TIDMORM
RNS Number : 4795H
Ormonde Mining PLC
27 July 2023
27 July 2023
Ormonde Mining plc
(Ormonde or the Company)
Proposed Cancellation of Admission to Trading on AIM and
Euronext Growth
As stated in the announcement of the Company's proposed
investment in TRU Precious Metals Corp (TRU) on 30 June 2023, the
Board of Ormonde proposes to seek Shareholder approval to cancel
the admission of the Company's ordinary shares (the Ordinary
Shares) to trading on AIM and Euronext Growth (the Cancellation).
The Company will be posting a circular to shareholders next week in
connection with the proposed Cancellation (the Circular).
The Circular will set out the background to and reasons for the
Cancellation and additional information on the implications of the
Cancellation for the Company and its Shareholders.
Cancellation of Admission
Reasons for the proposed Cancellation
Ormonde proposes to invest CAD$3 million in TRU (the Investment)
in return for a 36.2% interest in its current issued share capital.
This amounts to 80% of Ormonde's available current cash resources.
Subject to the exercise of the warrants Ormonde has the opportunity
to invest a further $2.25million in TRU to increase its interest in
the issued share capital of TRU to 46%.
Post completion of the Investment in TRU the Company's other
investments will be:
-- Investment in Peak Nickel Ltd (cost GBP512,500)
-- Deferred consideration receivable from sale of La Zarza property (EUR1.5million)
-- Interests in Spanish licenses (currently lapsed, in course of
renewal) (Book asset value of EUR157,000)
TRU is listed on the TSX-V in Canada and it is intended that
post completion of the Investment a substantial element of the
strategic focus of Ormonde's exploration activity will be in TRU's
future activity. Taking all this into account the Board, in
determining the future trajectory and strategic focus of activity
of the enlarged Group and the most appropriate market for listing,
has given consideration to the following factors:
i. A substantial proportion of the Company's activities will
comprise the exploration activity undertaken through TRU, which is
located in Newfoundland, Canada, a region which is experiencing
vibrant exploration and mining M&A activity;
ii. Should the Investment be approved, Ormonde will be the
largest shareholder in TRU. Under TSX-V Rules, it will be
designated as having a Controlling Interest in TRU, and shall be
entitled, under the provisions of the Subscription Agreement, to
appoint a majority of the board of TRU. The existing TRU management
team has considerable experience in mining M&A activity, while
the Ormonde technical team has extensive experience in geological
and mining activity, the combination of which will be brought to
bear on TRU's future development;
iii. TRU has a listing on the TSX-V, a Canadian market which is
considered by the Board to be more appropriate for the raising of
capital for activity in the region and the market in which the TRU
team operate; and
iv. The investment in TRU constitutes a Reverse Takeover under
AIM and Euronext Growth Rules. To retain the listings on AIM and
Euronext Growth, Ormonde would have been required to publish an
admission document for the enlarged group which would have incurred
significant time and expense. The Board determined that the scale
of the Company's activities does not justify the significant cost
burden that an admission document for AIM and Euronext Growth would
require.
This decision also enables the Investment in TRU to proceed
within the time available to execute the transaction.
On the basis of consideration of all of the factors the Board
has concluded that it is most appropriate to cancel the listing on
AIM and Euronext Growth and to pursue alternative measures to
provide liquidity for Ormonde Shareholders in the medium term.
Effects of the Cancellation
In the event that the Cancellation Resolution is passed and the
Admission of the Company's Ordinary Shares to trading on AIM and
Euronext Growth is cancelled, Shareholders will no longer be able
to buy and sell Ordinary Shares in the Company through AIM or
Euronext Growth. Accordingly, the Company would no longer be
subject to the rules and corporate governance requirements to which
companies admitted to trading on AIM and Euronext Growth are
subject (and accordingly shareholders will no longer be afforded
the protections given by the AIM Rules or the Euronext Growth
Rules). Davy will cease to be the Company's nominated adviser and
broker. There will be no formal market for shareholders to effect
transactions in the Company's shares following Cancellation unless
an alternative trading facility is put in place.
Alternative trading facility
The Board, in considering the Investment, was mindful of
providing Shareholders with a mechanism or alternative arrangement
for trading the Ordinary Shares.
Accordingly, the Board is actively pursuing the introduction of
the Ordinary Shares of the Company to an alternative share
exchange. In this regard t he Company intends to apply to have its
Ordinary Shares traded on the AQSE Growth Market, a Recognised
Growth Market, based in London, subject to approval by AQSE
Regulation. In the event that the Company's shares are admitted to
trading on the AQSE, the Company will be subject to the regulations
and corporate governance of the AQSE Exchange.
The Board believes that this initiative would result in
significant ongoing cost savings when compared to maintaining the
Company's listings on AIM and Euronext Growth, while providing
Shareholders with a platform for trading in the Ordinary
Shares.
In the event that the Cancellation is approved, and whether or
not the application for admission to the AQSE Growth Market is
successful, the Board will continue to maintain the highest
standards of corporate governance, integrity and social
responsibility, and disclosure. The Company at present applies the
Quoted Companies Alliance (QCA) Corporate Governance Code, to the
extent applicable to a company of its size, and shall continue to
do so, while continuing to publish its interim and final results
and regular announcements to keep Shareholders fully appraised of
the information available.
Cancellation Process
In accordance with the AIM Rules and the Euronext Growth Rules,
the Company has notified the London Stock Exchange plc and Euronext
of the proposed Cancellation.
Pursuant to the AIM Rules and the Euronext Growth Rules, the
Cancellation can only be effected by the Company after securing the
resolutions of shareholders in a general meeting passed by a
requisite majority, being not less than 75 per cent of the votes
cast (in person or by proxy) by shareholders (the Resolutions).
Under the AIM Rules and Euronext Growth Rules, the Cancellation
can only take place after the expiry of a period of twenty Business
Days from the date on which notice of the Cancellation is given. In
addition, a period of at least five Business Days following the
shareholder approval of the Cancellation is required before the
Cancellation may be put into effect. Accordingly, if the
Resolutions to cancel the Admission is approved, the Cancellation
will become effective at 7.00 a.m. on 5 September 2023.
Should the Cancellation Resolutions not be passed by
Shareholders then the resolution authorising completion of the
Investment will not proceed.
Ormonde became a cash shell company following the sale of its La
Zarza asset last year. In the absence of the Investment proceeding,
or an alternative transaction that would constitute a Reverse
Takeover under the AIM Rules and the Euronext Growth Rules being
executed prior to 4 October 2023, the AIM and Euronext Growth
listings will be cancelled on that date.
Extraordinary General Meeting
The Circular which will be posted to Shareholders next week,
will include a copy of the notice convening the Extraordinary
General Meeting to be held at the Maldron Hotel, located at
Bellevue Ave, Merrion Road, Dublin, D04 K5C2, Republic of Ireland
at 11.30 a.m. on 25 August 2023 at which, inter alia, the
Cancellation Resolution will be proposed.
The Directors of the Company are responsible for the release of
this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Publication of the Circular 31 July
Latest time and date for receipt of Forms 11.30 a.m. on 23 August
of Proxy for the EGM
Extraordinary General Meeting 11.30 a.m. on 25 August
Expected date that admission to trading of 5 September
the ordinary shares on AIM and Euronext Growth
will be cancelled
Expected Completion of the Investment in TRU 5 September
Precious Metals
INVESTOR ENQUIRIES:
Ormonde Mining plc Brian Timmons, Chairman
Tel: +353 (0)1 801 4184
Vigo Consulting (Investor Relations)
Ben Simons / Charlie Neish
Tel: 44 (0)20 7390 0230
Davy (Nomad, Euronext Growth Listing
Sponsor and Broker) Anthony Farrell Tel:
+353 (0)1 679 6363
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END
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(END) Dow Jones Newswires
July 27, 2023 13:19 ET (17:19 GMT)
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