Acquisition

RNS Number : 2193T

CSS Stellar PLC

02 December 2011

 



For Immediate Release

2 December 2011

CSS Stellar plc

("the Company")

Acquisition of interest in Gold Mines of Wales Limited

Implementation of Investing Policy

Total Voting Rights

CSS Stellar Plc (AIM: CSS) is pleased to announce that, in accordance with the implementation of its Investing Policy, it has completed an agreement to acquire 49% of the issued share capital of Gold Mines of Wales Limited ("GMOW") ("the Acquisition Agreement") which, through a wholly-owned subsidiary, holds a licence to explore and extract gold and silver over about 120 square kilometres covering the Dolgellau gold belt in the County of Gwynedd in Wales.

GMOW holds agreements with The Crown Estates Commissioners, acting in exercise of the powers on the Crown Estate Act 1961 on behalf of her Majesty the Queen, covering the two largest mines in the region, the Clogau St David's and Gwynfynydd mines.

The consideration for the acquisition is £100,000 payable in cash and 17,432,182 new ordinary shares in the Company ("the Consideration Shares"), representing 24.9% of the enlarged issued share capital of the Company. Based on the midmarket price of the Company's ordinary shares at the close of business on 30 November 2011, the total value of the consideration is £636,040.

Victorian Gold Limited ("the Vendor") has undertaken in the Acquisition Agreement to invest the cash proceeds of £100,000 in the further development of GMOW's licences. It has also undertaken to the Company and to Northland Capital Partners Limited not to dispose of the Consideration Shares for a period of 12 months following Admission, save in certain specified circumstances, including by way of acceptance of an offer for all of the Company's issued ordinary shares.

GMOW recorded a loss of £41,000 in respect of the year ended 5 April 2011.

Application will be made for the Consideration Shares, which will rank pari passu with the existing ordinary shares, to be admitted to AIM. Dealings in the Consideration Shares are expected to commence on or around 8 December 2011 ("Admission").

Following Admission, there will be 70,008,763 ordinary shares in issue. The Company holds 232 ordinary shares as treasury shares. Therefore, the total number of voting rights in the Company is 70,008,531. This number may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.

Following the issue and allotment of the Consideration Shares and Admission, the interests of the Directors and those shareholders who are interested, where known, in 3% or more of the issued share capital of the Company will be as follows:

Directors	%
Julian Jakobi	7.6
John Webber	7.7
David Lenigas	2.4
Donald Strang	2.4
Others	%
Victorian Gold Limited	24.9
Nick Gold	7.6
Amberdays Limited	6.3
Green Hair Services Limited	4.0

David Lenigas, CSS Stellar Director, commented;

"This acquisition will focus attention on the unique aspects of this gold-belt, Traditionally, gold from the Clogau St David and Gwynfynydd mines has been used in the production of Welsh Gold Jewellery products."

"Recent geological studies have led to a better understanding of the controls to gold mineralisation throughout the gold-belt. GMOW intends to make use of this new data and undertake a rigorous geological mapping and sampling programme extending to underground access, diamond drilling, project feasibility and, ultimately mining. Drilling is estimated to start in the first quarter of 2012."

For further information, contact:

CSS Stellar plc
Julian Jakobi David Lenigas	Tel: [phone] Tel: [phone]
Northland Capital Partners Limited (Nominated Adviser and Broker)
Luke Cairns / Edward Hutton	Tel: [phone]

 

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