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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”).
Asheba has an initial non-JORC compliant resource estimate of 176,000 ounces at an average grade of 1.8g/t Au, with significant exploration upside potential
Asheba adjoins the Akoko Project, which the Company conditionally acquired in May 2015 and which has a JORC-compliant resource of 92,800 ounces at an average grade of 1.9g/t Au
The combined Asheba-Akoko Gold Project (“Combined Project”) adjoins Endeavour Mining’s Nzema Mine and is also located in the vicinity of a number of other operational mines in the region
The Combined Project has over 20,000m of historical drilling and numerous defined targets that provide an opportunity to expand the defined mineralisation
Goldcrest’s intention is to advance the Combined Project towards a JORC compliant mineral resource estimate alongside exploring the potential for near-term production
Taoudeni also has several licence applications in Mauritania for copper where it is working with one of the world’s largest copper producers
The Acquisition is to be satisfied by the issue of an initial consideration of 599,177,916 new ordinary shares in Goldcrest, deferred consideration of 617,702,713 new ordinary shares and 102,257,114 warrants to the shareholders of Taoudeni (“Vendors”)
As part of the Acquisition, Niall Tomlinson and Dr Ryan D. Long have been appointed to the Board as Technical Director and Non-Executive Director respectively
Frederick Bell, Managing Director, commented: “We are delighted to finalise the transformational acquisition of Taoudeni Resources, and with it the Asheba Gold Project. The deal allows us to build critical mass in a region of Ghana that hosts numerous gold mines and positions the Company to be a significant presence in the area. Asheba, like Akoko, already has significant defined gold mineralisation with substantial exploration upside and most importantly for us, near-term production potential.
“We will continue to take advantage of the opportunity presented by the sector downturn and plan to acquire additional advanced projects in well-established mining regions, which have benefitted from significant exploration expenditure and have proven mineralisation.”
Taoudeni Resources Limited, through fully-owned subsidiaries, owns 100% of the Asheba Gold Project, located in Ghana and has submitted licence applications for copper in Mauritania. The Asheba Project consists of a prospecting licence located in the southeast of Ghana on the prolific Ashanti Gold Belt, adjacent to the Akoko Project, which the Company conditionally acquired in May 2015.
The area has been the site of historic mining during the 1920’s and more recent artisanal mining. Modern exploration by Glencar and most recently Goldfields in 2011-13 has included over 16,000m of RC and 6,000m of diamond drilling and identified multiple mineralised lenses over a 2km strike. This exploration work highlighted two defined mineralised areas, Atinasi and Cheriaman, and provided a significant exploration database to assess.
Mineralisation remains open in many areas with potential for the discovery of additional resources. Previous exploration identified additional geochemically anomalous areas within the licence area that have the potential to host additional mineralisation and are yet to be fully tested.
The Combined Project is located at the southern end of the prolific Ashanti Gold Belt that hosts deposits such as Anglogold’s Obuasi Mine (27Moz) and Golden Star’s Prestea (10Moz). The Combined Project is close to existing infrastructure and located in one of Africa’s most established mining jurisdictions.
While a non-JORC compliant resource estimate of 176,000oz @1.8g/t Au exists at Asheba, Goldcrest intends to commission an independent consultant to undertake a JORC resource estimate over the Combined Project, facilitated by the historic data and retained reference samples.
In conjunction with this, the Company will review exploration targets using data from both projects to improve the understanding of the area as well as investigate the potential for near-term production based on the Combined Project’s proximity to existing operations. A thorough review of areas of open mineralisation and known undrilled geochemically anomalous areas will enable the Company to design additional drill programmes to further expand the resource base. The Company believes the region has the potential to host significant resources capable of supporting modern mining operations in the mid-term, potentially via multiple smaller pits feeding a central plant.
Terms of the Acquisition
Goldcrest has acquired 100% of the share capital of Taoudeni Resources Limited in exchange for the issue of an initial consideration of 599,177,916 new ordinary shares in Goldcrest (“Initial Consideration”), deferred consideration of 617,702,713 new ordinary shares (“Deferred Consideration") and 102,257,114 warrants exercisable at 0.05p (“Consideration Warrants”).
Certain of Taoudeni’s and the Company’s shareholders are deemed to be acting in concert for the purposes of the Takeover Code (“Concert Party”). The members of the Concert Party and their respective shareholdings are set out below in the section entitled “Concert Party”.
The Initial Consideration comprises all of the consideration shares due to Sunrise Resources plc and Centrebind Agency Ltd (neither of which is a member of the Concert Party) and part of the consideration due to the remaining Vendors, who are members of the Concert Party and who will receive the remainder of their consideration shares at a later date, as detailed below.
|Deferred Consideration||Consideration Warrants|
|Hot Rocks Investments plc||193,496,625||320,839,661||43,220,791|
|Sunrise Resources Plc||116,618,627||-||9,799,716|
|Centrebind Agency Ltd||110,026,200||-||9,245,740|
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.
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 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
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.
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|
|Plutus Strategies Limited*||147,363,650||7.0||244,345,882||32,916,200|
* 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.
|Goldcrest Resources plc
Frederick Bell, Managing Director
|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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