TIDMTHAL
RNS Number : 0640R
Thalassa Holdings Limited
18 September 2017
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa" or "the Company")
Proposed placing of investment in Papua Mining plc ("Papua")
The board of Thalassa is pleased to announce that it has agreed
to the conditional placing of the 40,000,000 ordinary shares the
Company owns in Papua. The placing price is 1.15 pence per share
and the Company paid 1 pence per share to acquire these shares in
September 2016. Papua's announcement of today is repeated in full
below.
Duncan Soukup, Chairman said: "Over the last twelve months we
have considered a number of opportunities for Papua Mining plc. A
transaction has been identified by the Papua board and Thalassa has
decided to sell its shares in Papua as part of this placing. We
wish Papua well with its endeavours."
Investor Enquiries:
Thalassa Holdings Ltd
Duncan Soukup, Chairman +33 (0)6 78 63 26 89
WH Ireland Limited (Nominated Adviser and Broker)
Chris Fielding, Head of Corporate Finance +44 (0)207 220 1650
www.thalassaholdingsltd.com
Note to Editors:
Thalassa Holdings Ltd, incorporated and registered in the BVI
and quoted on AIM, is a holding company currently with positions in
Energy Services, Defence and Homeland Security and Real Estate.
This announcement contains inside information
Papua Mining plc
("Papua" or "the Company")
Proposed Acquisition of BGM Investments Pty Ltd ("BGM"),
conditional Placing to raise up to GBP2,000,000 through the
Placing of up to 133,913,044 New Placing Shares and
Placing of 40,000,000 Thalassa Placing Shares and
Proposed Board Changes
Papua Mining (LON: PML), the natural resource exploration
company, is pleased to announce a proposed strategic acquisition of
precious and base metal interests in Australia.
Highlights:
- Conditional acquisition of BGM, a private Australian company
with three projects covering gold, copper, silver and zinc
exploration targets in Queensland, north eastern Australia;
- Acquisition cost of GBP648,000 payable through the issue of 52
million Papua shares at 1.15p per share (totaling GBP598,000 in
shares and fixed at the mid-market price at the time the
transaction was provisionally agreed) together with GBP50,000
cash;
- Conditional placing to raise GBP1.85 million at 1.15p per
share which includes the proceeds of the disposal of 40,000,000
Ordinary Shares by Thalassa Holdings Limited. The balance of
GBP1,390,000 (before expenses) to be applied to working capital for
Papua and its diversified portfolio;
- In addition, Michael Somerset-Leeke, a director of the
Company, has indicated an intention to subscribe for up to
GBP149,500 of new shares at a price no less than the proposed
placing price of 1.15p per share;
- Proposed appointment of David Price and John Haggman, both
current shareholders and directors of BGM as CEO and Technical
Director respectively. Paul Johnson becomes a new non-executive
director;
- Proposed board members to invest GBP118,400 in the Placing;
- The Company intends to use the net proceeds of the Placing to
carry out further exploration of the licences in Queensland and
maintain the Company's projects in PNG; and
- Transaction subject to shareholder approval at a General
Meeting. A circular and notice of General Meeting is expected to be
published shortly.
Hugh McCullough, Director of Papua Mining commented: "After an
extensive search for new opportunities we are delighted to announce
this proposed acquisition, which we believe will refresh and
reinvigorate Papua Mining.
Our work in Papua New Guinea has advanced materially our
knowledge of the targets in country where we are searching for
high-impact copper porphyries, and following that work we now have
an extensive geological database that we believe holds considerable
value.
We recognise however that the market is keen to see the Company
broaden its interests and consider the project portfolio of BGM is
ideally placed to deliver rapid yet moderate cost exploration
findings in a well-known and highly prospective area of
Australia.
The balanced mix of interests, with copper, silver, zinc and
gold at the core, provides inherent resilience with the robust
strength in copper and zinc commodity pricing of late, complemented
by the protective nature of precious metal - gold interests should
there be a flight to safety reflecting world political and economic
events.
I would like to thank shareholders for their continuing support,
and welcome our new shareholders as we embark on this exciting
opportunity in Australia.
I would also like to thank the outgoing directors who have
served, for little or no compensation, during the turbulent times
of recent years given the difficult market for resource
juniors."
Transaction Information
Papua has entered into a conditional acquisition agreement (the
"Acquisition Agreement") to acquire the entire issued share capital
of BGM (the "Acquisition"), a private company focused on base and
precious metals exploration in North Queensland for a consideration
of GBP648,000 to be satisfied by way of GBP50,000 in cash and
GBP598,000 by way of the allotment and issue of 52,000,000 ordinary
shares in the Company of GBP0.001 each ("Ordinary Shares") to be
issued fully paid at a price of GBP0.0115 per Ordinary Share (the
"Consideration Shares").
The Company has, pursuant to a placing agreement entered into
with First Equity Limited ("First Equity") ("Placing Agreement"),
conditionally raised up to GBP2.0 million (before expenses) through
the issue of up to 133,913,044 new Ordinary Shares at a price of
GBP0.0115 per Ordinary Share ("New Placing Shares"). 120,913,044 of
the New Placing Shares have been conditionally placed with new and
existing investors, including the proposed new directors of Papua,
and Michael Somerset-Leeke, a director of the Company, has
indicated an intention to subscribe for up to 13,000,000 of new
shares at a price no less than the proposed placing price of
GBP0.0115 per share.
Thalassa Holdings Limited ("Thalassa"), which currently owns
40,000,000 Ordinary Shares in Papua, representing 26.32 per cent of
the existing share capital of the Company, informed the Company
that it would like to divest its holding in Papua as part of any
significant issue of new ordinary shares. Therefore, as part of the
placing of the New Placing Shares and pursuant to the Placing
Agreement, all shares currently held by Thalassa (the "Thalassa
Placing Shares") have been conditionally placed with placees
(collectively the "Placing"). In addition, First Equity and
Thalassa have entered into a selling shareholder agreement in order
to facilitate the Placing of the Thalassa Placing Shares.
The placees of the New Placing Shares and the Thalassa Placing
Shares (together, the "Placing Shares") will also be issued one
warrant for every one Placing Share acquired by them. Each warrant
will entitle the holder to subscribe for one new Ordinary Share for
each warrant held at an exercise price of GBP0.023 per Ordinary
Share at any time for a period of two years following admission of
the New Placing Shares to trading on AIM (the "Warrants").
Pursuant to the Placing Agreement the Company has agreed,
conditional on admission of the New Placing Shares, to issue
1,087,000 new Ordinary Shares (credited as fully paid at the
Placing Price) to First Equity in satisfaction of a corporate
finance fee ("First Equity Fee Shares"). Warrants to subscribe for
6,150,435 Ordinary Shares are to be granted to First Equity in lieu
of part of First Equity's fee for advising the Company in
connection with the Placing.
Pursuant to the terms of the Acquisition Agreement the Company
has agreed, conditional on completion of the Acquisition, to issue
in aggregate 4,347,826 new Ordinary Shares (credited as fully paid
at GBP0.0115 per Ordinary Share) to Paul Johnson (a proposed new
director of the Company, as set out below) (through Value
Generation Limited which is wholly owned by Paul and his wife) and
Rolf Gerritsen, who introduced BGM to the Company, in satisfaction
of an agreed fee of GBP25,000 each for transaction advisory
services ("Introducer Fee Shares").
The Directors will require shareholder authority to allot all of
the Placing Shares, First Equity Fee Shares, Consideration Shares
and Introducer Fee Shares (together, the "New Ordinary Shares"),
the Warrants and the statutory pre-emption rights which apply to
the allotment of the New Ordinary Shares and Warrants will need to
be disapplied. Accordingly, the Acquisition and Placing are
conditional upon inter alia, the passing of certain resolutions to
be proposed at a General Meeting and admission of the New Placing
Shares and, in the case of the Acquisition, the Consideration
Shares to trading on AIM.
A circular providing further details on the Acquisition, Placing
and the notice of the General Meeting will be sent to shareholders
shortly.
Background to and reasons for the Acquisition
Since the admission to trading on AIM of its Ordinary Shares in
2012, Papua has been pursuing exploration programmes in PNG
designed to discover, at some depth from surface, significant
copper porphyry deposits.
The Company has invested significantly in its exploration
activities and has amassed an extensive and comprehensive database.
The work completed at Nakru, Tripela and Mount Visi, in particular,
has shown evidence of the existence of intensive rock alteration
patterns which are consistent with nearby copper porphyry
development. At Mount Visi, the Directors believe that the
presence, at shallow depth, of a porphyry body has been
established. Although the drilled porphyry is only weakly
mineralised, it is clear evidence of the existence of copper
porphyry bodies in this area. Since these copper porphyry bodies in
this environment commonly occur in clusters, it encourages the
Company to continue its pursuit for a well mineralised porphyry
body which may exist in such a cluster around Mount Visi. Ridge and
spur sampling suggests that there is an area 2 to 3 km southeast of
the drilled area that is more strongly anomalous for copper than
the drilled target itself. Rock sampling has confirmed that this
area is worthy of follow-up mapping. Anomalous zones north and
south of Mt. Visi could also reflect porphyry centres.
The search for a mineralized copper porphyry deposit in the
remote regions of PNG is, however, an expensive exercise which
continues to require significant additional funding and which, in
current market conditions, is not readily available. Consequently,
the Board agreed to look for alternative targets in more easily
accessible topographies and jurisdictions.
Following diligence into suitable acquisition targets, the
Directors identified BGM as a highly attractive opportunity and
have entered into the Acquisition Agreement, conditional on,
amongst other things, the passing of the Resolutions. BGM's assets
are 100% owned by it and comprise the Lighthouse and Marengo gold
exploration licences and the Copperhead copper/molybdenum licence,
all located on the Eastern seaboard of Queensland in Australia.
The Directors believe that the Acquisition presents an
attractive opportunity to engage in a new and exciting exploration
programme with the following key strengths:
-- the three licence areas are in a location which is
significantly easier and more cost effective to access than the
Company's licences in PNG;
-- all of the BGM projects are in vicinity region of established
infrastructure including power, water, roads, accommodation and
communication and the projects are not considered remote;
-- each of the BGM projects is located within geological
complexes which host existing mining activities. In the case of
Lighthouse, the Pajingo Gold Mine lies 17km west and Marengo and
Copperhead are located 55km southeast of the Mt Carlton gold
mine;
-- all three BGM projects have been drill-proven to host
mineralization and some have recorded historical production. With
further drilling all may be capable of achieving economic mineable
widths and grades;
-- Lighthouse and Copperhead both have pre-JORC mineral
estimates which with further drilling and exploration may be
converted to comply with the JORC guidelines; and
-- each of the BGM projects lies within a substantial mineral
field with either multiple mines or occurrences. Typically, large
orebodies are found among clusters of occurrences.
Further exploration work will be continued on the PNG targets,
especially Mount Visi, but, in the near term, the exploration focus
will be on the Australian programme.
Use of proceeds and Working Capital
The Company intends to use the proceeds of the Placing to carry
out further exploration of the licences in Queensland and maintain
the company's projects in PNG.
The working capital position of the Group and its on-going
viability in the short-term is likely to be dependent, in the
absence of capital from any other source, on the successful
conclusion of the proposed Placing.
Proposed Board Changes following Completion
It is proposed that, subject to completion of the Acquisition,
John Hutchinson and Michael Joliffe will step down from the Board
with immediate effect. Hugh McCullough and Kieran Harrington will
remain as non-executive directors of the Company and Michael
Somerset - Leeke will become non-executive Chairman. It is further
proposed that David Price will be appointed Chief Executive
Officer, John Haggman will be appointed as Technical Director and
that Paul Johnson will also be appointed non-executive
director.
David Price (aged 51)
David is an experienced executive and technical operator in the
global mining industry. He has over 30 years' experience and has
led companies from grass roots exploration through to mine
construction financing. He has relevant porphyry, epithermal,
vein-hosted and intrusion related experience working in Queensland,
Papua New Guinea, China, Fiji and the Philippines. Past
appointments include, CEO of ASX-listed companies Convergent
Minerals Limited and Golden Tiger Mining NL, and Managing Director
of Millennium Mining (Fiji) Limited. He is a Fellow of the
Australasian Institute of Mining and Metallurgy.
John Haggman (aged 55)
John graduated with a Bachelor of Science (Geology) degree from
Macquarie University in 1986 and has 30 years of broad
international experience in precious and base metals including
project management and senior technical and executive director
roles. Past roles include Senior Geologist for Cyprus Gold
Australia, Exploration Manager for Climax Mining Limited and
Country Manager, Philippines for Climax Arimco Mining Corp. John
previously held non-executive directorships with ASX-listed
companies, Convergent Minerals Limited and Foyson Resources
Limited, and held executive director roles with King Eagle
Resources Pty Ltd, Titan Mines (PNG) Limited and ASX-listed MIL
Resources Limited.
John was a key member in the exploration teams which discovered
the Junction Reefs gold mine in New South Wales, Australia and the
Didipio gold copper mine in the Philippines. He has evaluated
mineral deposits throughout Australia, Asia, Southeast Asia and the
Americas and has managed numerous projects in Southeast Asia and
Australia. John is currently a director of several Australian and
international exploration and mining companies.
Paul Johnson (aged 48)
Paul is a Chartered Accountant (England & Wales, 1996), an
Associate of the Chartered Institute of Loss Adjusters (2000) and
of the Chartered Insurance Institute (2005) as well as a Member of
the Business Continuity Institute (2007). He holds a BSc (Hons) in
Management Science (1991) from UMIST School of Management,
Manchester, UK. He was until October 2016 Chief Executive Officer
of Metal Tiger plc (LON:MTR) and has been an active investor for
over 25 years and co-founded MiningMaven, an investor
communications service focused on the natural resource sector. Paul
was also a non-executive director of Greatland Gold plc (LON:GGP)
until August 2016. Paul is currently non-executive director of Thor
Mining plc and Chief Executive Officer of Metal NRG plc. Mr
Johnson, together with his wife, currently has a beneficial holding
of 6,515,000 Existing Ordinary Shares, representing 4.29 per cent.
of the current issued share capital of the Company,
Participation in the Placing by New Directors
Each of the New Directors has agreed to participate in the
Placing. David Price is subscribing for 600,000 New Placing Shares,
John Haggman is subscribing for 1,000,000 New Placing Shares and
Paul Johnson is subscribing for 8,695,652 New Placing Shares.
Related party Transaction
Due to Thalassa's substantial holding in the Company, the
Directors consider that it is in Shareholders' interests for the
Thalassa Placing Shares to be placed with new and existing
investors who are supportive of the Company's current strategy, and
by facilitating the sale of the Thalassa Placing Shares the Company
has removed the potential for an overhang of these shares in the
future.
Thalassa is a substantial shareholder in Papua and, as a
consequence, the issue of the Warrants in connection with the
Placing constitutes a related party transaction pursuant to Rule 13
of the AIM Rules. Each of the directors of Papua who are considered
to be independent (being all of the Directors other than John
Hutchison) consider, having consulted with the Company's nominated
adviser that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
The information required by Schedule 2 (g) of the AIM Rules for
Companies is set out below.
Full Name: David William Price
Age: 51
Current Directorships / BGM Investments
Partnerships Pty. Ltd
European Mining
Investments Pty.
Ltd
Previous Directorships / Convergent Minerals
Partnerships in the last Limited
5 years:
Hampshire International
P/L
David Price was Chief Executive Officer of Convergent Minerals
Limited (mineral exploration company) when it entered voluntary
administration on 30th October 2015 due to the company being unable
to secure project construction capital of AUD$43m during a
difficult financing cycle and being constrained by a secured
creditor. A Deed of Company Arrangement (DOCA) was subsequently
entered into and the company came out of Administration on 14(th)
January 2016.
Full Name: John Arnold Haggman
Age: 55
Current Directorships / Blue Lake Resources
Partnerships Pty Ltd
BGM Investments
Pty. Ltd
Goodmart Pty Ltd
Jet Metals Pty
Ltd
Perlco Pty Ltd
Quest Metals Pty
Ltd
Quest Asia Pacific
Resources Inc (Philippines)
VFG Agri Pty Ltd
Previous Directorships / Convergent Minerals
Partnerships in the last Ltd
5 years:
Fairway Resources
Ltd (PNG)
Foyson Resources
Ltd
New Guinea Iron
Titan Metals Ltd
(PNG)
Titan Mines Ltd
(PNG)
John Haggman was a Non-executive Director of Convergent Minerals
Limited (mineral exploration company) when it entered voluntary
administration on 30th October 2015 due to the company being unable
to secure project construction capital of AUD$43m during a
difficult financing cycle and being constrained by a secured
creditor. A Deed of Company Arrangement (DOCA) was subsequently
entered into and the company came out of Administration on 14(th)
January 2016.
Full Name: Paul Johnson
Age: 48
Current Directorships / MetalNRG plc
Partnerships
NTZ Resources Limited
Thor Mining plc
Tomas Capital Limited
Value at Risk Limited
Value Generation
Limited
Previous Directorships / Catalyst Information
Partnerships in the last Services Limited
5 years:
Catalyst Strategies
Limited
Commercial Assure
Limited
ECR Minerals plc
Greatland Gold
plc
Metal Tiger plc
Metal Capital Limited
Open 2 Barter Limited
Strathmore Accountants
Limited
The Vitiligo Society
For further information on the Company please visit
www.papuamining.com or contact the following:
Papua Mining plc,
Hugh McCullough, Director +353 1 532 9535
Cenkos Securities plc - Nominated
Adviser & Broker,
Derrick Lee/Beth McKiernan +44 131 220 6939
This information is provided by RNS
The company news service from the London Stock Exchange
END
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