Memorandum of Understanding Extension (6184J)
01 July 2011 - 11:23PM
UK Regulatory
TIDMQRES
RNS Number : 6184J
Q Resources Plc
01 July 2011
01 07 2011
Q Resources announces extension of exclusivity period for MCP
project
Q Resources Plc ("QRES" or the "Company") announces today that
it has agreed an extension to the exclusivity period in which it
will continue with its due diligence in relation to the potential
purchase of the Montecristo Copper Mine and the Santo Domingo
processing plant (together the "Montecristo Copper Project" or
"MCP"). The exclusivity period will now conclude on 31 October
2011. Accordingly, trading in the Company's shares will continue to
be suspended from trading on AIM until the Company is able to
announce full details of the MCP acquisition and publish an
admission document, as required under Rule 14 of the AIM Rules for
Companies.
On 12(th) April 2011, the Company announced that it had entered
into a Memorandum of Understanding, which included a 12 week
exclusivity undertaking (together the "MOU") with HPC Maria Ltd, a
wholly-owned subsidiary of Pentagon Bernini Fund Ltd, Gottex ABL
(Cayman) Limited, and Antofagasta LLC, a fully owned subsidiary of
Quantek Master Fund, SPC (together "the Vendors"), in relation to
MCP.
The Company and the Vendors have both agreed that further time
will be required to complete negotiations, due diligence and
documentation associated with the potential acquisition.
The terms of the MOU, which covered the potential acquisition of
mining licenses and all mining assets of the MCP for a
consideration of US$110m (the "Potential Transaction") remain in
place. The consideration will be satisfied by the issue of new
ordinary shares in the Company and the issue of loan notes in the
Company to the Vendors. Simultaneous with the completion of the
Potential Transaction, it remains the Company's intention to raise
approximately US$110m, net of expenses, from a placing of new
ordinary shares.
Commenting on the announcement, Bernie Pryor, CEO of Q
Resources, said;
"The Company's management team has spent a considerable amount
of time evaluating this project. This confirms that the MCP remains
a very exciting prospect. The extended period of negotiation and
due-diligence, which is not without precedent in the mining
industry, will allow the Company to ensure that the fundamentals,
which we highlighted in April 2011, remain in place. At this time,
we are confident that, upon completion, the MCP will bring clear
and immediate financial benefits to Q Resources."
For further information contact:
Smithfield Consultants Limited
Scott Fulton / John Kiely
+44 (0)20 7360 4900
Notes to Editors
About Q Resources
Q Resources is a Jersey public limited company which has been
established for the purpose of identifying and acquiring, or making
investments in natural resources assets. The Company's strategy is
to take advantage of opportunities to acquire assets that need
capital and possess potentially valuable resources and operations
with an initial focus on Africa and South America.
About MCP
MCP operated as a copper mine for 11 years until 2008, at which
point the mine was placed on care and maintenance as a result of
the global financial crisis. An exploration programme in 2008
provided a resource estimate and a project design for the
production of 10,000 tonnes per annum of copper in concentrate, and
approximately 0.5 million tonnes of iron ore concentrate per annum
at 68% Fe. The underground mine design comprises open stope mining
with ore requiring conventional crushing, milling, flotation, and
magnetic separation prior to delivery to the market. The existing
Santo Domingo process plant would be acquired from the Vendors and
comprises the substantial part of the required operating
facilities. A dedicated small port will be required to be built to
export the iron-ore concentrate.
AIM Rule 14
The Company notes that the Potential Transaction as contemplated
would constitute a reverse takeover under the AIM Rules for
Companies and will require the publication of an admission document
in respect of the Company as enlarged by the acquisition of MCP and
the consent of the Company's shareholders in a general meeting.
The Company is not currently in a position to comply with the
requirements of Rule 14, insofar as publication of an admission
document and convening of a general meeting are concerned.
Consequently, the Company's shares will remain suspended from
trading on AIM until such time as the Company is able to publish an
admission document or the Potential Transaction is no longer in
contemplation.
For further information please visit www.qresourcesplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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