African Eagle Resources plc.(AFE.L) announced that it has agreed to sell substantially all of its subsidiaries, assets and liabilities to Blackdown Resources (UK) Limited, a subsidiary of Cienega S.a.r.l, which is ultimately owned by Nick Clarke and his family trusts.
The company announced that it has entered into the SPA with the Purchaser pursuant to which the Company has agreed, subject to certain conditions, to sell 90 per cent of the issued share capital of Blackdown Minerals to the Purchaser for a total cash consideration of US$100,000.
As per the terms of the Disposal, the company will retain a shareholding of 10 per cent. of the issued share capital of Blackdown Minerals. The Clarke Family is also a Shareholder, holding approximately 3 per cent. of the entire issued share capital of the African Eagle.
The Purchaser, Blackdown Resources (UK) Limited is a subsidiary of Cienega S.a.r.l, a company which is ultimately owned by the Clarke Family.
Completion of the Disposal is conditional on the approval of Shareholders at the General Meeting, and written consent to the Disposal from the relevant mining licensing authority in Tanzania.
The Board will also be seeking the approval at the General Meeting for its proposed new Investing Policy.
The application for consent from the Tanzanian mining licensing authority is in progress and is expected to be submitted shortly after the date of the Circular. Although there is no specified time frame for receipt of a response from the relevant Tanzanian licensing authority, the Directors are confident that the consent will be forthcoming.
On completion of the Disposal, the assets (other than cash) that the Company will hold will be its 10 per cent. retained interest in Blackdown Minerals, 533,333 shares in Kibo Mining Plc and 9.05 million shares in Elephant Copper Ltd. The company noted that it intends to retain its shareholding in Blackdown Minerals until such time as the Directors deem it to be in the best interests of Shareholders to dispose of them; however the Directors currently have no such intention to do so. As at 1 July 2013, the Company had cash of 567,144 pounds.
The company stated that it intends to use the funds that become available to it following Completion for general working capital purposes, including inter alia, to meet its costs arising out of the Disposal and to pursue the proposed Investing Policy until such time as it can make investments in accordance with the proposed Investing Policy.
The company noted that its board has determined that the company's Investing Policy will be to seek opportunities in the natural resources, infrastructure and services sectors.
The company added that it will seek investment opportunities to exploit rights to natural resources or interests in infrastructure and services sectors worldwide, which the Directors believe are undervalued or present significant growth opportunities and where one or more such transactions have the potential to create value for Shareholders.
The company stated that the directors consider that the Disposal, the Investing Policy and all Resolutions to be put to the General Meeting are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders as a whole.
Accordingly, the Directors unanimously recommended that Shareholders vote in favour of all the proposed Resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.
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by RTT Staff Writer
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