URU Metals Limited Completion of Zebediela Nickel Project Disposal (3279H)
August 03 2021 - 1:00AM
UK Regulatory
TIDMURU
RNS Number : 3279H
URU Metals Limited
03 August 2021
URU Metals Limited
("URU" or "the Company")
Completion of Disposal of the Company's Zebediela Nickel Project
("Zebediela")
URU Metals Limited (AIM: URU) is pleased to announce that
further to its announcement of 27 July 2021 Blue Rhino Capital Corp
("Blue Rhino") has completed the acquisition of Zebediela Nickel
Company (Pty) Ltd. ("ZEB"), a wholly owned subsidiary of URU (the
"Transaction"). Blue Rhino has now changed its name to ZEB Nickel
Corp., ("ZEB Nickel") and will trade under the new ticker symbol
ZBNI upon resumption of trading. ZEB Nickel & URU will notify
shareholders once the date for the resumption of trading has been
confirmed.
John Zorbas, Chief Executive Officer of URU Metals was pleased
to complete the Transaction noting, "The transaction with Zeb
Nickel provides much needed capital for the continued development
of the Zebediela Project. URU remains committed to the Zebediela
Project which the Board believes can become a globally significant
nickel deposit. This Transaction delivers a lower cost of capital
and resultant dilution to URU shareholders than a direct placing by
URU to raise funds given the low valuation of the Company on AIM.
URU's technical team lead by Richard Montjoie will continue to lead
the efforts on the advancement of the Zebediela Project and
following the Transaction URU is the majority shareholder of Zeb
Nickel. The Company is a long-term and supportive shareholder of
Zeb Nickel and the Board remains fully focused on developing the
project and realizing its value for shareholders of both URU and
Zeb Nickel. We wish the Zeb Nickel team good fortune on their
listing, and believe the future is bright for both companies."
Additional Information
Immediately prior to completion of the Transaction, ZEB Nickel
completed a consolidation of its issued and outstanding Common
Shares on the basis of one new post-consolidation Common Share for
every 2.3 pre-consolidation Common Shares (the "Consolidation").
The Consolidation reduced the number of outstanding Common Shares
from 5,400,000 to 2,347,826.
In connection with the completion of the Transaction, Zeb Nickel
completed a private placement financing (the "Financing") of
11,200,000 subscription receipts (each, a "Receipt") at price of
CAD$0.25 per Receipt for gross proceeds of CAD$2,800,000. The
proceeds from the Financing were released from escrow, following
Zeb Nickel receiving all applicable regulatory approvals and
completing the Transaction.
URU now holds 41,000,000 Common Shares in ZEB Nickel (the "URU
Shares") through its wholly owned subsidiary Floza Capital
Management Limited representing approximately 74.82% of the issued
and outstanding Common Shares of Zeb Nickel Corp. The URU Shares
are subject to customary escrow provisions as a controlling party
of a Tier 2 TSX Venture Exchange listed company, with shares being
released over a 36 month period, further details of which are
provided in the table below. The release date of shares may be
accelerated in certain circumstances, including where Zeb Nickel is
re-classified as a Tier One issuer by the TSX Venture Exchange or
in connection with certain transactions.
Zeb Nickel Management
Following completion of the Transaction, the Board of Directors
of Zeb Nickel has been reconstituted to consist of Wayne Isaacs,
Tom Panoulias, Anton Drescher, Gregory McKenzie, Jay Vieira (URU
Non-Executive Chairman) and Richard Montjoie (URU Exploration
Manager). Management of Zeb Nickel has also been reconstituted to
consist of Wayne Isaacs as Chief Executive Officer and Corporate
Secretary and David Cross as Chief Financial Officer. In addition,
Martin Vydra will act as a strategic advisor to the Board of
Directors, and Justin Cochrain as an advisor to the Board of
Directors.
TSX Venture Exchange Listing
Zeb Nickel has filed a filing statement dated July 28, 2021 (the
"Filing Statement") under its profile on SEDAR at www.sedar.com.
Trading in the Common Shares of ZEB Nickel is currently halted
pending completion of customary filings with the TSX Venture
Exchange in respect of the Transaction. Trading is expected to
resume on the TSX Venture Exchange following completion of
customary filings with the TSX Venture Exchange.
Controlling Party Escrow Provisions
Percentage of Total Total Number of URU
Release Dates URU Shares to be Released Shares to be Released
Upon Resumption of
Trading 5% 2,050,000
--------------------------- -----------------------
After Six Months 5% 2,050,000
--------------------------- -----------------------
After Twelve Months 10% 4,100,000
--------------------------- -----------------------
After Eighteen Months 10% 4,100,000
--------------------------- -----------------------
After Twenty-Four
Months 15% 6,150,000
--------------------------- -----------------------
After Thirty Months 15% 6,150,000
--------------------------- -----------------------
After Thirty-Six Months 40% 16,400,000
--------------------------- -----------------------
TOTAL 100% 41,000,000
--------------------------- -----------------------
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, incorporated into UK law by the
European Union (Withdrawal) Act 2018 until the release of this
announcement.
For further information, please contact:
URU Metals Limited
John Zorbas
(Chief Executive Officer)
+1 416 504 3978
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker)
Ewan Leggat / Charlie Bouverat
+ 44 (0) 203 470 0470
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