Acquisition

RNS Number : 3671C

Athol Gold and Value Limited

01 May 2012

 



ATHOL GOLD AND VALUE LIMITED

("Athol" or the "Company")

Potential Reverse Acquisition

Suspension of Shares

The Board of Athol is pleased to announce that it has entered into heads of terms ("Heads") to acquire Oilbarrel.com Limited ("Oilbarrel") from Rivington Street Holdings plc ("RSH") for a total consideration of £750,000.

Oilbarrel is involved in the provision of subscription based internet services through two websites, minesite.com and oilbarrel.com, and the organisation of the Oilbarrel and Minesite investor forums. 

Completion of the transaction is subject to the satisfactory due diligence on Oilbarrel by Athol and approval by shareholders in Athol at a general meeting.  As part of the Heads, Athol has agreed to provide a refundable deposit of £575,000 by way of a secured loan ("Loan") to RSH, which will bear interest at a rate of 5% per annum and will be repayable in full if the Transaction does not proceed. 

Tom Winnifrith, Chief Operating Officer of Athol, has a 28 per cent. interest in the capital of RSH.  Accordingly the provision of the Loan under the Heads is considered to be a related party transaction under AIM Rules for Companies.  The Directors of Athol consider, having consulted with Libertas Capital Corporate Finance Limited, nominated adviser to Athol, that the terms of the loan are fair and reasonable insofar as Athol shareholders are concerned.

The acquisition of Oilbarrel will be classed as a reverse takeover under AIM Rules for Companies.  Consequently the Transaction will require the publication of an admission document on the Company as enlarged by the acquisition of Oilbarrel.  Trading in Athol shares on AIM will be immediately suspended pending the publication of the admission document.

Jennifer Allsop, chairman of Athol stated: "We have a strong balance sheet and will utilise it to acquire further profitable cash generative businesses on low multiples. Our current business model of small company investment is not attractive in the current climate but that climate offers us tremendous opportunities for our new model. Following the completion of the reverse takeover, Tom Winnifrith is likely to stand down as COO and a media specialist CEO will be appointed to the Board."

Further announcements will be made in due course.

For further information please call:

Athol Gold and Value Limited
Jennifer Allsop	[phone]
Libertas Capital Corporate Finance Limited
Sandy Jamieson	[phone]
XCAP Securities plc
Jon Belliss	[phone]

 

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