Adjourned AGM, Forthcoming EGM, Transaction Update

RNS Number : 5020P

Ormonde Mining PLC

18 February 2021

 

This announcement contains inside information

18 February 2021

Ormonde Mining plc

("Ormonde" or "the Company")

Adjourned AGM, Forthcoming EGM & Transaction Update

Adjourned AGM:

Ormonde wishes to advise its shareholders that the remaining resolutions due to be considered at today's reconvened Annual General Meeting ("AGM") have been withdrawn and the meeting dissolved. The approvals of Resolutions 1 through 5, which took place at the AGM of 3 December 2020, remain valid and unaffected.

Ormonde has come to the decision to dissolve the AGM as a result of being unable to obtain the support of the Company's largest shareholder for Resolutions 6 and 7. Resolution 6 would have allowed the Company to issue shares to third parties as consideration for a transaction. Both resolutions are routine annual resolutions for listed companies and similar resolutions have been approved by Ormonde shareholders over recent years.

Approval of Resolution 6 was necessary to facilitate the timely completion of the proposed acquisition of a number of copper and polymetallic licenses in the Republic of the Congo ("ROC Transaction"), under terms which have been under discussion for several months and are largely agreed.

As noted in the Transaction Update below, the Company believes that the ROC Transaction would be a transformational deal for all shareholders. However, the ROC Transaction has been structured to include an Ormonde share based consideration.  Due to the inability of the Company to issue shares at this time, without Resolution 6 being approved, Ormonde has been considering alternative structuring options for the ROC Transaction.  Were any such option to continue to include Ormonde share based consideration, shareholder approval would be required as part of a General Meeting.

Ormonde will continue to keep the market apprised over the coming weeks as it works to find an acceptable route to allow for the completion of the ROC Transaction as expeditiously and efficiently as possible. There can be no certainty that a deal will be concluded.

Forthcoming EGM:

The decision to dissolve the AGM does not affect the Extraordinary General Meeting ("EGM") to be held today at 11.00 a.m. (GMT) to consider resolutions pertaining to the migration of electronic settlement of trading from CREST to Euroclear Bank (the "Migration"), which will proceed as planned.  The Company wishes to thank shareholders for their engagement in the EGM voting process and now expects that the required quorum of one third of issued share capital will be achieved.

Transaction Update:

As announced on 14 January 2021, the Company is in the late stages of a potential transaction to acquire, or have the rights to acquire, up to an 80% interest in two exploitation licenses ("the Licenses") covering multiple high-grade copper and polymetallic development and exploration projects in a highly prospective and underexplored district in the Republic of the Congo.

The Board of the Company continues to believe that this is a cornerstone transaction for Ormonde which has extremely high potential to be a significant long-term value enhancing opportunity for all shareholders.

While the transaction could be completed as an all-cash transaction without any shareholder approvals, the Company believes the optimal formula is a milestone-based mix of cash and Ormonde shares as consideration for the acquisition, as do the counterparties, demonstrating their confidence in the prospects for the Licences and their desire to participate in the value accretion potential for the Company. In addition, the Board would prefer to retain as much cash in treasury as possible to be put into value-enhancing and on-the-ground activities in the ROC.

The Licenses include:

· a high grade copper-lead-zinc deposit with near-term potential to be a direct shipping ore ("DSO") underground mining operation (previous operator DSO grades of 6% copper, 23% lead and 25% zinc reported);

· a copper-silver deposit with significant high-grade resource potential; and

· several other recognised historical mine sites or exploration prospect areas providing an exciting project pipeline across this underexplored land package, which has to date seen very limited effective modern-day exploration.

See 14 January 2021 announcement for greater details of the ROC Transaction.

Enquiries to:

Ormonde Mining plc

Jonathan Henry, Executive Chairman

Paul Carroll, Chief Financial Officer

Fraser Gardiner, Chief Operating Officer

Tel: [phone]

Buchanan

Bobby Morse / Ariadna Peretz / James Husband

Tel: [phone]

Email: [e-mail]  

Davy (Nomad, Euronext Growth Advisor and Joint Broker)

John Frain / Barry Murphy

Tel: [phone]

SP Angel Corporate Finance LLP (Joint Broker)

Ewan Leggat

Tel: [phone]

 

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