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Goldcrest Resources Plc  -     

Acquisition of Taoudeni Resources Limited

Released 07:00 19-Jan-2016

Acquisition of Taoudeni Resources Limited

19 January 2016

Goldcrest Resources plc

("Goldcrest" or the "Company")

Acquisition of Taoudeni Resources Limited

Goldcrest Resources plc, the gold focused exploration company with interests in projects in Ghana, is pleased to announce that it has agreed terms to acquire the entire issued share capital of Taoudeni Resources Limited (“Taoudeni”), a company incorporated in England & Wales and which owns 100% of the Asheba Gold Project (“Asheba”) located in Ghana (“Acquisition”).

Highlights

Taoudeni Shareholder Initial
Consideration
Deferred Consideration Consideration Warrants
Hot Rocks Investments plc 193,496,625 320,839,661 43,220,791
Gavin Burnell 3,624,597 6,009,999 809,616
Plutus Strategies 147,363,650 244,345,882 32,916,200
Sunrise Resources Plc 116,618,627 - 9,799,716
Centrebind Agency Ltd 110,026,200 - 9,245,740
Geoffrey Tomlinson 17,174,426 28,477,174 3,836,203
Ryan Long 3,624,597 6,009,999 809,616
Brian Rowbotham 3,624,597 6,009,999 809,616
Charles Vaughan 3,624,597 6,009,999 809,616
599,177,916 617,702,713 102,257,114

Pursuant to the terms of the Acquisition, the Deferred Consideration will be issued on the earlier of the admission of the Company’s shares to AIM (“Admission”) or an increase of 10% or more in the issued share capital of the Company provided that such issue would not result in the aggregate shareholding of the Concert Party exceeding 29.9% of the Company’s enlarged issued share capital which would otherwise trigger an obligation on the Concert Party to make a mandatory offer for the Company in accordance with Rule 9 of the City Code on Takeovers and Mergers (“Rule 9”). 

The Consideration Warrants will vest on Admission and will be exercisable at a price of 0.05p for a period of ten years from the date of Admission.  Exercise of the Consideration Warrants is subject to the same restrictions relating to Rule 9 as the Deferred Consideration such that no warrant can be exercised if such exercise would result in the aggregate shareholding of the Concert Party exceeding 29.9% of the Company’s enlarged issued share capital.

Goldcrest will settle various outstanding invoices of Taoudeni up to a maximum of £26,247.

Gavin Burnell, Goldcrest’s Non-Executive Chairman and a significant shareholder in the Company, is a significant shareholder in Taoudeni and as such the Acquisition is deemed to be a related party transaction under the ISDX Rules.  The independent directors of Goldcrest (being all of the directors except Gavin Burnell), having considered the terms of the Acquisition, believe them to be fair and reasonable and in the interests of shareholders as a whole.

Management

Under the terms of the Acquisition, two of the directors of Taoudeni, Niall Tomlinson and Dr Ryan Long, have been appointed to the Board of Goldcrest.  Paul Haywood and Charles Vaughan, who are also directors of Taoudeni, will work with the Company in an advisory capacity. 

Niall Tomlinson

Niall Tomlinson is a highly experienced geologist with over ten years’ experience across a number of commodities.  Previously he was Technical Manager for Alecto Minerals plc and a senior geologist with consultants SRK Exploration and mining major Rio Tinto.  Niall holds an MSc in Metals & Energy Finance from Imperial College London, an MSc in Mining Geology from Camborne School of Mines and is a Chartered Geologist of the Geological Society of London.

As well as that of the Company, Mr Tomlinson holds or has held the following directorships or has been a partner in the following partnerships within the five year period prior to this announcement:

Current Directorships/Partnerships Past Directorships
Antubia Resources Limited (Ghana)
Georgian Minerals Ltd
Plutus Strategies Ltd
Wheal Investments Ltd
None

Dr Ryan Long

Dr Ryan Long is a Director of Equity Research at Northland Capital Partners.  Ryan has ten years’ experience within the sector working for Barrick Gold, Anglo American and Xstrata on projects ranging from exploration and development to production.  Ryan holds a PhD in Economic Geology from James Cook University and has published in several international journals.  He is a Fellow of the Geological Society of London and a member of the Association of Mining Analysts.

Mr Long has not held any directorships in the five year period prior to this announcement.

Issue of Management Warrants

As a management incentive, the Company has issued a further 29,824,991 warrants to each of Mr Tomlinson, Dr Long and Mr Haywood and 12,782,139 warrants to Mr Vaughan (“Management Warrants”).  The terms of the Management Warrants are the same as the Consideration Warrants; they vest at 0.05p on Admission and will last for a period of ten years from Admission.  Since all of the Management Warrants are being issued to members of the Concert Party, they are subject to the same restrictions relating to Rule 9 as the Deferred Consideration and the Consideration Warrants.

Total Voting Rights

Following the issue of the Initial Consideration, the total number of ordinary shares in issue is 2,095,165,355. This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.

Following the issue of the Consideration Warrants and Management Warrants, the Company has a total of 454,514,226 warrants in issue.

Concert Party

For information, the shareholdings of the Concert Party members following the Acquisition are set out below.

Concert party member Number of Ordinary Shares held % of the Company’s issued share capital Deferred Consideration Number of Warrants held
Hot Rocks Investments plc 306,085,625 14.6 320,839,661 93,220,791
Woodland Capital Limited 86,725,000 4.1 - 50,000,000
Gavin Burnell 58,624,597 2.8 6,009,999 50,809,616
Plutus Strategies Limited* 147,363,650 7.0 244,345,882 32,916,200
Geoffrey Tomlinson 17,174,426 0.8 28,477,174 3,836,203
Ryan Long 3,624,597 0.2 6,009,999 809,616
Brian Rowbotham 3,624,597 0.2 6,009,999 809,616
Charles Vaughan 3,624,597 0.2 6,009,999 809,616
Paul Haywood* - - - 29,824,991
Niall Tomlinson* - - - 29,824,991
626,847,089 29.9 617,702,213 335,468,770

* Paul Haywood and Niall Tomlinson are directors of Plutus Strategies Limited

As set out above, mechanisms have been put in place pursuant to the terms of the Acquisition that ensure that neither the issue of the Deferred Consideration nor the exercise of the Consideration Warrants or the Management Warrants by Concert Party members can take place if such issue or exercise would result in the aggregate shareholding of the Concert Party exceeding 29.9% of the Company’s issued share capital.

The Directors of the Issuer accept responsibility for this announcement.

--ENDS--

Enquiries

Goldcrest Resources plc
Frederick Bell, Managing Director                         
frederick@goldcrestresourcesplc.com
Tel: 07554 872 794
Cairn Financial Advisers LLP
Avi Robinson / Jo Turner
                                        
Tel: 020 7148 7900
St Brides Partners Ltd
Susie Geliher / Lottie Brocklehurst
Tel: 020 7236 1177

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Acquisition of Taoudeni Resources Limited - RNS