Tengri Resources Board Changes, Loan Note Settlement and Funding (6286M)
October 17 2016 - 1:00AM
UK Regulatory
TIDMTEN
RNS Number : 6286M
Tengri Resources
17 October 2016
17 October 2016
TENGRI RESOURCES
("Tengri" or the "Company")
Board Changes, Outstanding Loan Settlement and
Convertible Loan Note
Further to the announcement of 6 October 2016, the Board of
Tengri, the AIM Rule 15 Cash Shell, is pleased to provide further
details of the proposed refinancing of the Company, changes to the
Board and other key operational and financial matters (the
"Proposals"). Following implementation of these Proposals, Tengri
will be entirely debt-free, with significant cash resources
available to deploy towards the identification and completion of a
Reverse Take-Over ("RTO"). Shareholders can expect news on this RTO
process in due course.
Details
Agreement has now been reached with Robust Resources Limited
("Robust"), whereby Robust has formally agreed to relinquish its
entire loan of US$1.018m plus interest (the "Robust Loan") owing
from the Company (the "Robust Settlement"). In return the Company
has agreed to pay Robust US$200,000 from current cash resources and
to simultaneously sell to Robust the entire issued share capital of
its 100% owned gold exploration subsidiary, Prospech Limited for a
nominal value of GBP1. Tengri will also issue to Robust 4,300,000
ordinary shares of 5p each (the "Robust Shares"). As a result of
these transactions, Robust has irrevocably waived any and all
claims relating to the Robust Liability and any associated
indebtedness.
The Company is also pleased to announce the appointment of
Manish Karani as an Executive Director of the Company with
immediate effect.
Manish Karani is the founding partner of a boutique private
equity firm supporting leading international companies' capital
raises, M&A and partnerships with leading entrepreneurs. Prior
to this, Manish had over 9 years' experience in private and
investment banking in London, Switzerland and Singapore.
The Company further wishes to announce the immediate resignation
of Allen Wang and would like to take this opportunity to thank Mr
Wang for his contribution to the Company during his tenure as a
director.
Additionally, Peterhouse Corporate Finance Limited
("Peterhouse") has raised GBP650,000 for the Company by way of an
issue of unsecured and zero coupon convertible loan notes for the
Company (the "Loan Note") to certain private investors (the "CULs
Investors"). Upon conversion, the CULs Investors shall obtain new
ordinary shares in the Company equivalent to 65.54% of the enlarged
share capital of the Company, based on the current issued share
capital of 113,918,497 ordinary 5p shares and following the issue
of the Robust Shares. Conversion and/or repayment may be at any
time post issuance, at the sole behest of the CULs Investor, but in
any event, to occur on or before 9 May 2017. Robust has the right
to nominate third party investors to subscribe for up to GBP50,000
of the Loan Notes.
Finally, following a recent purchase from Robust of 30,500,000
ordinary 5p shares in the capital of the Company by Peterhouse, the
Company has been informed that Peterhouse now owns 32,500,000
ordinary 5p shares and Robust owns 63,331,150 ordinary 5p shares
representing 28.53% and 59.36% respectively of the issued share
capital of the Company.
As both Peterhouse and Robust are substantial shareholders of
the Company, the Robust Settlement constitutes a related party
transaction under Rule 13 of the AIM Rules for Companies. ,The
Independent Director, being Peter Moss, having been advised by the
Company's nominated adviser, finnCap, considers the Robust
Settlement to be fair and reasonable so far as the independent
shareholders of Tengri are concerned.
The following information is required to be disclosed pursuant
to Schedule Two, paragraph (g) and Rule 17 of the AIM Rules for
Companies.
Additional information on Manish Karani (aged 28)
Directorships and partnerships currently held or previously held
in the last five years by Manish Karani are as follows:
Current Previous five years
Guild-Ventures Guild Acquisitions PLC
Property Consortia
MyHygienist Ltd
For further information, please contact:
Tengri Resources
Peter Moss +44 20 3301 9346
finnCap Ltd (Nomad)
Christopher Raggett/Grant Bergman/James Thompson +44 20 7220 0500
Peterhouse Corporate Finance Limited (Broker)
Lucy Williams / Eran Zucker +44 20 7469 0936
This information is provided by RNS
The company news service from the London Stock Exchange
END
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