Acquisition
December 02 2003 - 10:33AM
UK Regulatory
RNS Number:7623S
HPD Exploration PLC
02 December 2003
HPD Exploration Plc announces the acquisition of the remaining 50% of Patagonia
Gold S.A. by acquiring the entire issued share capital of JV Partner
Proposed change of name to Patagonia Gold Plc and changes to the Board
HPD Exploration plc ("HPD" or "the Company"), a minerals exploration group,
today announced that it has conditionally agreed to acquire Minera Puerto Madryn
S.A. ("Minera") whose principal asset is the remaining 50 per cent. of Patagonia
Gold S.A. Following the proposed acquisition Patagonia Gold S.A. will become a
wholly owned subsidiary of HPD. The consideration for the Acquisition is to be
satisfied by the issue of 89,692,574 HPD Ordinary Shares representing 40 per
cent. of the enlarged issued share capital of HPD.
As a result of the aggregate interests of the vendors of Minera in HPD following
completion, the prior approval of independent shareholders is required in order
for the Takeover Panel to agree to waive the obligation under the City Code for
the vendors of Minera to make a general offer to shareholders of HPD, which
would otherwise arise as a result of the acquisition and accordingly, a circular
has been sent to shareholders today containing notices of two EGMs seeking such
approval as well as, inter alia, the approval of the proposed change of name of
the Company and the granting to the directors of authority to issue the
consideration shares.
With the recent sale of the Company's holding in Canadian explorer Landore, HPD
will be focusing almost entirely on its South American assets where to date it
has built up a substantial portfolio of 51 exploration properties in Argentinean
and Chilean Patagonia covering 3,548km2 with a further 415km2 of properties
under option. As a result of this focus, the Company is proposing to change its
name to Patagonia Gold Plc.
Speaking today Chairman Richard Prickett said "We are delighted that our JV
partners have agreed to sell their 50% holding in Patagonia Gold. The end result
of the proposed consolidation will be a quality exploration company listed on
AIM with 100% owned projects in South America and managed by a highly regarded
team with a proven track record."
On Completion, it is proposed that two of the existing Directors of Minera, Mr.
Carlos Miguens and Mr. Gonzalo Tanoira, join the HPD Board as Non-executive
Deputy Chairman and Finance Director respectively. Both Mr. Miguens and Mr.
Tanoira were previously involved in Brancote Holding Plc's Esquel Gold Project
in Argentina. No service contracts have been agreed between the Company and the
proposed Directors. The Board of HPD will consider the terms of service in due
course and any such terms will be announced once agreed. The Board thanks Mr.
Neil Herbert (Finance Director) and Mr. David Dare (Non-executive Director), who
will be retiring from the Board, for their valued contributions to the
successful development of HPD over the last three years.
The Extraordinary General Meetings for shareholder approval of the resolutions
to acquire Minera and to change the Company's name will be held on 18 December
2003 and 13 January 2004 respectively.
www.hpdexploration.com
For more information please contact
Richard Prickett / Bill Humphries
HPD Exploration Plc
Tel: + 44 (0)20 7409 7444
Leesa Peters
Conduit PR
Tel: +44(0)20 7936 9095/+44(0)781 215 9885
This information is provided by RNS
The company news service from the London Stock Exchange
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