilling and
metallurgical work. A NI 43-101 compliant CPR is already underway,
which is expected to be completed by the Company during Q3
2019.
Jangada estimates that the time required to complete the next
stage of development of the Pitombeiras Project will be six-months
from Completion, at which time, further, informed decisions can be
made as to the correct way forward.
Irrevocable undertakings
Mr Brian McMaster and Mr Luis Azevedo as directors of the
Company have entered into irrevocable undertakings to vote their
aggregate beneficial holdings of 94,511,134 Ordinary Shares in
favour of the Resolution. The Company has also received an
irrevocable undertaking from Mr Matthew Wood, who beneficially
holds 47,844,467 Ordinary Shares, to vote in favour of the
Resolution. Therefore, the Company has received irrevocable
undertakings to vote in favour of the Resolution from Shareholders
holding, in aggregate, 142,355,601 Ordinary Shares, representing
59.99 per cent. of the Company's existing issued share capital. The
necessary threshold to approve the Resolution (which is being
proposed as an ordinary resolution) is more than 50 per cent. of
the votes validly cast being in favour of the Resolution;
accordingly, it is expected that the Resolution will be approved at
the General Meeting.
The General Meeting
Set out at the end of the Circular is a notice convening the
General Meeting to be held on Friday, 2 August 2019 at the offices
of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP at
10.00 a.m.
The Resolution, which will be proposed as an ordinary
resolution, is to approve the Disposal and to authorise the
Directors to take all steps necessary or desirable to complete the
Disposal.
The implementation of the Disposal is conditional, inter alia,
upon the passing of the Resolution set out in the Notice.
The full text of the Resolution is set out in the Notice at the
end of the Circular.
Action to be taken
A Form of Proxy for use at the General Meeting accompanies the
Circular. The Form of Proxy should be completed and signed in
accordance with the instructions thereon and returned to the
Company's registrars, Computershare Investor Services plc, The
Pavilions, Bridgwater Road, Bristol BS13 8AE, as soon as possible,
but in any event so as to be received by no later than 10.00 a.m.
on 31 July 2019 (or, if the General Meeting is adjourned, 48 hours
(excluding any part of a day that is not a working day) before the
time fixed for the adjourned meeting).
If you hold your Ordinary Shares in uncertificated form in
CREST, you may vote using the CREST Proxy Voting Service in
accordance with the procedures set out in the CREST Manual. Further
details are also set out in the notes accompanying the Notice of
General Meeting at the end of the Circular. Proxies submitted via
CREST must be received by Computershare Investor Services plc (ID
3RA50) by no later than 10.00 a.m. on 31 July 2019 (or, if the
General Meeting is adjourned, 48 hours (excluding any part of a day
that is not a working day) before the time fixed for the adjourned
meeting).
The Completion and return of a Form of Proxy or the use of the
CREST Proxy Voting Service will not preclude Shareholders from
attending the General Meeting and voting in person should they so
wish.
Working capital and importance of the vote
The Board is of the opinion that, taking into account the net
cash proceeds of the Disposal received to date and expected to be
received on Completion and in the six months following Completion,
the Group has sufficient working capital for its present
requirements, that is for at least 12 months from the date of the
Circular.
As set out below, the Directors unanimously recommend that
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting. In deciding how to vote, Shareholders should be
aware that if the Resolution is not approved at the General Meeting
the Disposal will not proceed. Accordingly, the Board would need to
consider alternative strategies for the Group, including any
associated financing for further development of the Company's
projects, of which there is no guarantee it would be forthcoming on
acceptable terms or at all.
Accordingly, it is important that Shareholders vote in favour of
the Resolution in order that the Disposal can proceed.
Recommendation
The Directors consider the Disposal to be in the best interests
of the Company and its Shareholders as a whole and accordingly
unanimously recommend Shareholders to vote in favour of the
Resolution to be proposed at the General Meeting.
Mr Brian McMaster and Mr Luis Azevedo as directors of the
Company have entered into irrevocable undertakings to vote their
aggregate beneficial holdings of 94,511,134 Ordinary Shares in
favour of the Resolution. The Company has also received an
irrevocable undertaking from Mr Matthew Wood who beneficially holds
47,844,467 Ordinary Shares, to vote in favour of the Resolution.
Therefore, the Company has received irrevocable undertakings to
vote in favour of the Resolution from Shareholders holding, in
aggregate, 142,355,601 Ordinary Shares, representing 59.99 per
cent. of the Company's existing issued share capital.
The necessary threshold to approve the Resolution (which is
being proposed as an ordinary resolution) is more than 50 per cent.
of the votes validly cast being in favour of the Resolution;
accordingly, it is expected that the Resolution will be approved at
the General Meeting.
Yours faithfully
Brian McMaster
Executive Chairman
SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE PURCHASE
AGREEMENT
THE SHARE PURCHASE AGREEMENT
General
The Share Purchase Agreement was entered into on 16 July 2019
between the Company, the Purchaser and ValOre.
Pursuant to the terms of the Share Purchase Agreement, the
Company has agreed to sell, and the Purchaser has agreed to
purchase, 99.99% of Pedra Branca, the entity that holds the Pedra
Branca Project, to the Purchaser, and the Company has agreed to
procure the transfer of 0.01% of Pedra Branca held by FFA to
ValOre.
ValOre has agreed to guarantee the obligations of the Purchaser
to the Company under the terms of the Share Purchase Agreement.
Conditions
Completion of the Share Purchase Agreement is conditional upon,
inter alia:
1. the passing of Resolution 1 at the General Meeting;
2. ValOre having received shareholder approval in relation to
the creation of a new control person;
3. the TSX Venture Exchange having accepted notice of the Share
Purchase Agreement and issued, listed and posted the Consideration
Shares for trading,
(the "Conditions").
If the Conditions are not satisfied on or before 1 September
2019, Jangada, the Purchaser and ValOre may terminate the Share
Purchase Agreement.
Pre-Completion obligations
The Company has given certain customary covenants to the
Purchaser in relation to the operation of the business in the
period between the signing of the Share Purchase Agreement and
Completion and will not take certain specified actions during such
period without the prior written consent of the Purchaser.
Consideration
The consideration payable by the Purchaser under the terms of
the Share Purchase Agreement is as follows:
1. the issuance and allotment to Jangada of the:
a. Initial Consideration Shares on the date of closing of the Disposal;
b. Post-Closing Consideration Shares in six equal tranches
commencing on the date falling six months after the date of closing
of the Disposal and ending on the date falling thirty-six months
after the date of closing of the Disposal, subject to any
adjustment as further described below; and
2. cash payments to the Company in the aggregate of C$3,000,000, as follows:
a. C$250,000, which has been received by the Company;
b. C$750,000 payable on Completion;
c. C$1,000,000 on, or before, 3 months after Completion; and
d. C$1,000,000 on, or before, 6 months after Completion.
In the event that between Completion and the date on which all
Post-Closing Consideration Shares have been issued to Jangada, a
Governmental Authority determines that there are outstanding taxes
or any associated penalties payable as a result of the Company
entering into advance for a future capital increase ("AFAC")
agreements prior to Completion, the Purchaser/ValOre may reduce the
number of Post-Closing Consideration Shares to be issued to settle
such liability.
Termination
The Share Purchase Agreement and the obligations of the Company,
the Purchaser and ValOre to complete the Disposal may be terminated
on or prior to Completion:
(a) by the mutual written consent of the Company and the Purchaser;
(b) by ValOre or the Purchaser if:
(i) there has been a material breach of any representation,
warranty, covenant or agreement made by the Company and such breach
has not been waived by the Purchaser or cured by the Company
within: (i) 30 days of the Company's receipt of written notice of
such breach from the Purchaser; or (ii) 72 hours of the Company's
receipt of written notice of such breach from the Purchaser where
the Purchaser acquires actual knowledge of the breach within 15
days of Completion; or
(ii) any of the Conditions have not been fulfilled by 1
September 2019 unless such failure is due to the Purchaser's
failure to perform or comply with any of the covenants, agreements
or conditions to be performed or complied with by the Purchaser
before Completion;
(c) by the Company if:
(i) there has been a material breach of any representation,
warranty, covenant or agreement made by the Purchaser under this
Agreement and such breach has not been waived by the Company or
cured by the Purchaser within 15 days of the Purchaser's receipt of
written notice of such breach from the Company; or
(ii) any of the Conditions have not been fulfilled by 1
September 2019 unless such failure is due to the Company's failure
to perform or comply with any of the covenants, agreements or
conditions to be performed or complied with by it before
Completion;
(d) by the Company, ValOre or the Purchaser if:
(i) if any governmental authority of competent jurisdiction has
threatened to issue or issued any law, permanent injunction, order,
decree, ruling or other action that prohibits or restrains the
consummation of the transactions contemplated by the Share Purchase
Agreement; or
(ii) Completion has not occurred by 1 September 2019, except
however, the right to terminate the Share Purchase Agreement under
this section will not be available to any party if such party's
failure to fulfil any obligation under the Share Purchase Agreement
causes Completion to not occur prior to 1 September 2019.
Representations, warranties, indemnities and limitations
The Company has agreed to give the Purchaser certain
representations, warranties and indemnities of a nature customarily
given in a sale and purchase agreement in relation to, amongst
other things, financial statements, share capital, compliance with
laws, mineral rights and title to assets, employees and tax. The
representations, warranties and indemnities are given by the
Company on the date of the Share Purchase Agreement and again at
Completion. The representations and warranties are, other than
those warranties relating to 'fundamental' matters, such as
corporate status, company authorization and approval, no
undisclosed indebtedness, title to assets, qualified by certain
general and specific disclosures made in a disclosure letter
delivered to the Purchaser on the date of the Share Purchase
Agreement.
The Company's liability in respect of a breach of the
representations and warranties contained in the Share Purchase
Agreement is subject to certain limitations, including a time limit
of 24 months for all representations and warranties excluding tax
warranties, and the 'fundamental representations and warranties'
which will survive for the maximum period permitted by law.
In addition to customary limitations on liability, the aggregate
liability of the Company for all claims under the Share Purchase
Agreement shall not exceed $3,000,000.
As the Pitombreiras Project has been carved out of the Pedra
Branca Project, the Company has agreed with ValOre that it will
indemnify ValOre in relation to any third party claims arising
which relate to the Pitombreiras Project for a period of five years
from Closing or, if earlier, the date on which ValOre disposes of
Pedra Branca or the Pedra Branca Project.
Governing law
The Share Purchase Agreement is governed by the laws of British
Columbia, Canada.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular: 17 July 20191
Latest time and date for receipt of 10.00 a.m. on 31 July
Forms of Proxy and CREST voting instructions: 2019
General Meeting: 10.00 a.m. on 2 August
2019
Expected completion of the Disposal Third calendar quarter
by: of 2019
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and Strand Hanson. If any of
the above times and/or dates should change, the revised times
and/or dates will be announced through a Regulatory Information
Service.
DEFINITIONS
The following definitions apply throughout this announcement and
the Circular unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Agreement" the binding letter agreement entered
into between the Company and ValOre,
for the sale, subject to satisfaction
of a number of conditions, of 100%
of Pedra Branca do Brasil Mineração
Ltda., the entity that holds the Pedra
Branca Project, to ValOre
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time
"AIM" the AIM market operated by the London
Stock Exchange
"certificated form" or an Ordinary Share recorded on a company's
as "in certificated form" share register being held in certificated
form (namely, not in CREST)
"Company" or "Jangada" Jangada Mines plc, a company incorporated
and registered in England and Wales
under the Act with registered number
09663756
"Completion" completion of the Disposal under the
terms of the Share Purchase Agreement
"Consideration Shares" the Initial Consideration Shares and
the Post-Closing Consideration Shares
"CPR" Competent Person's Report
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the operator
(as defined in those regulations)
"Directors" or "Board" the directors of the Company whose
names are set out on page 7 of the
Circular, or any duly authorised committee
thereof
"Disposal" the proposed disposal by the Company
of its interest in Pedra Branca pursuant
to the Share Purchase Agreement
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection
with the General Meeting which accompanies
the Circular
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the General Meeting of the Company
to be held at 10.00 a.m. on Friday,
2 August 2019, notice of which is
set out at the end of the Circular
"Group" the Company and its subsidiary undertakings
"Initial Consideration 22,000,000 common shares in the authorised
Shares" share capital of ValOre
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice convening the General Meeting
or "Notice" which is set out at the end of the
Circular
"Ordinary Shares" ordinary shares of GBP0.0004 each
in the capital of the Company
"Pedra Branca" Pedra Branca do Brasil Mineração
Ltda., the entity that holds the Pedra
Branca Project
"Pedra Branca Project" the Company's palladium, platinum
and nickel project located in north-eastern
Brazil, with a JORC (2012) Compliant
Resource of 1.52 million oz of PGM+Au,
180 Mlb of nickel, 34 Mlb of copper
and 9.2 Mlb of cobalt
"PGM" platinum group metals, being platinum,
osmium, iridium, ruthenium, rhodium
and palladium
"Pitombreiras" the Company's Pitombreiras West Vanadium
Project which is being retained by
the Company following the Disposal
"Post-Closing Consideration 3,000,000 common shares in the authorised
Shares" share capital of ValOre
"Prospectus Rules" the prospectus rules made by the FCA
pursuant to section 73A of the FSMA
"Purchaser" PBBM Holdings Ltd., a wholly-owned
subsidiary of ValOre
"Registrar" Computershare Investor Services plc,
the Company's registrar
"Regulatory Information a service approved by the FCA for
Service" the distribution to the public of
regulatory announcements and included
within the list maintained on the
FCA's website
"Resolution" the resolution set out in the Notice
of General Meeting
"Share Purchase Agreement" the conditional share purchase agreement
dated 16 July 2019 and made between
the Company, the Purchaser and ValOre
"Shareholders" and each holders of Ordinary Shares
a "Shareholder"
"Strand Hanson" Strand Hanson, the Company's nominated
& financial adviser
"TSX-V" the TSX Venture Exchange
"UK" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in an Ordinary Share recorded on a company's
uncertificated form" share register as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of CREST
"US" or "United States" the United States of America, each
State thereof, its territories and
possessions (including the District
of Columbia) and all other areas subject
to its jurisdiction
"ValOre" ValOre Metals Corp. (TSX-V: VO), a
TSX-V listed entity with a portfolio
of uranium and precious metal exploration
projects in Canada
"ValOre Board" the board of directors of ValOre
"VO Equity Raise" the equity fundraising of at least
C$3 million by ValOre as announced
by ValOre on 6 June 2019
"VTF" VTF Mineracao Ltda.
*ENDS*
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLFFSVDRIRLIA
(END) Dow Jones Newswires
July 17, 2019 02:00 ET (06:00 GMT)
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